Smartphoto Group N.V.

M&A Activity • Apr 29, 2025

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PRESS RELEASE – Regulated information - inside information Wetteren, 29 April 2025 – 20H00 .

smartphoto group - Euronext Brussels: SMAR

smartphoto group

Alyrick BV launches its mandatory public takeover bid on smartphoto group NV

Smartphoto group NV ('Smartphoto' or the 'Company') (Euronext Brussels: SMAR) hereby announces that Alyrick BV ("Alyrick") is launching its previously announced mandatory public takeover bid for all shares in Smartphoto not already held by Alyrick or its affiliates (the 'Bid').

The initial acceptance period in respect of the Bid will start on 30 April 2025 and end on 21 May 2025 (inclusive) at 16H00 CET. The bid price is EUR 28.50 per share.

The Board of Directors of Smartphoto has unanimously decided to support the Bid and recommend to shareholders to accept the Bid. The detailed position of the Board of Directors of Smartphoto regarding the Bid is set out in the memorandum of reply (which is an annex to the prospectus relating to the Bid).

The prospectus and the response memorandum regarding the Bid were approved by the FSMA on 29 April 2025 and are available on the following websites:

www.kbc.be/smartphoto and www.smartphotogroup.com/en/mandatory-public-takeover-bid-2/.

The FSMA's approval of the prospectus and response memorandum does not imply any assessment of the expediency or quality of the Bid, nor of Alyrick's condition.

About smartphoto group

Smartphoto group, the innovative e-commerce group, operates in B2C e-commerce under the name smartphoto TM in 12 European countries with affordable, high-quality personalised products such as gifts, cards, photo books, photo calendars, prints and wall decoration (www.smartphoto.be).

Additionally, smartphoto group, through naYan, which is active in B2B e-commerce, is one of the market leaders in e-commerce distribution. NaYan is a full-service e-commerce agency that, worldwide, helps ambitious brands grow online, with proven expertise in e-commerce, digital marketing, customer experience and sales through marketplaces (www.nayan.be).

Through TopFanZ, smartphoto group is also Belgium's market leader in merchandising products and services in the sports and entertainment sector, ranging from product procurement, support in e-commerce activities and logistics, to full-service partnerships, including marketing advice (www.topfanz.com).

Furthermore, smartphoto group, through Image Insight, the commercial trading name of System Insight Ltd, specialises in bespoke photo solutions for visitor attractions, events, and venues globally.

Smartphoto group's shares are traded on Euronext Brussels (ISIN BE0974323553, ticker symbol SMAR).

For additional information

Stef De corte*, CEO

smartphoto group NV Kwatrechtsteenweg 160 B-9230 Wetteren Tel. +32.9.365.99.10 E-mail: corporate@smartphoto.com - Internet: www.smartphotogroup.com

* Fixed representative of Acortis BV

This press release is a free translation of the official Dutch version.