SMG Hospitality SE
SMG European Recovery SPAC SE: Share-Buyback Offer Class A Shares

SMG European Recovery SPAC SE

Société européenne

Registered office: 9, rue de Bitbourg

L-1273 Luxembourg, Grand Duchy of Luxembourg

R.C.S. Luxembourg: B 255839

(the “Company”)

Luxembourg, 24 July 2023

SMG European Recovery SPAC SE resolves on the implementation of a public share purchase offer to buyback all of its currently outstanding 11,500,000 redeemable class A shares

The management board with the authorisation of the supervisory board of SMG European Recovery SPAC SE (the “Company”), and by relying on the authorization of the general meeting of 21 July 2023, resolved today, to implement a public offer to repurchase all eleven million five hundred thousand (11,500,000) redeemable class A shares (ISIN: LU2380749676), in accordance with article 32.1 of the Company’s amended articles of association against payment of a purchase price in an amount of ten euro and thirty-five cent EUR 10.35 per class A share (the “Offer”).

The offer period commences today, on 24 July 2023, and is expected to end on 28 July 2023, 6.00 pm CET (the “Offer Period”).

The Company reserves the right to amend the Offer including an extension of the Offer Period.

Further details on the public share purchase offer can be found in the offer document, which will be published on the Company’s website (www.smg-spac.com) under the section “Investor Relation”.

SMG European Recovery SPAC SE

Disclaimer

This announcement may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This release is not directed to or intended for distribution to or use by any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

Neither this release nor its content may be published, dispatched, distributed or disseminated to or within the United States of America, and in each case neither by means of utilization of any postal service nor by any other means or instruments of business communication between single states or foreign trade or any facilities of a national stock exchange of the United States of America. This includes, among others, submission by fax, electronic post, telex, telephone and the internet. Copies of this release or any other documents related to this release may also not be distributed or submitted to or within the United States of America.

This announcement is for informational purposes only and constitutes neither an invitation to sell, nor an offer to purchase, securities. The final terms and further provisions regarding the public offer will be disclosed in the offer document. Investors and holders of securities of the Company are strongly recommended to read the offer document and all announcements in connection with the public tender offer as soon as they are published, since they will contain important information.