Smartphoto Group N.V.

Delisting Announcement • Jul 11, 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, 11 July 2025 – 8H00

smartphoto group

Alyrick BV acquires 100% in smartphoto group NV Delisting of smartphoto group NV on Euronext Brussels

Alyrick BV (the 'Bidder') today announces the results of the acceptance period for the simplified squeeze-out bid launched by the Bidder to acquire the remaining shares of smartphoto group NV ("Smartphoto") that it did not already own following the mandatory reopening of its mandatory public takeover bid (the 'Squeeze-out Bid'). 1

During the acceptance period of the Squeeze-out Bid, which started on 19 June 2025 and ended on 9 July 2025 (at 16:00 CET), a total of 105,268 Smartphoto shares were additionally tendered to the Bidder (i.e. a total of 2.67% of the number of outstanding shares).

All Smartphoto shares not tendered before the end of the acceptance period of the Squeeze-out Bid will be deemed transferred to the Bidder by law. As a result, the Bidder holds 100% of Smartphoto's shares upon completion of the Squeeze-out Bid.

Payment of the bid price (being 28.50 euro per share) for the shares tendered during the acceptance period of the Squeeze-out Bid will be made no later than 28 July 2025. The funds necessary to pay the bid price for the shares not tendered will be deposited with the Deposit and Consignment Office. Shareholders who have not tendered their shares during the acceptance period should contact the Deposit and Consignment Office to obtain payment for their shares.

On 9 July 2025, Smartphoto's shares were delisted from Euronext Brussels ex officio at the close of trading.

¹ See also the press release dated 18 June 2025 regarding the mandatory reopening of the Bid, as available on Smartphoto's website (https://www.smartphotogroup.com/en/press-releases/).

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

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 (www.imageinsight.com).

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.