SMARTPHOTO GROUP N.V.

2024 Statutory Annual Accounts

Report of the Board of Directors to the 2024 Statutory Annual Accounts (*)

ASSETS AS AT 31 DECEMBER 2024

The fixed assets decrease by 1 840 878 euro due to:

the decrease of the intangible fixed assets of 841 640 euro,
the decrease of tangible fixed assets of 67 605 euro,
the decrease of the financial fixed assets of 931 633 euro due to:
- o the increase relating to participating interests in affiliated companies of 2 363 767 euro, due to the acquisition of Topfanz BV (previously fanshops.be BV), and
- o the decrease in amounts receivable on affiliated companies of 3 295 400 euro, due to, on the one hand, the increase of 1 200 000 euro because of the transfer from current receivables to non-current receivables, and, on the other hand (i) the decrease of 2 200 000 euro through a partial waiver with a clause of restoration of the receivable on return to better condition, and (ii) the decrease of 2 295 400 euro due to a write-down of a liability on an affiliated company.

The current assets decrease by 340 932 euro due to:

the decrease of the trade debtors of 53 053 euro,
the increase of the other amounts receivable of 483 284 euro,
the increase of the treasury shares of 1 871 847 euro,
the decrease of other investments of 12 500 000 euro,
the increase of the cash at bank and in hand of 9 789 021 euro, and
the increase of the accruals and deferred income of 67 969 euro.

According to Article 7:220 of the Belgian Companies and Associations Code, it should be mentioned that the company owns four hundred and sixty-four thousand one hundred and six (464 106) treasury shares as at the end of 2024.

The 464 106 own shares represent 11.77% of the total amount of shares, being 3 941 950 shares. The treasury shares are valued at the average purchase price at the moment of acquisition.

This package of treasury shares, held by smartphoto group NV, represents a net amount of 11 163 438 euro, and is included in the section 'Current investments'.

The capital, represented by 3 941 950 shares, remains unchanged and amounts to 41 381 403 euro.

EQUITY AND LIABILITIES AS AT 31 DECEMBER 2024

Equity increased by 2 805 789 euro due to:

the increase of accumulated profits of 973 810 euro, which can be explained by:
- o the profit of the period for an amount of 2 845 657 euro, and
- o the appropriation to other reserves for an amount of 1 871 847 euro.
the increase in the reserves of 1 831 980 euro due to:
- o the increase of the reserves not available statutorily for an amount of 1 871 847 euro, as a result of the purchase of treasury shares, and
  - o the decrease of the untaxed reserves for an amount of 39 867 euro.

The amounts payable decrease by 4 987 599 euro due to:

the decrease of the financial debts on more than one year for an amount of 352 809 euro due to:
- o the decrease of the financial debts with credit institutions on more than one year for an amount of 323 309 euro, and
- o the decrease of other financial debts on more than one year for an amount of 29 500 euro.
the increase of the other loans on more than one year for an amount of 1 231 516 euro,
the increase of the current portion of amounts payable after more than one year falling due within one year of 2 631 euro,
the decrease of the current portion of financial debts with credit institutions of 283 euro,
the increase of the trade debts of 336 816 euro,
the increase of the taxes, remuneration and social security payables of 28 991 euro,
the increase of other amounts payable within one year by 6 218 728 euro, and
the decrease of the accruals and deferred income of 15 733 euro.

PROFIT AND LOSS ACCOUNT OVER 2024

The operating income increased in 2024 from 37 871 853 euro to 38 136 058 euro, an increase of 264 205 euro. On the other hand, the operating charges increased from 36 353 082 euro to 36 914 059 euro, an increase of 560 977 euro.

This results in an operating profit of 1 221 999 euro, compared to an operating profit of 1 518 771 euro the previous year.

The financial result decreased from 4 254 079 euro to 1 583 789 euro, mainly explained by the partial waiver and a write-down of a part of the receivable on an affiliated company, for a total amount of 4 495 400 euro, compared to 2 000 000 euro previous year.

There are no income taxes on the result of the 2024 financial year. Following the transfer from untaxed reserves for an amount of 39 869 euro, this results in a profit of the period available for appropriation for an amount of 2 845 657 euro, compared to a profit of the period available for appropriation of 5 747 691 euro the previous year.

APPROPRIATION OF THE RESULT

The Board of Directors proposes the following appropriation of the result:

Profit of the period available for appropriation	2 845 657 euro
Profit of the preceding period brought forward	12 766 004 euro
Profit to be appropriated	15 611 661 euro
Appropriations to other reserves	1 871 847 euro
Profit to be carried forward	13 739 814 euro

REMUNERATION OF THE STATUTORY AUDITOR

The Statutory Auditor of smartphoto group NV, Deloitte Bedrijfsrevisoren BV, represented by Mrs Charlotte Vanrobaeys, received a remuneration of 71 468 euro for its mandate in 2024. In addition, the Statutory Auditor received an additional remuneration in the 2024 financial year of 5 400 euro for the execution of other audit engagements, and an additional remuneration of 2 100 euro for tax-related services.

VALUATION IN CONTINUITY

Nihil

DESCRIPTION OF THE MOST SIGNIFICANT RISKS AND UNCERTAINTIES

The most significant risks and uncertainties are included in the 'Corporate Governance Statement' under the 'Risk management and internal control' heading.

DIVIDEND

The Board of Directors will propose to the General Meeting of Shareholders of 14 May 2025 not to pay a dividend for the financial year 2024.

SUBSEQUENT EVENTS

Since the closing of the 2024 financial year, no events have occurred that could have a significant impact on the company's results, except for those mentioned below.

On 13 January 2025, System Insight Holdings Ltd was acquired, a UK-based company specialised in event and souvenir photography under the commercial name Image Insight. An initial cash consideration of 8 million GBP was paid for this acquisition, for which the acquisition price was determined using a valuation based on an EBITDA multiple of 6. As at 31 December 2024, cash on the balance sheet amounted to 1.5 million GBP. In addition to the initial purchase price, the seller is entitled to an additional consideration, the final price of which will depend on future results. The company generated revenue of 6 million euro and significant EBITDA margin in the past financial year, underscoring its strong position in the event and souvenir photography market.

On 4 March 2025, Alyrick BV (the bidding vehicle set up by the reference shareholders Alychlo NV and Midelco NV, the 'Bidder') announced in a press release pursuant to Article 8, §1 of the Royal Decree of 27 April 2007 on public takeover bids (the 'Takeover Decree') that it acquired all 719 000 shares (or 18.24%) of smartphoto group NV from Shopinvest NV and De Vleterbeek NV. As a result of this sale-purchase, Alyrick BV, Alychlo NV and Midelco NV became joint holders of 1 856 338 shares (or 47.09%) in smartphoto group NV and, as such, exceeded the threshold of 30% of the voting securities in the company. Accordingly, pursuant to article 5 of the Law of 1 April 2007 on public takeover bids (the 'Takeover Law') and article 50, §4 of the Takeover Decree, they are obliged to launch a public takeover bid for all securities with voting rights or giving access to voting rights issued by the company that are not already held by the Bidder or persons affiliated with the Bidder. In the same press release, they announced that this bid obligation will be executed by Bidder. This press release can be found, among others, under press releases on the company's website www.smartphotogroup.com.

On 6 March 2025, the Bidder formally submitted its intention to launch a mandatory public takeover bid for all shares issued by smartphoto group NV not already held by the Bidder or persons affiliated with the Bidder; at a cash price of 28.50 euro, to the FSMA in accordance with Article 5 of the Takeover Decree. This notification was made public by the FSMA on 7 March 2025 and - together with the draft prospectus prepared by the Bidder transmitted to smartphoto group NV in accordance with article 7 of the Takeover Decree. The Board of Directors will prepare a memorandum of reply in this context. The prospectus and the memorandum in reply are subject to approval by the FSMA and will be publicly available after approval, amongst others, on the company's website www.smartphotogroup.com.

RESEARCH AND DEVELOPMENT ACTIVITIES

Research activities

In view of the company's nature and operations, there were no activities related to research in 2024.

Development activities

The activities related to development mainly relate to investments to improve the web platform and underlying control tools. These expenses amount to 1 867 332 euro for the 2024 financial year.

BRANCH OFFICES

Smartphoto group NV has no branch offices.

USE OF FINANCIAL INSTRUMENTS

In 2024, smartphoto group did not use financial instruments to hedge the currency and/or interest rate risk.

APPLICATION OF ARTICLE 7:99 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

The composition of the Audit Committee fulfils the requirements stipulated in the Belgian Companies and Associations Code. Pursuant to Article 7:99, the Audit Committee is composed of 3 non-executive members of the Board of Directors, the members dispose of a collective expertise with regard to the activities of the company, at least one member is an independent director in the sense of Article 7:87, and at least one member disposes of the necessary expertise and professional experience in the field of accounting and auditing.

The Audit Committee is composed as follows: Pallanza Invest BV, represented by its permanent representative Mr Geert Vanderstappen, Fovea BV, represented by its permanent representative Mrs Katya Degrieck, and Mr Hans Van Rijckeghem. Fovea BV, represented by its permanent representative Mrs Katya Degrieck, is an independent director. Both Mr Geert Vanderstappen, permanent representative of Pallanza Invest BV, and Mr Hans Van Rijckeghem dispose of the necessary expertise and professional experience in the field of accounting and audit as a result of their career and current professional activities.

CORPORATE GOVERNANCE STATEMENT

Corporate Governance Code Deviations from the 2020 Code Composition and functioning of the Board of Directors Composition and functioning of the committees Information regarding diversity Statutory Auditor Day-to-day management Evaluation process of the Board of Directors, the committees and individual directors Remuneration report Risk management and internal control Information pursuant to Article 14:4 of the Act of 2 May 2007 Information pursuant to Article 34 of the Royal Decree of 14 November 2007 Information pursuant to Article 74, §7 of the Act of 1 April 2007

Corporate Governance Code

Pursuant to Article 3:6, §2 of the Belgian Companies and Associations Code, the 2020 Code applies to smartphoto group NV, and the company uses the 2020 Code as a reference code. The Belgian Corporate Governance Code 2020 is available on the website of the Corporate Governance Committee, www.corporategovernancecommittee.be.

Smartphoto group NV complied with all stipulations from the Corporate Governance Code 2020, except those of which is deviated because of a reason mentioned elsewhere in this Corporate Governance statement.

The main aspects of smartphoto group NV's Corporate Governance policy are listed in the Corporate Governance Charter, which can be consulted on the website www.smartphotogroup.com. The Corporate Governance Charter is updated on a regular basis.

In this annual report, we report on the practical application of the Corporate Governance Charter.

Deviations from the 2020 Code

Because of the specific structure of the company and the nature of its activities, there are a number of principles where the company deviates from the 2020 Code:

The composition of the Board of Directors deviates from principle 3.4 of the 2020 Code, which stipulates that at least 3 of the non-executive directors must be independent. The Board of Directors is currently composed of 1 executive and 6 non-executive directors, of which 2 are independent directors. The Board of Directors is of the opinion that, in view of the limited size of the company, and the current size and composition of the Board of Directors, the required complementarity and diversity is achieved in order to make decisions efficiently and effectively in the company's best interest.

In deviation from principle 3.11 of the Code 2020, no formal meeting of the non-executive directors is held in absence of the CEO. The Board is of the opinion that, to evaluate the interaction with the CEO, such a meeting is not valuable, given the open and continuous dialogue with the CEO, both informally and at meetings of the Board of Directors and its committees. When the Board of Directors has to deliberate on matters of concern to the CEO, he is requested to leave the meeting.

The composition of the Nomination Committee deviates from principle 4.19 of the 2020 Code, which stipulates that the Nomination Committee must be composed of a majority of independent non-executive directors. The current Nomination Committee is composed of non-independent, non-executive directors. The Board of Directors is of the opinion that the fact that the members are not independent, does not weigh up against their experience as a member and Chairman of the Nomination Committee. This is even more justified in view of the division of powers between the Nomination Committee and the Remuneration Committee. The Board is of the opinion that these members therefore possess sufficient objectivity when exercising their function.

The remuneration of the non-executive directors deviates from principle 7.6 in the 2020 Code, which stipulates that non-executive directors receive part of their remuneration in the form of shares of the company. Non-executive directors receive a fixed remuneration of 12 500 euro per annum. The Board of Directors is of the opinion that the shareholders' long-term perspective is reasonably represented by: (i) the Chairman who is the main shareholder of the companies that have united in the Midelco Consortium, which is holder of 789 970 shares of smartphoto group NV, (ii) two of the non-executive directors who are connected to the main shareholders, and (iii) the majority of the members of the Nomination Committee who are connected to the main shareholders.

The remuneration of the executive director is a deviation from principle 7.8 of the 2020 Code, which stipulates that the variable part of the executive director's remuneration package is linked to the overall performance of the company and the individual performance. Notwithstanding the fact that the variable remuneration of the executive director is in principle linked to the overall performance of the company, the Board of Directors is of the opinion that it is the individual performance of the executive director that underlies the achievement of these overall goals. After all, this is the merit of the managing director who is in charge of the daily management.

The remuneration of the executive director is also a deviation from principle 7.9 of the 2020 Code, which stipulates that a minimum threshold of shares must be adhered to. The Board of Directors is of the opinion that, despite the deviations from this principle of the 2020 Code, the interests of the executive director are sufficiently aligned with the objectives of sustainable value creation of the company. The executive director is, through Acortis BV, represented by its permanent representative Mr Stef De corte, holder of 5 250 shares of the company. Refer to the brief biography of the members of the Board of Directors.

In addition, the fact that the executive director already receives a remuneration in his capacity as CEO, and that the variable part of the remuneration is essentially related to the overall performance of the company, means that the interests of the executive director are aligned with the objectives of sustainable value creation of the company.

Composition and functioning of the Board of Directors

The Board of Directors is the main decision-making body of the company, and disposes of all authorities, which are not preserved for the General Meeting of Shareholders by law or by the articles of association. Smartphoto group NV has opted for a monistic governance structure, in the sense of article 7:85 of the Belgian Companies and Association Code.

Current composition of the Board of Directors

The Board of Directors is composed of the following members: Mr Philippe Vlerick; Acortis BV, with its registered office at Drève des Hêtres Rouges 10, 1430 Rebecq, RPR Nivelles 0472.845.009, represented by its permanent representative Mr Stef De corte; Pallanza Invest BV, with its registered office at Molenberg 44, 1790 Affligem, RPR Brussels 0808.186.578, represented by its permanent representative Mr Geert Vanderstappen; Fovea BV, with its registered office at Avenue Mignot Delstanche 58, 3G, 1050 Elsene, Brussels, RPR Brussels 0892.568.165, represented by its permanent representative Mrs Katya Degrieck; Mr Hans Van Rijckeghem; Alychlo NV, with its registered office at Lembergsesteenweg 19, 9820 Merelbeke-Melle, RPR Ghent, department Ghent 0895.140.645, represented by its permanent representative Mr Marc Coucke; and Mrs Alexandra Leunen.

Accordingly, the Board of Directors is composed of 7 members, of which 6 are non-executive members. The roles and responsibilities of the members of the Board of Directors, the composition, structure and organisation are described in detail in the Corporate Governance Charter of smartphoto group NV.

The roles and membership of the directors within the Board of Directors and the committees are as follows:

Name		Non-executive director	Independent director	Audit Committee	Nomination Committee	Remuneration Committee
Mr Philippe Vlerick	の	X			0	0
Acortis BV, represented by its permanent representative Mr Stef De corte	X
Pallanza Invest BV, represented by its permanent representative Mr Geert Vanderstappen	X	X		の
Fovea BV, represented by its permanent representative Mrs Katya Degrieck	×	X	×	X		×
Mr Hans Van Rijckeghem	X	X		X	X
Alychlo NV, represented by its permanent representative Mr Marc Coucke	X	×			×
Mrs Alexandra Leunen	X	×	×			×

Not a single member of the Board of Directors has family connections with other members of the executive management or regulatory bodies of the company.

There are two independent directors in the Board of Directors.

The Board of Directors considers the following members to be independent directors:
Fovea BV, represented by its permanent representative Mrs Katya Degrieck, and
Mrs Alexandra Leunen.

The General Meeting of Shareholders of 10 May 2023 confirmed the independence of Fovea BV, represented by its permanent representative Mrs Katya Degrieck, and Mrs Alexandra Leunen, in accordance with Article 7:87 of the Belgian Companies and Associations Code.

By appointing Fovea BV, represented by its permanent representative Mrs Katya Degrieck, and Mrs Alexandra Leunen, the composition of the Board of Directors complies with the requirements for gender diversity within the Board of Directors, in accordance with Article 7:86 of the Belgian Companies and Associations Code.

Duration of the current appointments

The following directors are appointed for a period of 3 years, starting as of 10 May 2023, and ending after the General Meeting of Shareholders of 2026: Mr Philippe Vlerick; Acortis BV, represented by its permanent representative Mr Stef De corte; Mr Hans Van Rijckeghem; Alychlo NV, represented by its permanent representative Mr Marc Coucke; and Mrs Alexandra Leunen.

Fovea BV, represented by its permanent representative Mrs Katya Degrieck; and Pallanza Invest BV, represented by its permanent representative Mr Geert Vanderstappen were appointed for a period of 2 years, starting as of 10 May 2023, and ending after the General Meeting of Shareholders of 2025.

It is proposed to the General Meeting of Shareholders on 14 May 2025 to renominate as directors: Pallanza Invest BV, with registered office at Molenberg 44, 1790 Affligem, RPR Brussels 0808.186.578, represented by its permanent representative Mr Geert Vanderstappen, and Fovea BV, with registered office at Avenue Mignot Delstanche 58, 3G, 1050 Elsene, Brussels, RPR Brussels 0892. 568.165, represented by its permanent representative Ms Katya Degrieck, for a period of one year, starting from 14 May 2025, and ending after the Ordinary Annual General Meeting of Shareholders of 13 May 2026.

As of her renomination, the director Fovea BV, permanently represented by Ms Katya Degrieck, will have served as a non-executive director for more than 12 years. As she meets all other criteria regarding independence, included in Article 7:87 of the Companies and Associations Code and the Corporate Governance Code, and, the Board of Directors confirms that it has no indication of any other element that would call this independence into question, the director Fovea BV, as well as its permanent representative Ms Katya Degrieck, is considered independent.

In view of the proposed renomination of Fovea BV, permanently represented by Ms Katya Degrieck, and the current mandate of Ms Alexandra Leunen as directors of the company, the composition of the Board of Directors meets the requirements of gender diversity within the Board of Directors, in accordance with Article 7:86 of the Companies and Associations Code.

Directorships at other companies

The brief biography of the members of the Board of Directors (see further in this report) also include their main directorships at other companies.

Internal measures to promote proper Corporate Governance practices

Based on the indicative publication schedules related to the 2025 financial year, the closed periods are the following:

from 26 July 2025 to 26 August 2025, and
from 4 February 2026 to 4 March 2026.

Insiders are informed about the closed periods and the corresponding statutory and administrative law obligations associated with the abuse or unauthorised disclosure of confidential information.

The persons with managerial responsibilities and persons closely associated with them are informed of the obligation to inform the supervisory body, the FSMA (Financial Services and Markets Authority), of any personal transactions in financial instruments of the company outside the closed periods. This reporting obligation pursuant to Article 19 of the market abuse regulation (EU) No 596/2014 applies as soon as the total transaction amount within one calendar year has reached the 5 000 euro threshold, and applies to each subsequent transaction.

Board of Directors' report on activities in 2024

In 2024, 7 meetings took place under the chairmanship of Mr Philippe Vlerick. One meeting dealt mainly with the budget for 2024, two meetings dealt mainly with the approval of the financial statements as at 31 December 2023 and the half-yearly financial statements as at 30 June 2024. One meeting dealt mainly with (i) the agenda of the Annual General Meeting of Shareholders of 8 May 2024, including the proposal to approve the variable remuneration of the executive director in accordance with the proposal of the Remuneration Committee; (ii) the discussion and approval regarding the candidate Statutory Auditor; and (iii) the proposal of dividend distribution over the 2023 financial year. At the other meetings, the Board of Directors mainly discussed the periodic reporting concerning the results of the group and the company's financial position, the investment strategy, the ESG reporting and the recommendations from the Board of Directors' committees, such as the annual evaluation of the executive director.

The Board of Directors deliberates, among others, on the management structure, the strategy concerning ERM (Enterprise Risk Management), and proposals for acquisitions or divestments. More specifically, the share repurchase programme with start date 14 May 2024, which was fully completed on 4 December 2024, and the acquisitions of Topfanz BV en System Insight Holdings Ltd, were discussed in the 2024 meetings.

The individual attendance rate of the directors regarding the meetings of the Board of Directors in 2024 was as follows:

Name	Attendance rate
Mr Philippe Vlerick	100%
Acortis BV, Represented by its permanent representative Mr Stef De corte	100%
Pallanza Invest BV, Represented by its permanent representative Mr Geert Vanderstappen	86%
Fovea BV, Represented by its permanent representative Mrs Katya Degrieck	86%
Mr Hans Van Rijckeghem	100%
Alychlo NV, Represented by its permanent representative Mr Marc Coucke	86%
Mrs Alexandra Leunen	86%

The Articles of Association state that the decisions must be made by a majority of votes. In 2024 the Board of Directors took all decisions by full consensus.

Conflict of interests

Directors' conflict of interests of a patrimonial nature in application of Article 7:96 of the Belgian Companies and Associations Code

In 2024, the Board of Directors complied with the procedure in accordance with Article 7:96 of the Belgian Companies and Associations Code, in the meeting of the Board of Directors on 25 March 2024. The relevant parts of the minutes of this meeting of the Board of Directors are listed below:

"Article 7:96 of the Belgian Companies and Associations Code - declaration of the director Mr Stef De corte declares that he is affected by a conflict of interest, with regard to agenda item 4, as a decision has to be taken on the remuneration of Acortis BV, permanently represented by Mr De corte.

Consequently, the procedure included in Article 7:96 of the Belgian Companies and Associations Code must be complied with. Mr De corte abstains from the discussion and decision-making of agenda item 4.

The Statutory Auditor will be informed of this conflict of interest.

DELIBERATIONS AND DECISIONS

4. Discussion and approval remuneration Acortis BV

The Board of Directors refers to the Remuneration policy. The remuneration of the executive director consists, on the one hand, of a fixed component as a remuneration for the responsibilities related to the function and for certain competencies and experience; which is compared to remunerations of comparable functions, and annually evaluated. On the other hand, the remuneration consists of a performance-related remuneration, which is related to the realisation of objectives of the company and of individual objectives (variable remuneration component). These objectives include both financial and non-financial objectives, of which the combination ensures a balanced package, whereby value is created for the shareholder, based on cash flow and growth.

Taking into account the actual performance over the 2023 financial year, compared to the objectives over 2023, and the fact that the members of the Remuneration Committee agree that, partly due to the effort of the CEO, the 2023 financial year has been a successful year with strong increase in the net result, the Remuneration Committee proposes to award the total variable remuneration of 120K euro to the CEO.

The Remuneration Committee proposed the following remuneration package for Acortis BV over 2023:

a fixed remuneration component of 425K euro,
a variable remuneration component of 120K euro, and
other remuneration components for an amount of 4K euro.

The Board of Directors believes that the amount of compensation is in line with the market, and approves this proposal.

The Board of Directors determines that the variable remuneration is one quarter or less of the total annual remuneration. Over the 2023 financial year, the currently proposed variable remuneration component amounts to 22%, and the fixed remuneration component amounts to 77% of the total remuneration. Therefore, attributing the non-recurring remuneration is in accordance with article 7:91, al. 3 of the Belgian Companies and Associations Code, and does not need to be submitted to the General Meeting for approval.

The remuneration of the executive director is part of the Remuneration report, which is also subject to approval of the Annual Shareholders Meeting."

Relationships with affiliated companies

Transactions between the company and its subsidiaries and affiliated companies, in accordance with Article 7:97 of the Belgian Companies and Associations Code

During the 2024 financial year, there were no situations as referred to in Article 7:97 of the Belgian Companies and Associations Code.

BRIEF BIOGRAPHY OF THE MEMBERS OF THE BOARD OF DIRECTORS

PHILIPPE VLERICK Chairman, non-executive director

Office address: Vlerick Group Doorniksewijk 49 8500 Kortrijk, Belgium

Holder of several degrees from domestic and foreign universities (philosophy, law, management, business administration). Extensive experience as a director and manager in numerous companies, of which several in the financial and industrial sector.

Active in sector federations and interest groups of the corporate world (VBO, Voka, etc.).

Non-executive director at the company since 1995. Vice-chairman from 28 November 2005 to 2017. Chairman since 10 May 2017, also Chairman of the Nomination Committee and the Remuneration Committee.

His current mandate as director of the company runs until the Annual General Meeting of Shareholders of 13 May 2026.

Current directorships at other companies:

BIC Carpets NV (chairman),
UCO NV (chairman, managing director),
Raymond Uco Denim Private Limited (chairman),
Exmar NV (director),
KBC Groep (vice-chairman),
Besix NV (chairman),
BMT NV (director),
Vlerick Business School (director),
LVD Company NV (director),
Pentahold NV (chairman),
Concordia Textiles NV (director),
Europalia (chairman),
Festival van Vlaanderen (chairman),
Mediahuis (director).

In addition, Mr Philippe Vlerick is a director of various family companies.

Mr Philippe Vlerick has no family ties with other members of the company's administrative, management or supervisory bodies.

As at 31 December 2024, the companies united in the Consortium Midelco NV, of which Mr Philippe Vlerick is the main shareholder, held 789 970 shares (20.04%) smartphoto group NV. Thereof, 3 607 shares are held by Mr Philippe Vlerick personally.

As at 31 March 2025, the shares personally held by Mr Philippe Vlerick (3 607 shares, or 0.09%) were transferred to Midelco NV.

The shares smartphoto group NV, held by the companies united in the Consortium Midelco NV, are partly dematerialised (16 276), and partly registered shares, registered in the company's shareholders' register (773 694). Neither the companies united in the Consortium Midelco NV, nor Mr Philippe Vlerick hold any stock options of smartphoto group NV, nor do they have any business links with the group.

Mr Philippe Vlerick does not hold any registered shares of the company.

There is no agreement between the company or its affiliates and Mr Philippe Vlerick, which provides for any benefit upon termination of the mandate.

STEF DE CORTE Permanent representative of Acortis BV, managing director, CEO

Office address: smartphoto group NV Kwatrechtsteenweg 160 9230 Wetteren, Belgium

Civil engineer. Active within the group since 1999, initially as Finance & Administration Manager, then director of the Wholesale division which then had 18 labs in Europe, later as Chief Financial Officer, and since December 2005 as Managing Director of smartphoto.

At the General Meeting of 12 May 2010, Mr Stef De corte was appointed as director, and on 7 June 2012 as managing director of smartphoto group NV. As of 14 November 2017, Acortis BV, represented by its permanent representative Mr Stef De corte, was appointed as managing director.

Previously active in various consultancy functions in the field of production, logistics and general business management at Bekaert-Stanwick and ABB Service.

His current mandate as managing director of the company runs until the Annual General Meeting of Shareholders on 13 May 2026.

Current directorships at other companies:

Roxette Photo NV (director),
Nano Capital NV (director).

Mr Stef De corte has no family ties with other members of the company's executive, management or supervisory bodies.

Mr Stef De corte does not hold any personally registered shares in the company. Acortis BV, represented by its permanent representative Mr De corte, holds 5 250 shares. Acortis BV and Mr Stef De corte do not hold any stock options of smartphoto group NV.

There is an agreement that - only upon termination of the mandate at the request of the company - provides for financial compensation of twelve months.

GEERT VANDERSTAPPEN Permanent representative of Pallanza Invest BV, non-executive director

Office address: Pentahold NV Sluis 2D, bus 203 9810 Nazareth, Belgium Civil engineer. Acted as Chief Financial Officer at the company between 1993 and 1999, which is more than five years ago. As a partner at Pentahold NV and Buy-Out Fund CVA, Mr Vanderstappen has solid financial expertise.

Non-executive director since 28 November 2005. Director and Chairman of the Audit Committee. Mr Geert Vanderstappen has the necessary expertise in the field of accounting and auditing in the sense of Article 7:99, §2 of the Belgian Companies and Associations Code.

The current mandate of Pallanza Invest BV, represented by its permanent representative Mr Geert Vanderstappen, as director of the company runs until the Annual General Meeting of Shareholders on 14 May 2025.

To the Annual General Meeting of Shareholders on 14 May 2025 will be proposed to reappoint Pallanza Invest BV, represented by its fixed representative Mr Geert Vanderstappen, as a non-executive director for a period of 1 year, ending after the Annual General Meeting of Shareholders on 13 May 2026.

Current directorships at other companies:

Kinepolis NV,
Garden Center Holding (Oh'green) NV,
Pentahold NV,
M80 Partners NV,
Optimum Sorting Groep, and
Yuma Groep.

Mr Geert Vanderstappen has no family ties with other members of the company's executive, management or supervisory bodies.

Pallanza Invest BV and Mr Geert Vanderstappen do not hold any registered shares in smartphoto group NV, do not hold any stock options, and do not have any other business links with the group.

There is no agreement between the company or its affiliated companies and Mr Geert Vanderstappen, which provides for any benefit upon termination of the mandate.

KATYA DEGRIECK Permanent representative of Fovea BV, non-executive director

Office address: Fovea BV Avenue Mignot Delstanche 58, 3G 1050 Elsene, Brussel, Belgium

Commercial Engineer. MBA. Started as a management consultant at Andersen Consulting, and has been active in the media world for 25 years: including managing director of ECI (daughter of Bertelsmann), Corporate Director & Business Development manager of Corelio, member of the Executive Committee of Corelio NV (later Mediahuis NV), and director of various media companies of the Corelio and/ or Mediahuis holdings, and the Arkafund venture capital fund.

Katya Degrieck is a senior executive at Google; Director of Publishers in Northern Europe, Israel, Middle East and Africa, and indirect Partnerships, EMEA wide.

Non-executive, independent director since 8 May 2013. Member of the Remuneration Committee and the Audit Committee since 10 May 2017. Mrs Katya Degrieck complies with the independence criteria in accordance with principle 5.3 of the Belgian Corporate Governance Code 2020, referred to in Article 7:87 of the Belgian Companies and Associations Code.

The mandate of Fovea BV, represented by its permanent representative Mrs Katya Degrieck, as director of the company, runs until the Annual General Meeting of Shareholders on 14 May 2025.

To the Annual General Meeting of Shareholders on 14 May 2025 will be proposed to reappoint Fovea BV, represented by its fixed representative Mrs Katya Degrieck, as a non-executive director for a period of 1 year, ending after the Annual General Meeting of Shareholders on 13 May 2026.

As of her renomination, Fovea BV, permanently represented by Ms Katya Degrieck, will have served as a non-executive director for more than 12 years. As she meets all other criteria regarding independence, included in Article 7:87 of the Companies and Associations Code and the Corporate Governance Code, and, the Board of Directors confirms that it has no indication of any other element that would call this independence into question, the director Fovea BV, as well as its permanent representative Ms Katya Degrieck, is considered independent.

Current directorships at other companies:

Non-executive, independent director at UPG (Unified Post Group) as from 8 September 2020. Listed company. Member of the Remuneration Committee and the M&A Committee.

Member of the International Advisory Board IconicHouses.org, a global platform and network for house musea.

Mrs Katya Degrieck has no family ties with other members of the company's administrative, management or supervisory bodies.

Fovea BV and Mrs Katya Degrieck do not hold any registered shares in smartphoto group NV, do not hold any stock options of the company, and do not have any other business links with the group.

There is no agreement between the company or its affiliates and Mrs Katya Degrieck, which provides for any benefit upon termination of the mandate.

HANS VAN RIJCKEGHEM Non-executive director

Office address: Locofin BV Bunder 4 9080 Lochristi, Belgium

Licentiate in Commercial and Financial Sciences (VLEKHO - Brussels), PUB (Vlerick Business School - Ghent).

Mr Van Rijckeghem started his career in 1993 at KBC Bank NV. He then worked for ten years at the independent service provider Lessius Corporate Finance (partner until 2009). From 2010 to 2023 managing director of Shopinvest NV, Nr4 NV and various related real estate companies. Also active as chairman-director of VZW Karus, psychiatric centre in Merelbeke-Melle and Ghent.

Non-executive director and member of the Nomination Committee and the Audit Committee at the company since 10 May 2017. Mr Hans Van Rijckeghem has the necessary expertise in the field of accounting and auditing in the sense of Article 7:99, §2 of the Belgian Companies and Associations Code.

His current mandate as director of the company runs until the Annual General Meeting of Shareholders on 13 May 2026.

Mr Hans Van Rijckeghem has no family ties with other members of the company's executive, management or supervisory bodies.

Mr Hans Van Rijckeghem does not hold any registered shares in smartphoto group NV, does not hold any stock options of the company, and does not have any other business links with the group.

There is no agreement between the company or its affiliated companies and Mr Hans Van Rijckeghem, which provides for any benefit upon termination of the mandate.

MARC COUCKE Permanent representative of Alychlo NV, non-executive director

Office address: Alychlo NV Lembergsesteenweg 19 9820 Merelbeke-Melle, Belgium

Master in Pharmaceutical Sciences (UGent) followed by Postgraduate Business Management (MBA Vlerick Business School - Ghent).

Founder and former CEO of Omega Pharma. After its sale, Mr Marc Coucke invested through Alychlo NV in various listed and unlisted companies.

Non-executive director and member of the Nomination Committee at the company since 10 May 2017. His current mandate as director of the company runs until the Annual General Meeting of Shareholders on 13 May 2026.

Current most important directorships at other companies:

● Animalcare Group Plc. (director).

As at 31 December 2024, Alychlo NV, controlled by Mr Marc Coucke, held 629 001 shares (15.96%) of smartphoto group NV. In addition, Mr Marc Coucke personally held 900 shares (0.02%) of smartphoto group NV . As at 31 March 2025, Alychlo NV, controlled by Mr Marc Coucke, holds 762 169 shares (19.33%) smartphoto group NV. The shares personally held (900 shares, or 0.02%) were transferred to Alychlo NV on 6 March 2025.

The shares of smartphoto group NV held by Alychlo NV are partially dematerialised shares, partially registered shares. Neither Alychlo nor Mr Marc Coucke own stock options of the company, nor have any other business connection with the group.

There is no agreement between the company or its affiliated companies and Mr Marc Coucke, which provides for any benefit upon termination of the mandate.

ALEXANDRA LEUNEN Non-executive director

Office address: Kasteelstraat 1 1560 Hoeilaart, Belgium

UX Design & Research Certificate (ULB), Digital Transformation Program 'Take the Lead', Digital Disruption (Vlerick Business School), Graduate Marketing (EPHEC). Graduate International Advertising Association (IAA).

Head of Digital & Customer Experience at STIB/MIVB. Previously active as a Freelance Consultant (Patada Consult) in various companies in the field of marketing, communication and digitisation. Founder and Managing Partner of Lemon Crush BV, sold in 2013.

Non-executive, independent director and member of the Remuneration Committee since 10 May 2017. Mrs Alexandra Leunen fulfils the independence criteria in accordance with principle 5.3 of the Belgian Corporate Governance Code 2020, referred to in Article 7:87 of the Belgian Companies and Associations Code.

Mrs Alexandra Leunen's mandate, as director of the company, runs until the Annual General Meeting of Shareholders on 13 May 2026.

Current directorships at other companies:

Ascencio CVA (director);
Universum NV (director).

Mrs Alexandra Leunen has no family ties with other members of the company's administrative, management or supervisory bodies.

Mrs Alexandra Leunen does not hold any registered shares or stock options in smartphoto group NV, nor does she have any other business links with the group.

There is no agreement between the company or its affiliates and Mrs Alexandra Leunen, which provides for any benefit upon termination of the mandate.

Composition and functioning of the committees

Within the Board of Directors there are three committees: an Audit Committee, a Nomination Committee, and a Remuneration Committee. The regulations of these committees have been incorporated in the Corporate Governance Charter.

Audit Committee

Composition of the Audit Committee

Pallanza Invest BV, represented by its permanent representative Mr Geert Vanderstappen, director and chairman of the Committee, appointed until the 2025 Annual General Meeting of Shareholders;
Fovea BV, represented by its permanent representative Mrs Katya Degrieck, independent director, appointed until the 2025 Annual General Meeting of Shareholders; and
Mr Hans Van Rijckeghem, director, appointed until the 2026 Annual General Meeting of Shareholders.

In accordance with Article 7:99 of the Belgian Companies and Associations Code, the Audit Committee is composed of 3 non-executive members of the Board of Directors. The members possess a collective expertise in the field of the company's activities. At least one member is an independent director in the sense of Article 7:87. Fovea BV, represented by its permanent representative Mrs Katya Degrieck, is an independent director.

Also in accordance with Article 7:99 of the Belgian Companies and Associations Code, at least one member of the Audit Committee possesses the necessary expertise and professional experience in the field of accounting and audit. Both Mr Geert Vanderstappen, permanent representative of Pallanza Invest BV, non-executive director, and Mr Hans Van Rijckeghem, non-executive director, possess the necessary expertise and professional experience in the field of accounting and audit as a result of their career and current professional activities.

The CEO, the CFO and the internal auditor attend the meetings of the Audit Committee.

Audit Committee's report on its activities in 2024

The Audit Committee met 4 times in 2024. Two meetings were mainly devoted to the review of the consolidated financial statements as at 31 December 2023 and the half-yearly consolidated figures as at 30 June 2024. One meeting was devoted to the annual impairment tests in accordance with IAS 36, concerning the identified cash-generating units smartphoto and naYan, in order to examine whether an impairment loss should be recognised. One meeting was mainly devoted to internal controls and risk management systems; more specifically the risks and the measures taken to mitigate the risks related to cybersecurity were discussed. Other items on the agenda were: the discussion of the non-audit services of the Statutory Auditor and its network, and the findings and recommendations of the Statutory Auditor as well as his independence.

Further topics discussed during the meetings in 2024 included the update of the quarterly reporting, the preparation of the ESG reporting, more specific the double materiality exercise to determine the most important sustainability themes, GDPR matters and the acquisition of Topfanz BV and System Insight Holdings Ltd.

Of 12 possible attendances (4 meetings x 3 members) there was one apology for absence. Fovea BV, represented by its permanent representative Mrs Katya Degrieck, apologised once.

Nomination Committee

Composition of the Nomination Committee

The following members of the Nomination Committee have been appointed until the Annual General Meeting of Shareholders that will take place on 13 May 2026:

Mr Philippe Vlerick, chairman of the Committee, non-executive director;
Mr Hans Van Rijckeghem, non-executive director; and
Alychlo NV, represented by its permanent representative Mr Marc Coucke, non-executive director.

The composition of the Nomination Committee deviates from principle 4.19 of the 2020 Code, which stipulates that the Nomination Committee must be composed of a majority of independent, non-executive directors. The current Nomination Committee is composed of non-independent, non-executive directors. The Board of Directors is of the opinion that the fact that the members are not independent does not weigh up against their experience as a member and chairman of the Nomination Committee. This is even more justified in view of the division of powers between the Nomination Committee and the Remuneration Committee. The Board is of the opinion that these members therefore possess sufficient objectivity when exercising their function.

Nomination Committee's report on its activities in 2024

The Nomination Committee makes proposals concerning the evaluation and reappointment of directors and executive management, as well as the appointment and introduction of new directors.

In accordance with principle 4.5 of the 2020 Code, the Nomination Committee convenes when necessary in order to fulfil its tasks efficiently. In 2024, the Nomination Committee did not meet.

Remuneration Committee

The Remuneration Committee makes recommendations to the Board of Directors about the individual remuneration of the directors, including the Chairman of the Board of Directors, the remunerations for the members of the committees and the people responsible for daily management, including variable remuneration and long-term performance bonuses, whether or not linked to shares, in the form of share options or other financial instruments, and severance pay.

The recommendations of the Remuneration Committee are submitted to the Board of Directors, and subsequently the General Meeting of Shareholders, for approval.

Composition of the Remuneration Committee

Mr Philippe Vlerick, chairman of the Committee, non-executive director, appointed until the 2026 Annual General Meeting of Shareholders,
Fovea BV, represented by its permanent representative Mrs Katya Degrieck, independent non-executive director, appointed until the 2025 Annual General Meeting of Shareholders; and
Mrs Alexandra Leunen, independent non-executive director, appointed until the 2026 Annual General Meeting of Shareholders.

The composition of the Remuneration Committee fulfills the requirements of Article 7:100 of the Belgian Companies and Associations Code, and the principles of the 2020 Code. The members all possess the necessary expertise in the field of remuneration policy, in view of their prior and current professional activities.

Remuneration Committee's report on its activities in 2024

In accordance with Article 7:100 of the Belgian Companies and Associations Code, the Remuneration Committee convenes when they deem it necessary to carry out their tasks effectively, and at least twice a year.

The Remuneration Committee met twice in 2024 and dealt with issues including the individual remuneration for the executive director, more specifically, the approval of the variable remuneration over 2023, and the terms and conditions of the fixed and variable remunerations for the current financial year. Moreover, the remuneration for the non-executive directors and the executive director are reviewed according to the stipulations of the Belgian Companies and Associations Code and the principles of the 2020 Code.

All members attended the meetings.

The remuneration policy of the company was approved by the General Meeting of Shareholders of 12 May 2021. This remuneration policy will be submitted for approval to the General Meeting of Shareholders of the company, for every material change and at least every four years. The remuneration policy has not been amended since its approval on 12 May 2021. It will be resubmitted for approval at the Annual General Meeting of Shareholders on 14 May 2025..

Information regarding diversity

Given smartphoto group's corporate culture, which does not differentiate on the basis of age, gender, orientation, disability, ethnic origin or nationality, everyone is given equal opportunities, which leads to a diverse workforce as such.

This diversity policy is also applied with regard to the composition of the Board of Directors, which strives for a Board of Directors composed of directors with a broad professional background, in order to achieve in its composition the best possible diversity and complementarity of experience, competences and education, regardless of their personal characteristics.

The nominations of the members of the Board of Directors, endorsed by the General Meeting of Shareholders on 10 May 2023, met the criteria of diversity in gender and age, as well as in competences, experience and knowledge. Thus, the current composition of the Board of Directors also complies with the legal requirements of gender diversity as provided for in Article 7:86 of the Belgian Companies and Associations Code.

In the brief biography of the members of the Board of Directors, more information can be found.

Age diversity within the current Board of Directors

Age	46-50	51-55	56-60	61-65	>65	Total
Number of directors			2	2
In % of total	14.3%	14.3%	28.6%	28.6%	14.3%	100.0%

Gender diversity within the current Board of Directors

Gender	Woman	Men	Total
Number of directors	2	5	7
Breakdown	1/3	2/3

Statutory Auditor

The General Meeting of Shareholders of 10 May 2023 has appointed Deloitte Bedrijfsrevisoren BV, with registered office at Brussels National Airport 1J, 1930 Zaventem, Belgium, IBR nr 025, RPR BE 0429.053.863, represented by Mrs Charlotte Vanrobaeys, as Statutory Auditor of the company. The mandate of Deloitte Bedrijfsrevisoren BV runs for a period of three years, and expires after the Annual General Meeting of Shareholders of 2026.

Day-to-day management

Managing director

In accordance with Article 20 of the Articles of Association, the authorisation for the day-to-day management has been delegated to a managing director. The managing director, or two directors acting jointly, represent the company in a legal and de facto capacity.

Acortis BV, represented by its permanent representative Mr Stef De corte, is acting as managing director of the company since 14 November 2017.

Evaluation process of the Board of Directors, the committees and the individual directors

The Board of Directors regularly evaluates its size, composition and performance; as well as those of the committees and the individual directors. In this evaluation, the Board of Directors assesses how the Board of Directors and the committees operate, examines whether the important issues are thoroughly prepared and discussed, evaluates the performance of each director and, if necessary, the current composition of the Board of Directors or the committees is harmonised with the required composition of the Board of Directors or of the committees.

Remuneration report

The remuneration report provides a general overview of the remunerations granted to the executive and non-executive directors in 2024. The fees included below are in accordance with Article 3:6, §3 of the Belgian Companies and Associations Code, with the 2020 Belgian Corporate Governance Code (2020 Code), and with the company's remuneration policy, applicable as from 2020.

The Remuneration Committee makes recommendations to the Board of Directors on (i) the remuneration policy and (ii) the individual remuneration of the directors, the persons charged with day-to-day management as referred to in Article 3:6, §3, last paragraph, and the persons charged with the day-to-day management. These recommendations are subject to the approval of the Board of Directors and the shareholders at the Annual General Meeting.

Remuneration policy

The remuneration policy of smartphoto group has been drawn up in accordance with Article 7:89/1 of the CCA and, insofar no deviations have been included in the Corporate Governance statement, with the recommendations of the 2020 Code. The remuneration policy is approved by the General Meeting of Shareholders of 12 May 2021. This policy will, for every material change and at least every four years, be submitted for approval to the General Meeting of Shareholders of the company. The remuneration policy has not been amended since its approval on 12 May 2021. It will be submitted again for approval at the Annual General Meeting on 14 May 2025.

Remuneration of the non-executive directors in 2024

In accordance with the remuneration policy of smartphoto group NV, the non-executive directors each receive a fixed remuneration of 12 500 euro per year. Mr Philippe Vlerick, appointed as Chairman, receives an additional fixed remuneration of 12 500 euro per annum in his capacity as Chairman of the Board of Directors. No separate remunerations are provided for the members of the committees, except for the members of the Audit Committee (Pallanza Invest BV, Fovea BV and Hans Van Rijckeghem). In addition to their general annual remuneration as a member of the Board of Directors, they each receive an annual fixed remuneration of 2 500 euro.

The total fees paid to non-executive directors for the 2024 financial year amount to 95 000 euro; for 2023, these fees also amounted to 95 000 euro.

There is no agreement between the company or its affiliated companies and the non-executive members of the Board of Directors, which provides for any benefit upon termination of their mandate as directors.

The non-executive directors do not receive variable remunerations, pensions or other components of remuneration.

On 31 December 2024, the non-executive directors personally hold a total of 4 507 shares in the company. Certain directors represent another main shareholder, and are indirect shareholders. A breakdown of these indirect interests can be found on page 30 of this document.

None of the directors has received a loan granted by smartphoto group NV or any other related company.

Remuneration of the executive director in 2024

The remuneration of the executive director is determined by the Board of Directors at the recommendation of the Remuneration Committee, corresponding to the remuneration policy of smartphoto group NV.

A part of the remuneration of the present executive director is performance related as an incentive to support the short and long term performance of the group. The variable remuneration is directly linked to the achievement of the objectives of smartphoto group NV. In accordance with principle 7.12 of the 2020 Code, there is a retention clause between Acortis BV, represented by its permanent representative Mr Stef De corte, and the company, to withhold payment of variable remuneration in case the proposed objectives, which are set up at the start of the financial year, and are proposed by the Remuneration Committee, are not realised.

The executive director's remuneration is a deviation from principle 7.8 of the 2020 Code, which stipulates that the variable part of the executive director's remuneration package is linked to the overall performance of the company and individual performances. Notwithstanding the fact that the variable remuneration of the executive director is in principle linked to the overall performance of the company, it is the individual performance of the executive director that underlies the achievement of these overall goals. After all, this is the merit of the managing director who takes on the daily management.

In 2024, the fixed remuneration amounts to 450 000 euro. The variable remuneration consists of a cash bonus which depends on the realised performance of the company against the predefined targets, as determined by the Remuneration Committee. These predefined targets are linked for 65% to consolidated group results on operating income and EBITDA, and for 35% to KPIs of the smartphoto and B2B segment, respectively. Taking into account the actual performance for the 2024 financial year against the predetermined targets for 2024, a variable remuneration of 125 645 euro is granted to the CEO. The other remuneration components amount to 3 906 euro. The total remuneration for the executive director for the 2024 financial year thus amounts to 579 551 euro.

The remuneration components for the executive director are shown below. No guarantees or loans have been provided by smartphoto group NV or related companies to the executive director.

Executive Director	Fixed remuneration component (1)	Variable remuneration component (1) (2)	Other remuneration components (3)
Stef De corte (4)	450	126

Remunerations and interests of the executive director (in K euro)

(1)Cost to the company, i.e. gross amount including social security contributions.

(2) The variable component is determined in the form of a bonus plan that is assessed each year by the Remuneration Committee. This bonus plan includes financial and non-financial targets.

(3) The other components refer to the costs for insurance policies, and the cash value of the other benefits in kind, i.e. expense allowances, company car, etc.

(4) Mr Stef De corte, fixed representative of Acortis BV.

Regardless of the aforementioned remuneration, Acortis BV, represented by its permanent representative Mr Stef De corte, holds 5 250 shares of smartphoto group NV. See the brief biography of the members of the Board of Directors.

Contrary to principle 7.9 of the 2020 Code, no minimum threshold has been set for shares that should be held. The Board of Directors is of the opinion that, despite the deviations from this principle of the 2020 Code, the interests of the executive director are sufficiently aligned with the objectives of sustainable value creation of the company. Moreover, the fact that the executive director already receives a remuneration in his capacity as CEO, and that the variable component of the remuneration essentially relates to the overall performance of the company, means that the interests of the executive director are sufficiently aligned with the objectives of sustainable value creation of the company.

Information about the remuneration policy in accordance with Article 7:91 of the Belgian Companies and Associations Code

The remuneration policy stipulates that the variable remuneration is one quarter or less of the total annual remuneration. For the 2024 financial year, the variable remuneration component amounts to 125 645 euro, which is 21.7% of the total remuneration, and the fixed remuneration amounts to 77.7% of the total remuneration.

Severance payments

There is an agreement between Acortis BV, represented by its permanent representative, Mr Stef De corte, and the company that - only upon termination at the request of the company - provides for a financial compensation of 12 months.

Evolution of the remuneration	2020	2021	2022	2023	2024
Yearly remuneration non-executive directors (1)	0%	0%	0%	0%	0%
Executive director (2)	12.0%	-3.8%	4.3%	2.8%	6.6%
Changes in the performance of the Company (3)	34.9%	-14.1%	27.3%	1.2%	1.2%
Changes in the average remuneration of the other employees (4)	-3,1%	5.0%	4.8%	14.6%	16.6%
Ratio between the highest and lowest remuneration (5)	10.2%	10.2%	10.1%	10.6%	10.4%

Risk management and internal control

The Board of Directors relies on the Audit Committee for the supervision of the proper operation of the risk management and internal control systems.

The internal control and risk management systems provide reasonable assurance regarding the achievement of the objectives, the reliability of the financial reporting and compliance with the applicable laws and regulations.

The management of risks forms an integral part of the way in which the group is managed. The group has taken and will continue to take - measures to control any risks as efficiently as possible. There is no guarantee, however, that the measures taken will be completely efficient in all possible circumstances, and it can therefore not be ruled out that some risks may occur and therefore may impact the company. There may be other risks the company is currently not aware of, or which are currently not thought to be significant, and which may have a negative impact on the company or the value of its shares.

The analysis of the risks surrounding the planning, organisation, managing and controlling of operations is being elaborated and structured in more detail. This Enterprise Risk Management process (ERM process) encompasses financial, strategic and operational risk management to minimise the likelihood of risks. This means that the business risks are being systematically identified, measured and controlled, so that the risk profile is in line with the risk appetite. The Audit Committee monitors the ERM project. The ERM system is systematically evaluated by the Audit Committee.

The internal audit department of smartphoto group ensures that the risk management process is complied with, that the minimum internal control requirements are met, and that the identification and management of the risks are implemented effectively. The Audit Committee subjects the company's systems for internal control and risk management to an annual assessment. The Audit Committee also evaluates the operation of the internal audit department on a biannual basis.

The external audit also assesses the internal controls embodied in the business processes on an annual basis and reports regularly to the Audit Committee.

Description of the risks and uncertainties

Strategic risks

Market risks

The company operates in a market that is highly susceptible to changes. The most important market-related risks are related to technological developments and their effect on consumer behaviour, the development of consumer prices, and the competitive position.

Smartphoto group's strategy is based to a large extent on the findings of prospective market research from which new opportunities emerge for the business. These findings have an inherent risk of error and may also be impacted by future technological developments not yet taken into account. The group manages these risks by permanently keeping in touch with the technological world, the market, and the consumers, in order to, if necessary, rapidly revise not only its strategy, but also its investment plans and business plans.

The future profitability of the company is also determined by the selling prices that it can achieve for its products and services. The price elasticity of the demand, combined with the development of the margins, involves a risk for the group's profitability. Although the group assumes continued price pressure in its business plan, it continues to proactively manage risks by reducing its fixed overhead costs on the one hand and, on the other, by continuously offering new products. Thus the range of photo related products is increasingly being expanded with products such as photo books, cards, calendars, gifts, wall decoration, clothing and accessories, etc.

The group's future market share and business figures can be affected by campaigns of existing competitors or the entry of new competitors. By monitoring the position of competitors on a permanent basis, the group takes this factor into account for the further development of its plans and its operation.

Operational risks

Inventory risks

Inventory risks can arise due to technological development or obsolescence, by theft or by price and currency fluctuations. The risks due to technological changes and the price risks are limited by optimising the inventory. The inventory is also continuously evaluated, and if needed sufficient amortisation and depreciation is applied to cover the risks. Risks of loss of inventory by theft are covered by stock insurances. Due to the nature of the activities, these risks are limited.

Regarding the e-commerce activities, smartphoto group is only dependent on strategic suppliers to a limited extent. There are always several suppliers for each of the various product groups.

IT risks

The e-commerce activities are strongly dependent on the in-house development of IT systems and access to the internet in general.

The online ordering software is maintained by a team of specialists and is increasingly optimised to improve the functionality for the customer. To reduce the risk of the failure of the systems as much as possible, and to ensure the continuity of operations, continuity programmes have been developed in which several backup systems have been implemented and fallback scenarios have been elaborated.

The fact that the smartphoto website is hosted on the Google Cloud platform has further contributed to the increased optimisation of our websites' speed and accessibility, and increases the security of our platform. This also facilitates capturing the peaks during the year.

Cyber risks are mitigated through, among others, cyber security awareness training for employees, combining automated phishing simulations with interactive training on cybersecurity. Furthermore, these risks are covered through insurance policies with external insurers.

Financial risks

Financial reporting

The quality of the reported financial figures is assured by the proper monitoring of the accounting closing processes and the related internal controls.

For management reporting purposes, the accounting is closed on a monthly basis. The financial figures are consolidated on a quarterly basis according to a formal consolidation process. The annual financial figures are also subject to the statutory auditor's review.

The financial figures are published by means of financial press releases on pre-announced dates in order to communicate and inform as transparently as possible.

Furthermore, the main financial risks the group is facing, relate to outstanding trade receivables and transactions in currencies other than the euro.

Credit risk

The majority of the smartphoto group's activities is conducted by means of remote sales to end consumers. This involves exposure to non-collectability of many, relatively small, trade receivables. Since for the e-commerce activities the majority of orders are paid directly through online payments, where the order is only confirmed after approval by the payment organisation, this risk is very limited. Due to the partnership with Klarna, the customer is still offered the possibility of post-payment, but the group also minimises risks through the risk management services, including fraud prevention and credit checks. For the part where payments are collected by bank transfer, adequate debtor management is in place.

For other trade receivables, credit limits and payment deadlines are defined for each customer. When these deadlines are exceeded, dunning procedures are initiated, and deliveries to customers are blocked.

There was no significant concentration of risk as at 31 December 2023, nor as at 31 December 2024.

Receivables of which collectability is partially or entirely uncertain, are subject to write-downs. The carrying amount of these receivables does not differ significantly from their fair value, due to the short-term nature of these outstanding receivables.

The write-downs on trade receivables are calculated taking into account any known and expected credit losses, which are based on historical information from the past, regarding the losses incurred.

Liquidity risk

The net cash evolved from a cash surplus of 13 385 193 euro at the end of 2023 to a cash surplus of 11 024 677 euro at the end of 2024.

The group holds undrawn credit lines for an amount of 5 600 000 euro in the 2024 financial year.

In 2023 and 2024, the group did not rely on financial instruments to hedge currency and/or interest rate risks.

Because the credit agreements with KBC Bank were entered into at a fixed interest rate, a sensitivity analysis of the current and non-current interest-bearing financial liabilities is not representative.

For the bank overdrafts, the interest rate is determined at the moment of withdrawal. This operating procedure enables smartphoto group to accept fluctuations in the financial expenses in accordance with the evolution of market interest rates. As at 31 December 2023 and 2024 there were no bank overdrafts. The cash and cash equivalents are invested free of risks.

Exchange rate risk

As the company operates mainly in a euro environment, the exchange rate risk is extremely limited.

Equity structure

The group optimises its equity structure, the combination of liabilities and equity. The most important objective of the equity structure is to obtain the best possible shareholder value, while simultaneously retaining the requisite financial flexibility to implement strategic projects. Maintaining a fundamentally healthy financial structure is essential.

Seasonal fluctuations

The activities of smartphoto group are subject to seasonal fluctuations. Sales, for example, show a strong peak every fourth quarter. As a result, it is not meaningful to make a comparison between revenue and results of different quarters and semesters of the same year; and interim results are not a reliable indicator for future revenue and results over an entire year.

Legal risks

Risks related to the compliance with laws and regulations

The company is subject to the applicable laws and regulations of each country in which it operates, as well as the European laws and regulations. As smartphoto group is listed on Euronext Brussels, the group is also subject to the Belgian and European legislation regarding publication requirements and insider trading.

Smartphoto group endeavours to respect the imposed statutory requirements. Smartphoto is in line with the European Regulation 2016/679 of April 27, 2016 regarding data protection and privacy (also General Data Protection Regulation or GDPR). This Regulation, which entirely and directly applies to all European member states, relates to the management and protection of the personal data of European citizens. Also in accordance with this Regulation, a Data Protection Officer (DPO) has been appointed within the smartphoto group.

Risks related to tax disputes

Neither the company nor its subsidiaries are currently involved in any tax disputes which have been brought before the tax courts. Therefore no additional provisions have to be recognised.

Changes in tax legislation can have both positive and negative effects on the group's result.

Risks related to disputes

A receivable concerning a claim or dispute is taken into account if it is virtually certain that an inflow of economic benefits will occur. If such an inflow is probable, the receivable is disclosed as a contingent asset. A provision must be recognised for existing liabilities to the extent that it is also probable that an outflow of funds will take place to resolve the obligation and a reliable estimate can be made of the amount of the liability. Regular assessment is carried out on all claims and disputes. The outcome of this assessment determines what provisions or receivables will be recognised for which claims and disputes.

If a provision or a claim has to be recognised, an estimate of the chance and size of the outflow, respectively inflow of resources, requires a significant amount of evaluation. This evaluation is partly supported by legal advice. There are no material claims or disputes pending for which no provision has been made.

Force majeur risks

Impact of the ongoing war in Ukraine

Smartphoto group analysed the risks of the consequences of the conflict between Russia and Ukraine, and the impact of this crisis to the operating activities, the market, the financial situation and the economic performance.

Considering smartphoto group is not active on the Ukrainian market, nor on the Russian market, the Russian invasion of Ukraine had little direct impact on the commercial activities of smartphoto group.

Impact of the return of the war in the Middle East

Smartphoto group analysed the risks of the consequences of the conflict in the Middle East, and the impact of this crisis to the operating activities, the market, the financial situation and the economic performance.

Considering smartphoto group is not active in the Middle East, the conflict in the Middle East had little direct impact on the commercial activities of smartphoto group.

Impact of the macro economic environment

On the contrary, the higher energy and raw material prices, higher shipping costs and the automatic wage indexations, caused by inflation, impacted costs from smartphoto group's business activities. By implementing strict cost control and smart price increases, margins in 2024 could still be increased, compared to 2023, and profitability could be preserved.

Developments regarding the Ukraine crisis, the conflict in the Middle East and the impact of possible further inflation, are closely monitored, enabling smartphoto group to take the necessary measures in time.

Other risks concerning health, safety and the environment

Safety and prevention measures are used to avoid these risks as much as possible. These risks are also hedged by means of insurance policies with external insurers.

Risks as a result of fire and violence

These risks are avoided as much as possible thanks to fire safety and prevention measures and are covered by insurance policies with external insurers.

Risks as a result of power outages

As mentioned under the IT risks, these risks are taken care of by continuity programmes in which several backup systems have been implemented and fallback scenarios have been elaborated. The adverse consequences are also covered by insurance policies.

Information pursuant to Article 14, §4 of the Act of 2 May 2007

Shareholder structure

The law and smartphoto group NV's Articles of Association require each shareholder whose voting rights, associated with the securities that grant voting rights, exceed or fall below the thresholds of 3%, 5% or any multiple of 5%, to notify this fact to the company and the FSMA, the Belgian Financial Services and Markets Authority.

The company received the following notification in 2024:

Notification received on 4 June 2024

The private foundation trust office Vleterinvest, and Mr Etienne Kaesteker (Beukenlaan 1, 9250 Waasmunster, Belgium), have notified the Financial Services and Markets Authority (FSMA) and smartphoto group NV about the transfer of control over Shopinvest NV, which holds a participation in smartphoto group NV, by insertion of a private foundation trust office in the chain structure.

Details of the notification received are given below.

Notification by a parent undertaking or a controlling person

Holders of voting rights	Previous notification # of voting rights	After the transaction # of voting rights	% of voting rights
Etienne Kaesteker	0	0	0.00%
Private foundation trust office Vleterinvest	0	0	0.00%
Shopinvest NV	(1) 5 700 000	719 000	18.24%
Subtotal	(1) 5 700 000	719 000	18.24%
TOTAL		719 000	18.24%

(1) Taking into account the 1-for-10 share regrouping dated 30 November 2017, the number of voting rights relating to the previous notification (16 September 2015) is 570 000 voting rights.

Total number of voting rights (the denominator) at the time of the transaction, i.e. on 12 January 2024: 3 941 950. The threshold exceeded amounts to 15%.

Chain of controlled undertakings through which the holding is effectively held:

Shopinvest NV holds a qualifying participation in smartphoto. Almost all Shopinvest NV shares were transferred for certification; the private foundation trust office Vleterinvest has become controlling person of Shopinvest NV pursuant to this certification. Etienne Kaesteker can be regarded as the controlling person of the private foundation trust office Vleterinvest.

Notification received on 18 July 2024

The private foundation trust office Vleterinvest (Beukenlaan 1, 9250 Waasmunster, Belgium), has notified the Financial Services and Markets Authority (FSMA) and smartphoto group NV about the transfer for certification of the shares of Shopinvest NV. Pursuant to this certification, the private foundation trust office Vleterinvest is the controlling person of Shopinvest NV.

Details of the notification received are given below.

Notification by a parent undertaking or a controlling person

Holders of voting rights	Previous notification # of voting rights	After the transaction # of voting rights	% of voting rights
Private foundation trust office Vleterinvest	0	0	0,00%
Shopinvest NV	719 000	719 000	18.24%
Subtotal	719 000	719 000	18.24%
TOTAL		719 000	18.24%

Total number of voting rights (the denominator) at the time of the transaction, i.e. on 18 July 2024: 3 941 950. The threshold exceeded amounts to 15%.

Chain of controlled undertakings through which the holding is effectively held:

Shopinvest NV holds a qualifying participation in smartphoto. The shares of Shopinvest NV shares were transferred for certification; the private foundation trust office Vleterinvest is the controlling person of Shopinvest NV pursuant to this certification.

Notification received on 9 December 2024

The companies Cecan NV, Midelco NV, Cecan Invest NV and Isarick NV, as well as Mr Philippe Vlerick, Doorniksewijk 49, B - 8500 Kortrijk, have informed the Financial Services and Markets Authority (FSMA) and smartphoto group NV that on 26 November 2024, Cecan Invest NV sold its 269 864 smartphoto shares to its parent company Cecan NV, and has withdrawn from the agreement to act in concert.

Details of the notification received are given below.

Notification by persons acting in concert

Reason for notification:

Acquisition or transfer of voting securities or voting rights Entering into or amending an agreement to act in concert

Holders of voting rights	Previous notification	After the transaction
	# of voting rights	# of voting rights	% of voting rights
STAK Professor Vlerick	0	0	0.00%
Cecan NV	0	269 864	6.85%
Cecan Invest NV	269 864	0	0.00%
Subtotal	269 864	269 864	6.8%
Philippe Vlerick	3 607	3 607	0.09%
Midelco NV	503 830	503 830	12.78%
Subtotal	507 437	507 437	12.87%
Isabelle Vlerick	0	0	0.00%
Isarick NV	12 669	12 669	0.32%
Subtotal	12 669	12 669	0.32%
TOTAL	789 970	789 970	20.04%

Total number of voting rights (the denominator) at the time of the transaction, i.e. on 26 November 2024: 3 941 950.

The threshold exceeded amounts to 5%.

Chain of controlled undertakings through which the holding is effectively held:

The shares are held directly by the companies Midelco NV, Isarick NV and Cecan NV, and by Mr Philippe Vlerick. Cecan Invest NV is a direct subsidiary of Cecan NV whose majority shareholder is STAK Professor Vlerick. Midelco NV is controlled by Mr Philippe Vlerick. Isarick NV is a direct subsidiary of Ispahan NV, which is controlled by Ms Isabelle Vlerick.

Notification received on 31 December 2024

The private foundation trust office Vleterinvest (Gentstraat 17, bus 3, 9250 Waasmunster, Belgium), has notified the Financial Services and Markets Authority (FSMA) and smartphoto group NV about an exchange agreement between the companies Shopinvest NV and De Vleterbeek NV, whereby 169 980 smartphoto group shares have become the property of De Vleterbeek NV.

Details of the notification received are given below.

Notification by a parent undertaking or a controlling person

Reason for notification:

Acquisition or transfer of voting securities or voting rights

Holders of voting rights	Previous notification	After the transaction
	# of voting rights	# of voting rights	% of voting rights
Private foundation trust office Vleterinvest	0	0	0.00%
Shopinvest NV	719 000	550 020	13.95%
De Vleterbeek NV	0	168 980	4.29%
Subtotal	719 000	719 000	18.24%
TOTAL		719 000	18.24%

Total number of voting rights (the denominator) at the time of the transaction, i.e. on 31 December 2024: 3 941 950.

The threshold exceeded amounts to 15%.

Chain of controlled undertakings through which the holding is effectively held:

The private foundation trust office Vleterinvest holds 100% of the shares and voting rights of Shopinvest NV. Shopinvest NV owns 100% of the shares of De Vleterbeek NV. The companies Shopinvest and De Vleterbeek have entered into an exchange agreement whereby 168 980 smartphoto shares have become the property of De Vleterbeek. Control still remains 100% with the private foundation trust office Vleterinvest.

The Company also issued the following notification in 2024:

Notification made on 23 January 2024

Smartphoto group NV has informed the Financial Services and Markets Authority (FSMA) that the percentage of voting securities or voting rights acquired, has exceeded the legal and statutory threshold of 10% on January 19, 2024 due to the additional acquisition of treasury shares. The total number of voting securities held in treasury amounts to 394 387 or 10.00%.

The details of this notification are shown below.

Notification by a person that notifies alone.

Holders of voting rights	Previous notification # of voting rights	After the transaction # of voting rights	% of voting rights
smartphoto group NV c/o Kwatrechtsteenweg 160, B-9230 Wetteren	198 641	394 387	10.00%
TOTAL	198 641	394 387	10.00%

Total number of voting rights (the denominator) at the time of the acquisition of the voting rights, i.e. on 19 January 2024: 3 941 950.

The threshold exceeded amounts to 10%.

Chain of controlled undertakings through which the holding is effectively held: Smartphoto group NV is not a controlled undertaking.

Shareholder structure as at the year-end closing date

Shareholders with a percentage ≥ 3% of the total number of shares

	Most recent notification	% of total (1) (number of shares)	Number of shares	% of total (2)
CONSORTIUM MIDELCO NV, CECAN INVEST NV, ISARICK NV and Philippe Vlerick c/o Doorniksewijk 49, B-8500 Kortrijk	09/12/2024	20.04% (789 970)	789 970	20.04%
- MIDFI CO NV CFCAN NV ISARICK NV PHILIPPE VLERICK		12.78% 6.85% 0.32% 0.09%	503 830 269 864 12 669 3 607	12.78% 6.85% 0.32% 0.09%
SHOPINVEST NV and controlling person Beukenlaan 1, B-9250 Waasmunster	31/12/2024	18.24% (719 000)	719 000	18.24%
- Private stichting administratiekantoor Vleterinvest - SHOPINVEST NV DE VLETERBEEK NV		0.00% 13.95% 4.29%	0 550 020 168 980	0.00% 13.95% 4.29%
ALYCHLO NV and controlling person Lembergsesteenweg 19, B-9820 Merelbeke	27/05/2020	15,01% (591 551)	629 801	15.98%
- ALYCHLO NV - Marc Coucke		14.98% 0.02%	628 901 900	15.95% 0.02%
SMARTPHOTO GROUP NV Kwatrechtsteenweg 160, B-9230 Wetteren	23/01/2024	10.00% (394 387)	464 106	11.77%
PARTFIM SA Avenue Montjoie 167 bus 9, B-1180 Brussels	02/06/2020	3.59% (141 500)	141 500	3.59%

(1) % of shares held of the total number of issued shares in accordance with the latest notification.

(2) Current % of shares held of the current total number of issued shares, being 3 941 950 shares.

*Number of treasury shares as at 31 December 2024

The company received the following notifications in 2025:

Notification received on 7 March 2025

The private foundation trust office Vleterinvest (Gentstraat 17, bus 3, 9250 Waasmunster, Belgium), has notified the Financial Services and Markets Authority (FSMA) and smartphoto group NV about the transfer of voting securities and falling below the lowest threshold. Details of the notification received are shown below.

Notification by a parent undertaking or a controlling person

Reason for notification:

Acquisition or transfer of voting securities or voting rights Falling below the lowest threshold

Holders of voting rights	Previous notification # of voting rights	After the transaction # of voting rights	% of voting rights
Private foundation trust office Vleterinvest	0
Shopinvest NV	550 020
De Vleterbeek NV	168 980
Subtotal	719 000
TOTAL

Total number of voting rights (the denominator) at the time of the transaction, i.e. on 4 March 2025: 3 941 950. The threshold fallen below amounts to 3%.

Chain of controlled undertakings through which the holding is effectively held:

The private foundation trust office Vleterinvest owns all voting rights of Shopinvest NV. Shopinvest NV owns all voting rights of De Vleterbeek NV.

Notification received on 11 March 2025

Alyrick NV, Alychlo NV, Mr Marc Coucke, Midelco NV, Mr Philippe Vlerick, smartphoto group NV, Cecan NV, STAK professor Vlerick NV, Isarick NV and Mrs Isabelle Vlerick have notified the Financial Services and Markets Authority (FSMA) and smartphoto group NV about the acquisition of voting securities and the conclusion of an agreement by mutual consent.

Notification by a parent undertaking or a controlling person and persons acting in mutual consent

Reason for notification: Acquisition or transfer of voting securities or voting rights The conclusion of change of an agreement in mutual consent

Holders of voting rights	Previous notification	After the transaction
	# of voting rights	# of voting rights	% of voting rights
STAK professor Vlerick	0	0	0.00%
Cecan NV	269 864	269 864	6.85%
Subtotal	269 864	269 864	6.85%
Philippe Vlerick	3 607	3 607	0.09%
Midelco NV	503 830	503 830	12.78%
Marc Coucke	900	900	0.02%
Alychlo NV	590 651	629 001	15.96%
Alyrick BV		719 000	18.24%
Subtotal	1 098 988	1 856 338	47.09%
Isabelle Vlerick	0	0	0.00%
Isarick NV	12 669	12 669	0.32%
Subtotal	12 669	12 669	0.32%
Smartphoto group NV	394 387	464 106	11.77%
TOTAL		2 602 977	66.03%

Total number of voting rights (the denominator) at the time of the transaction, i.e. on 4 March 2025: 3 941 950. The threshold exceeded amounts to 65%.

Chain of controlled undertakings through which the holding is effectively held:

Alyrick BV is owned by Alychlo NV and Midelco NV. Alychlo NV is owned by Mr Marc Coucke and Midelco NV is owned by Mr Philippe Vlerick. The majority shareholder of Cecan NV is STAK Professor Vlerick. Isarick NV is owned by Ispahan NV, owned by Mrs Isabelle Vlerick. Smartphoto group NV is a related party with Alyrick BV.

Shareholder structure as at 31 March 2025

Shareholders with a percentage ≥ 3% of the total number of shares

	Most recent notification	% of total (1) (number of shares)	Number of shares	% of total (2)
CONSORTIUM MIDELCO NV, CECAN INVEST NV, ISARICK NV and Philippe Vlerick c/o Doorniksewijk 49, B-8500 Kortrijk	04/03/2025	20.04% (789 970)	789 970	20.04%
- MIDELCO NV CECAN NV ISARICK NV		12.78% 6.85% 0.32%	507 437 269 864 12669	12.87% 6.85% 0.32%
- PHILIPPE VLERICK ALYRICK BV Lembergsesteenweg 19, B-9820 Merelbeke - Melle	04/03/2025	0.09% 18.24% (719 000)	0 719 000	0.00% 18.24%
ALYCHLO NV and controlling person Lembergsesteenweg 19, B-9820 Merelbeke - Melle - ALYCHLO NV - MARC COUCKE	04/03/2025	15.98% (629 901) 15.96% 0.02%	762 169 762 169 0	19.33% 19.33% 0.00%
SMARTPHOTO GROUP NV Kwatrechtsteenweg 160, B-9230 Wetteren	04/03/2025	11.77% (464 106)	464 106	11.77%
PARTFIM SA Avenue Montjoie 167 bus 9, B-1180 Brussel	02/06/2020	3.59% (141 500)	141 500	3.59%

(1) % of shares held of the total number of issued shares in accordance with the latest notification.

(2) Current % of shares held of the current total number of issued shares, being 3 941 950 shares.

* Number of treasury shares as at 31 March 2025

Treasury shares

The total number of treasury shares evolved from 391 543 shares per 31 December 2023 to 464 106 shares per 31 December 2024, or 11.77% of the total number of issued shares (3 941 950). This increase of 72 563 treasury shares is the result of:

The purchase of 13 112 treasury shares in the period from 3 January 2024 to 14 March 2024, following the execution of the share purchase programme with start date 19 October 2023;
The purchase of 59 451 treasury shares in the period from 14 May 2024 to 4 December 2024, following the execution of the share purchase programme with start date 14 May 2024.

For the execution of the share repurchase programmes, a discretionary mandate, assigned by the Board of Directors, was granted to KBC Securities, who is responsible for the purchase of shares of smartphoto group on Euronext Brussels as well as outside the regulated market, but only in open periods. Block trades are also possible within this mandate.

The overview of all transactions related to the purchase of treasury shares is represented on our website www.smartphotogroup.com, under the section: Investors/Information for shareholders/Purchase of treasury shares.

General Meeting of Shareholders

The Annual General Meeting takes place on the second Wednesday of May at 14H00. The right to participate in the General Meeting is only granted if the shareholder has complied with the legal requirements concerning companies whose shares are admitted to trading on a market as referred to in Article 1:11 of the Belgian Companies and Associations Code. In any case, the shareholder must indicate his intention to participate in the General Meeting no later than six days before the General Meeting.

The Board of Directors has decided that the Annual General Meeting of Shareholders on 14 May 2025 will not be organised electronically, but will take place physically.

Conditions for participation

Registration procedure

The right to participate in the General Meeting will be granted on the basis of the accounting registration of the registered shares of the shareholder, on the registration date of 30 April 2025 at 24H00, either (i) by registration in the register of shares of the company, or (ii) by registration in the accounts of a recognised account holder or a settlement organisation (for dematerialised securities).

The recognised account holder or the settlement organisation will provide the shareholder with a certificate or depository receipt showing the number of shares with which the shareholder wishes to participate at the General Meeting. Only the shareholders who are shareholders on the identified registration date of 30 April 2025, and who can prove this by means of the certificate or depository receipt identified above, or the registration in the share register of the company, are allowed to participate in the General Meeting.

Notification procedure

The intention to participate in the General Meeting must be notified to the company no later than 8 May 2025 on the basis of the submission of this, above mentioned, depository receipt or certificate to the Board of Directors.

Registered shareholders must also notify their intention to attend the General Meeting in writing to the Board of Directors, and do this no later than 8 May 2025, as follows:

by letter, addressed to smartphoto group NV, attn. Marjan Janssens, Kwatrechtsteenweg 160, 9230 Wetteren (to be received no later than 8 May 2025).
by e-mail, sent to the e-mail address [email protected]. This e-mail must reach the indicated e-mail address no later than 8 May 2025, at midnight.

Use of proxies

Each shareholder with voting rights can provide a proxy to represent him or her at the General Meeting by means of a document that bears his or her signature, including digital signature as referred to in Article 8.1. 2° of the Belgian Civil Code, in which notice is provided by letter or e-mail (or any other means specified in Article 1.5 of the Belgian Civil Code). The representative does not have to be a shareholder. Except as stipulated in Article 7:143 of the Belgian Companies and Associations Code, only one proxy can be designated.

The proxy has to vote in accordance with the instructions of the shareholder, for which each proxy maintains a special record.

In case of a potential conflict of interests between the shareholder and the proxy holder appointed, the proxy holder must disclose the precise facts that are important for the shareholder in order to assess whether there is a risk that the proxy holder pursues any interest other than the interest of the shareholder. Where applicable, the proxy holder can only vote on behalf of the shareholder on condition that the proxy holder has specific voting instructions for each item on the agenda. In particular, there is a conflict of interests when the proxy holder: 1° is the company itself or an entity controlled by it, or a shareholder that controls the company, or another entity that is controlled by such a shareholder; 2° is a member of the Board of Directors or of the management bodies of the company, of a shareholder that controls the company, or of a controlled entity as referred to in 1°; 3° is an employee or a statutory auditor of the company, of the shareholder that controls the company, or of a controlled entity as referred to in 1°; 4° has a parental relationship with a natural person as referred to in 1° to 3°, or is the spouse or the legally cohabiting partner of such a person or of a relative of such a person.

An example of a proxy that takes into account the rules above has been made available on the website of the company www.smartphotogroup.com. The proxies must be deposited at the registered office of the company, no later than 8 May 2025. This can be done by letter or e-mail at the same coordinates as stated in the above-mentioned notification procedure.

Rights of shareholders

For a comprehensive and detailed description of the specific terms and conditions of the rights of shareholders described below, please refer to the information made available on the website of the company: www.smartphotogroup.com.

- Extension of the agenda

One or more shareholders, together holding at least 3% of the capital of the company, can request to add supplementary items to the agenda of the General Meeting and propose draft resolutions concerning the items included or to be included on the agenda. The company must receive these requests no later than 22 April 2025. They can be sent to the company by electronic means, to the following address: [email protected]. The company confirms the receipt of the request within a period of 48 hours from its receipt. No later than 29 April 2025, an updated agenda will be published.

- Right to ask questions

The shareholders have the right to ask questions to the directors and the Statutory Auditor during the General Meeting or prior to it, in writing, relating to their report or to the agenda items. These questions can be sent electronically to [email protected], no later than 8 May 2025.

Remote voting by letter or electronically Voting by letter or electronically is not allowed.

Information available for consultation and obtainment

The convocation, the annual financial report (in accordance with Article 12 of the Royal Decree of November 14, 2007), the remuneration policy, the proxy form, additional information on the rights of shareholders and the other information provided for by law are made available on the company's website, www.smartphotogroup.com, as from 11 April 2025. These documents can also be obtained on simple request from the office of the company as of the same date.

Communication with the shareholders

Smartphoto group values regular and transparent communication with its shareholders and investors. To this end, smartphoto group uses various means of communications, such as:

Publication of half-yearly results and yearly results (see agenda for the shareholder).
A separate Investor Relations section on the website www.smartphotogroup.com.
The organisation of investor days.
Free subscription to the press release service for investors via the above mentioned website.

Joint control

Smartphoto group is not aware of agreements between certain shareholders as a result of which a common policy is pursued with regard to smartphoto group. On 11 March 2025, the company received a transparency notification regarding the threshold of 65% of the shares in smartphoto group NV being exceeded by reference shareholders Midelco NV, Alychlo NV and certain persons connected or acting in concert with them, which included the following additional information: On 4 March 2025, Midelco NV and Alychlo NV jointly established Alyrick BV. Upon this incorporation, Midelco NV, Alychlo NV and Alyrick BV acted in concert. At the time of this incorporation, Midelco NV, Alychlo NV and Alyrick NV jointly held 1 137 338 shares in smartphoto group NV. On 4 March 2025, Alyrick BV acquired 719 000 shares of smartphoto group NV from Shopinvest NV and De Vleterbeek NV. As a result of the aforementioned acquisition, Midelco NV, Alychlo NV and Alyrick BV jointly became holders of 1 856 338 shares of smartphoto group NV. More information regarding this transaction and the subsequent mandatory public takeover bid for the shares in smartphoto group NV can be found on page 3 (Subsequent events) of this annual report.

Information pursuant to Article 34 of the Royal Decree of 14 November 2007

1° Capital structure Issued capital The capital, represented by 3 941 950 shares, amounts to 41 381 403.63 euro.

Change in capital

The General Meeting, deliberating under the conditions required to amend the Articles of Association, can increase or decrease the capital. The shares that are subscribed to in cash, must first be offered to the shareholders, in proportion to the portion of the capital represented by their shares during a period of at least fifteen days calculated from the first day of the subscription period. When a share has been split into bare ownership and usufruct, the pre-emptive rights can only be exercised by the bare owner.

The General Meeting determines the subscription price at which, and the period during which, the pre-emptive rights can be exercised. The General Meeting that has to decide on the capital increase, taking into consideration the statutory provisions and in the interest of the company, can limit or cancel the pre-emptive rights, or deviate from the minimum period of fifteen days for exercising the pre-emptive rights.

In the event of a reduction of the issued share capital, the shareholders that are in an equal position must be treated in an equal manner, and the other provisions included in the Articles 7:208, 7:209 and 7:210 of the Belgian Companies and Associations Code must be observed.

2° Legislative or statutory restrictions on transferring of securities Not applicable.

3° Holders of securities with special control rights Not applicable.

4° Control of any share plan for employees Not applicable.

5° Legislative or statutory restriction on the exercise of voting rights

With respect to the company, the shares are indivisible. If a share belongs to several persons, or if the rights associated with a share are divided among several persons, the Board of Directors may suspend the exercise of the rights associated with that share until one single person is designated as being the owner of the share with respect to the company. In the event there is a usufruct, the bare owner of the share is represented by the usufructuary.

6° Shareholder agreements known to the issuer which may give rise to restrictions on the transfer of securities and/or the exercise of voting rights

Smartphoto group does not know of any existing shareholders' agreements. There are no direct or indirect relationships between the company and its key shareholders.

7° Rules governing the appointment and replacement of the members of the managing body and for amending the Articles of Association of the issuers

The legal rules as provided in the Belgian Companies and Associations Code are applicable.

The General Meeting may suspend or dismiss a director at any time. As long as the General Meeting, for any reason whatsoever, does not provide for a new appointment or reappointment, the directors whose mandates have expired will remain in their positions. Directors whose mandates have been terminated are eligible for reappointment. In the event of a premature vacancy on the Board of Directors, the remaining directors have the right to temporarily fill the vacancy until the General Meeting appoints a new director. The appointment will be placed on the agenda of the next General Meeting. Any director appointed in this way terminates the appointment of the director being replaced.

8° Authorities of the managing body, in particular concerning the possibility to issue or purchase treasury shares

Treasury shares

The Extraordinary General Meeting of 11 May 2022 explicitly authorised the Board of Directors in accordance with the provisions of the Belgian Companies and Associations Code, to acquire treasury shares or profit-sharing certificates by purchase or exchange, or to dispose of them, without a prior resolution of the General Meeting being required, directly or via a person acting under their own name but on behalf of the company, or via a direct subsidiary as referred to in Article 7:221 of the Belgian Companies and Associations Code, if this acquisition or disposal is necessary to avoid an impending serious disadvantage for the company.

This authorisation applied for a period of three years from the publication of this resolution in the Annexes to the Belgian Official Gazette, i.e. until 2 June 2025. In accordance with Article 7:215, §1 of the Belgian Companies and Associations Code, this authorisation can be renewed.

The company's treasury shares included in the 'Eurolist by Euronext' can be disposed of by the Board of Directors without the prior approval of the General Meeting.

The General Meeting of 11 May 2022 has also authorised the Board of Directors to obtain the maximum allowed number of shares pursuant to Article 7:215 of the Belgian Companies and Associations Code by purchase or exchange at a price equal to at least eighty-five percent (85%), and no more than one hundred and fifteen percent (115%) of the most recent closing rate these shares were listed for on the 'Eurolist by Euronext' on the day before that purchase or exchange. This authorisation applies for a period of five years from the publication of this resolution in the Annexes to the Belgian Official Gazette (until 2 June 2027), and can be renewed pursuant to Article 7:215, §1 of the Belgian Companies and Associations Code.

Share option plan

There is currently no share option plan.

Warrant plan

There are currently no outstanding warrants.

9° Significant agreements whereby the company is an involved party relating to a public takeover bid Not applicable.

10° Agreements between the company and its directors or employees providing for compensation when, as a result of a public takeover bid, the directors resign or must be discharged without valid reason, or the employment of the employees is terminated Not applicable.

Information pursuant to Article 74, §7 of the Act of 1 April 2007 on takeover bids

The company has not received any notification in terms of Article 74, §7 of the Law of 1 April 2007 on takeover bids.

STATEMENT OF NON-FINANCIAL INFORMATION

The Corporate Sustainability Reporting Directive (CSRD) is a European directive requiring companies to report more transparently on their ESG impact (ESG: Environmental, Social & Governance). In Belgium, the CSRD was transposed into national legislation in November 2024.

In this context, we conducted a double materiality assessment in 2024 to determine our most material sustainability themes. Material themes include two aspects: impact materiality, which focuses on the impact smartphoto group has on the environment and society, and financial materiality, which evaluates which sustainability risks or opportunities affect smartphoto group's financial performance.

Smartphoto group had already prepared itself thoroughly in the context of the fundamental CSRD obligation starting from financial year 2025. Our reporting themes are aligned with the European Sustainability Reporting Standards (ESRS), and based on the results of our double materiality assessment.

Although the Omnibus proposal of 26 February 2025 postpones the reporting deadline to financial year 2027 (with reporting in 2028) and does not impose any definitive complexities for companies such as smartphoto group for the time being, we continue to adhere to our sustainability ambitions.

Regardless of whether the Omnibus proposal will be adopted and how it will affect our commitments, we continue to integrate ESG priorities, guided by our double materiality assessment, to ensure that sustainability remains central to our operations.

Smartphoto group voluntarily produces this sustainability report because we are convinced that in this way we are contributing to increasing collective commitment to sustainability.

For companies that may no longer be covered by the CSRD, the new VSME standard is recommended as an alternative reporting framework. We therefore refer to both the ESRS and VSME standards in this sustainability report.

A statement according to article 3:6 §4 of the Belgian Companies and Associations Code is not applicable to smartphoto group since the threshold of an average workforce of 500 employees was not exceeded during the fiscal year.

The statement of non-financial information is included in a separate section of the 2024 Annual Report: refer to the Statement of non-financial information - Sustainability Report (ESG).

PROPOSALS TO THE GENERAL MEETING

The Board of Directors proposes to the General Meeting:

to approve the annual accounts closed on 31 December 2024, including the social balance sheet, in the form presented;
to approve the appropriation of the results;
to approve the remuneration policy;
to approve the remuneration report;
to grant discharge to the directors and the Statutory Auditor for the performance of their duties during the financial year ended 31 December 2024.

Wetteren, 31 March 2025

On behalf of the Board of Directors Stef De corte Permanent representative of Acortis BV, Managing director

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Smartphoto Group N.V.

4001_rns_2025-04-11_5d6fa731-2d22-4b79-86dc-9bfef6e5955a.pdf

SMARTPHOTO GROUP N.V.

Report of the Board of Directors to the 2024 Statutory Annual Accounts (*)

ASSETS AS AT 31 DECEMBER 2024

EQUITY AND LIABILITIES AS AT 31 DECEMBER 2024

PROFIT AND LOSS ACCOUNT OVER 2024

APPROPRIATION OF THE RESULT

REMUNERATION OF THE STATUTORY AUDITOR

VALUATION IN CONTINUITY

DESCRIPTION OF THE MOST SIGNIFICANT RISKS AND UNCERTAINTIES

DIVIDEND

SUBSEQUENT EVENTS

RESEARCH AND DEVELOPMENT ACTIVITIES

Research activities

Development activities

BRANCH OFFICES

USE OF FINANCIAL INSTRUMENTS

APPLICATION OF ARTICLE 7:99 OF THE BELGIAN COMPANIES AND ASSOCIATIONS CODE

CORPORATE GOVERNANCE STATEMENT

Corporate Governance Code

Deviations from the 2020 Code

Composition and functioning of the Board of Directors

Current composition of the Board of Directors

Duration of the current appointments

Directorships at other companies

Internal measures to promote proper Corporate Governance practices

Board of Directors' report on activities in 2024

Conflict of interests

DELIBERATIONS AND DECISIONS

4. Discussion and approval remuneration Acortis BV

Relationships with affiliated companies

BRIEF BIOGRAPHY OF THE MEMBERS OF THE BOARD OF DIRECTORS

Composition and functioning of the committees

Audit Committee

Audit Committee's report on its activities in 2024

Nomination Committee

Composition of the Nomination Committee

Nomination Committee's report on its activities in 2024

Remuneration Committee

Composition of the Remuneration Committee

Remuneration Committee's report on its activities in 2024

All members attended the meetings.

Information regarding diversity

Age diversity within the current Board of Directors

Gender diversity within the current Board of Directors

Statutory Auditor

Day-to-day management

Managing director

Evaluation process of the Board of Directors, the committees and the individual directors

Remuneration report

Remuneration policy

Remuneration of the non-executive directors in 2024

Remuneration of the executive director in 2024

Information about the remuneration policy in accordance with Article 7:91 of the Belgian Companies and Associations Code

Severance payments

Other information corresponding to Article 3.6, §3 of the Belgian Companies and Associations Code

Risk management and internal control

Description of the risks and uncertainties

Strategic risks

Market risks

Operational risks

Inventory risks

IT risks

Financial risks

Financial reporting

Credit risk

Liquidity risk

Exchange rate risk

Equity structure

Seasonal fluctuations

Legal risks

Risks related to the compliance with laws and regulations

Risks related to tax disputes

Risks related to disputes

Force majeur risks

Impact of the ongoing war in Ukraine

Impact of the return of the war in the Middle East

Impact of the macro economic environment