Smartphoto Group N.V.

Proxy Solicitation & Information Statement • Apr 11, 2025

Explanation concerning the use of a proxy

Each voting shareholder can give a proxy to represent him at the General Meeting by means of a document carrying his signature (including the electronic signature as meant in article 8.1, 2° Civil Code) and which has been communicated by letter or by e-mail (or by any other means mentioned in article 1.5 Civil Code). The proxy holder should not be a shareholder.

Except as stipulated in article 7:143 of the Belgian Companies and Associations Code, only one proxy holder can be appointed. Article 7:143 of the Belgian Companies and Associations Code stipulates that:

• a) the shareholder can appoint a separate proxy holder for any form of shares in his possession, as well as for each of his securities accounts in case he owns company shares on more than one security account;
• b) a person qualified as shareholder and who is acting professionally for the account of another natural or legal person, can give proxy to each of those natural or legal persons, or to a third person he appointed.

A person acting as proxy holder may hold a proxy from more than one shareholder.

In the absence of the designation of a proxy holder in the proxy or if the proxy holder designated by the shareholder is not present at the General Meeting, the chairman on duty shall act as proxy holder, unless expressly indicated in the proxy.

In case a proxy holder holds a proxy of several shareholders, he can vote differently in name of each specific shareholder.

The proxy should be in the possession of the company on 8 May 2025 at the latest.

The proxy holder must vote according to the instructions of the shareholder. Therefore each proxy holder keeps a special register with voting instructions.

In case of a potential conflict of interest between the shareholder and the appointed proxy holder, the proxy holder should reveal the precise facts that are of interest to the shareholder in order to judge whether the proxy holder risks to pursue an other interest than the shareholder's interest. When this case occurs, the proxy holder may only vote in the shareholder's name provided that he disposes of specific voting instructions for each agenda item.

There is in particular a conflict of interest when the proxy holder:

1° is the company itself or an entity controlled by the company; or a shareholder controlling the company, or another entity controlled by such a shareholder;

2° is a member of the Board of Directors or of the governing bodies of the company, of a shareholder controlling the company or of a controlled entity as meant in 1°;

3° is an employee or an auditor of the company, of the shareholder controlling the company, or of a controlled entity as meant in 1°;

4° has a parent band with a natural person as referred to in 1° to 3°, or is the husband/wife, the legal cohabitant partner of such a person, or a relative of such a person.