Smartphoto Group N.V.

Major Shareholding Notification • May 23, 2025

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, UNITED KINGDOM OR JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

PRESS RELEASE – Regulated information - Inside information Wetteren, 23 May 2025 – 08H00

smartphoto group - Euronext Brussels: SMAR

smartphoto group

Alyrick BV announces the results of the initial acceptance period of its mandatory public takeover bid, and reopens its takeover bid

Smartphoto group NV ('Smartphoto' or the 'Company') (Euronext Brussels: SMAR) hereby announces that Alyrick BV ('Alyrick') today announces the results of the initial acceptance period of its mandatory public takeover bid in cash for all outstanding shares in Smartphoto not already held by Alyrick or its affiliates (the 'Bid'). 1

During the initial acceptance period, 706,665 shares in Smartphoto were offered in the Bid (or a total of 17.93% of the number of outstanding shares).

As a result, Alyrick will hold a total of 2,877,953 shares in Smartphoto (or a total of 73.01% of the number of shares outstanding) as of the Payment Date (as defined below). ² Accordingly, as of the Payment Date, Alyrick, together with its related persons (being Alychlo NV, Cecan NV and Smartphoto), will hold 3,672,117 shares in Smartphoto, or a total of 93.15% of the number of shares outstanding.

The payment of the bid price (28.50 euro per share) for the offered shares will be made no later than 10 June 2025 (the effective date of such payment, the 'Payment Date').

As Alyrick, together with its related persons, will hold at least 90% but less than 95% of Smartphoto's shares after the initial acceptance period, Alyrick will proceed with a mandatory reopening of the Bid, pursuant to article 35, 1° in conjunction with article 57 of the Takeover Decree.

In accordance with the timetable envisaged in the Prospectus, the Bid will (compulsorily) be reopened from Monday 26 May 2025 to Monday 16 June 2025 (inclusive) at 16H00 CEST. Shareholders who have not yet accepted the Bid will therefore still be able to accept the Bid during this second acceptance period.

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/.

These documents can also be obtained free of charge at the branches of KBC Bank NV (which is acting as the offeree institution for the Bid) or via the following telephone number: +32 78 152 153 (KBC Live).

² This number also takes into account the 164 963 shares additionally acquired by the Bidder between 24 April 2025 and 21 May 2025 through market purchases and a private acquisition.

¹ See also the press release dated 29 April 2025 regarding the launch of the Bid, as available on Smartphoto's website (https://www.smartphotogroup.com/en/press-releases/).

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.

Warnings

This press release does not imply a takeover bid for securities of Smartphoto, nor a solicitation of securities by anyone in any jurisdiction with respect thereto. The public takeover bid is made solely on the basis of the prospectus approved by the FSMA.

This press release may not be published, distributed or circulated in any country or territory where its publication or the Bid referred to in this press release would be unlawful or would require registration or other filing of documents. Any person in possession of this press release should refrain from publishing, distributing or circulating it in the countries and territories concerned. This press release may not be published, distributed or circulated in the United States, Canada, Australia or Japan. The public tender offer referred to in this press release will not extend to the United States, directly or indirectly, and will not use any means of communication (such as the post office, telephone networks, financial markets, the internet or other means) of the United States. This press release does not constitute an extension to the United States, Canada, Australia or Japan of any Bid mentioned in this announcement. Further, this press release does not constitute or form part of an offer to sell or a solicitation of an order to purchase any financial instruments in the United States or any other jurisdiction. Any failure to comply with the aforementioned restrictions may constitute a violation of the securities laws and regulations in such jurisdictions. The Company and its affiliates and companies expressly disclaim any liability for violation of these restrictions by any person.