SMG Swiss Marketplace Group Holding AG / CH1484953687

In connection with its Initial Public Offering on the SIX Swiss Exchange on September 19, 2025, SMG Swiss Marketplace Group Holding AG announces that following the end of the stabilisation period the over-allotment option has been partially exercised in the amount of 2,053,541 existing registered shares (~70% of the total over-allotment option), of which 1,962,902 registered shares were granted by General Atlantic SC B.V. and 90,639 registered shares by Ringier AG.   Including the shares placed in connection with the over-allotment option, a total of 21,682,581 existing registered shares were sold through the IPO. As a result, the free float is expected to increase to c.22%. Based on the IPO offer price of CHF 46.00, the total placement volume amounted to c.CHF 997 million.   Following the IPO and the partial exercise of the over-allotment option, the pre IPO shareholders (the “Principal Shareholders”) hold the following ownership in SMG (in % of number of shares issued): TX Group AG: 30,151,200 registered shares (30.7%) Schweizerische Mobiliar Holding AG: 18,965,960 registered shares (19.3%) Ringier AG: 18,875,321 registered shares (19.2%) General Atlantic SC B.V.: 7,885,898 registered shares (8.0%)   The Company and Principal Shareholders agreed to a lock-up period of 180 calendar days after the first day of trading in the connection with the IPO. Members of the senior management team and Board of Directors agreed to a lock-up period of 360 calendar days after the first day of trading in connection with the IPO. Each such lock-up undertaking is subject to customary exceptions and waiver by the Joint Global Coordinators.   Goldman Sachs Bank Europe SE, J.P. Morgan Securities plc and UBS AG acted as Joint Global Coordinators and Joint Bookrunners for the IPO. Barclays PLC, BNP PARIBAS, Morgan Stanley & Co. International plc and Zürcher Kantonalbank acted as Joint Bookrunners. Evercore GmbH acted as independent financial advisor to SMG and the Selling Shareholders.   Information on stabilisation transactions carried out by UBS AG as stabilisation agent is available here.  

   Disclaimer This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is not a prospectus or a similar communication within the meaning of the Swiss Financial Services Act and not a prospectus under any other applicable laws. Copies of this document may not be sent to, distributed in or sent from jurisdictions in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. This document constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement. A decision to invest in securities of SMG Swiss Marketplace Group Holding AG should be based exclusively on the issue and listing prospectus published for such purpose. Copies of such issue and listing prospectus (and any supplements thereto) are available free of charge from UBS AG, Swiss Prospectus Switzerland, P.O. Box, CH-8098 Zurich, Switzerland (email: swiss-prospectus@ubs.com). In addition, copies of the prospectus and any supplements thereto are available free of charge in Switzerland from SMG Swiss Marketplace Group Holding AG, Investor Relations, Thurgauerstrasse 36, 8050 Zurich, Switzerland (email: ir@swissmarketplace.group).   This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Japan or Australia or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. In the United Kingdom this document is only directed at persons who (i) are qualified investors[1] and who are also (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order"); (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. In any member state of the European Economic Area (each a "Relevant State") this document is only addressed to qualified investors in that Relevant State within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended). Information to Distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a product approval process by each underwriter established in the EEA, which has determined that the securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "MiFID II Target Market Assessment"). Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and/or any equivalent requirements elsewhere, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere) may otherwise have with respect thereto, the securities have been subject to a product approval process by each underwriter established in the UK, which has determined that the securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “UK Target Market Assessment”). Notwithstanding the MiFID II Target Market Assessment and the UK Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The MiFID II Target Market Assessment and the UK Target Market Assessment are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the MiFID II Target Market Assessment, the underwriters established in the EEA will only procure investors who meet the criteria of professional clients and eligible counterparties under MiFID II and that, notwithstanding the UK Target Market Assessment, the underwriters established in the UK will only procure investors who meet the criteria of professional clients and eligible counterparties under Chapter 3 of the FCA Handbook Conduct of Business Sourcebook. For the avoidance of doubt, the MiFID II Target Market Assessment and the UK Target Market Assessment do not constitute: (a) in the case of the MiFID II Target Market Assessment, an assessment of suitability or appropriateness for the purposes of MiFID II and, in the case of the UK Target Market Assessment, an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the offered securities. Each distributor is responsible for undertaking its own relevant target market assessment in respect of the offered securities and determining appropriate distribution channels. Except as required by applicable law, the Company has no intention or obligation to update, keep updated or revise this publication or any parts thereof following the date hereof. None of the underwriters (comprising the Joint Global Coordinators and the Joint Bookrunners) or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, each of the underwriters and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.   The underwriters are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

[1] Pursuant to The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, from January 2021 a qualified investor in the United Kingdom is defi ned as: “(a) a person described in paragraph 3 of Schedule 1 to the markets in financial instruments regulation (Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (Text with EEA relevance) (Retained EU Legislation)), other than a person who, before the making of the off er, has agreed in writing with the relevant fi rm (or each of the relevant fi rms) to be treated as a non-professional client in accordance with paragraph 4 of that Schedule; (b) a person who has made a request to one or more relevant fi rms to be treated as a professional client in accordance with paragraphs 5 and 6 of that Schedule and has not subsequently, but before the making of the off er, agreed in writing with that relevant fi rm (or each of those relevant fi rms) to be treated as a non-professional client in accordance with paragraph 4 of that Schedule; (c) a person who (i) is an eligible counterparty for the purposes of Section 6 of Chapter 3 of the Conduct of Business sourcebook, and (ii) has not, before the making of the off er, agreed in writing with the relevant fi rm (or each of the relevant fi rms) to be treated as a non-professional client in accordance with paragraph 4 of Schedule 1 to the markets in financial instruments regulation; or (d) a person whom (i) any relevant fi rm was authorized to continue to treat as a professional client immediately before January 3, 2018 by virtue of Article 71.6 (transitional provisions) of Directive 2004/39/EC on markets in financial instruments; and (ii) the fi rm was entitled immediately before exit day to continue to treat as a professional client by virtue of Section II.2 of Annex II to the markets in financial instruments directive. For the purposes of this definition, “relevant firm” means an investment firm (within the meaning of Section 424A of FSMA) or qualifying credit institution (within the meaning in Section 417 of FSMA) acting in connection with the offer.”