SMG Swiss Marketplace Group Holding AG

Conditions

Lock-up group - group of sellers. In connection with the initial public offering and listing of shares of SMG Swiss Marketplace Group Holding AG ("SMG") on SIX Swiss Exchange (the "IPO"), Ringier AG (direct holder of the position reported by Michael Ringier and Evelyn Lingg-Ringier), Schweizerische Mobiliar Holding AG (direct holder of the position reported by Schweizerische Mobiliar Genossenschaft), TX Group AG (direct holder of the position reported by the TX Group shareholder group) and General Atlantic SC B.V. (direct holder of the position reported by GASC MGP, LLC) entered into a sell-down coordination agreement governing certain rights and obligations in connection with future sales of shares of SMG. Subject to certain earlier termination events (including termination for any party upon such party holding less than 5% of the shares of SMG), the sell-down coordination agreement will terminate 18 months after expiration of the six month lock-up undertaking agreed by the parties vis-à-vis the managers in the IPO, i.e., on September 19, 2027. In connection with a partial sell-down and purchase of shares in SMG agreed on 14 September 2026, (i) each of Ringier AG (direct holder of the position reported by Michael Ringier and Evelyn Lingg-Ringier), TX Group AG (direct holder of the position reported by the TX Group shareholder group) and General Atlantic SC B.V. (direct holder of the position reported by GASC MGP, LLC) agreed to parallel lock-up undertakings of 90 days after the closing date of the sell-down (expiring 16 December 2026), and (ii) Schweizerische Mobiliar Holding AG (direct holder of the position reported by Schweizerische Mobiliar Genossenschaft) agreed to a lock-up undertaking of 180 days after the closing date of the sell-down (expiring 16 March 2027), vis-à-vis the managers in the sell-down. In addition, in connection with the IPO, SMG had entered into separate relationship agreements with each of Ringier AG, Schweizerische Mobiliar Holding AG and TX Group AG governing certain rights and obligations of the parties in respect of nomination and election of board members and related matters. Such group arrangement is separate from the group arrangement notified hereby and has been notified by separate group notification, but the positions notified by Ringier AG, Schweizerische Mobiliar Holding AG and TX Group AG in such seperate notification are (partially) the same as the positions notified hereby.