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Redcare Pharmacy N.V.

Investor Presentation Mar 14, 2019

6219_ip_2019-03-14_e260c4b0-1620-4477-a335-ced0b45a89ea.pdf

Investor Presentation

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INVESTING IN HEALTHY GROWTH.

SHOP APOTHEKE EUROPE N.V.

ANNUAL REPORT 2018

VENLO, 15 MARCH 2019

DISCLAIMER. 2

THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

IMPORTANT NOTICE

The information contained in this Presentation has been provided by SHOP APOTHEKE EUROPE N.V. (the "Company" and, together with its shareholders, subsidiaries and associated companies, the "Group") and has not been verified independently. Unless otherwise stated, the Company is the source of the information contained herein. For the purposes of this notice, the Presentation includes this document, its contents or any part of it and any related video or oral presentation, any question or answer session and any written or oral material discussed or distributed during the presentation meeting.

Presentations are by their nature abbreviated information and cannot substitute for narrative information. In addition, the information herein is preliminary and is not comprehensive. Consistent with its purpose, this Presentation does not include all information that is material to evaluate the strengths and weaknesses as well as risks and opportunities of the Company.

This Presentation does not constitute or form part of, and should not be construed as an offer or invitation or recommendation to, purchase or sell or subscribe for, or as any solicitation of any offer to purchase or subscribe for, any securities of the Company, in any jurisdiction. Neither this Presentation, nor any part thereof nor anything contained or referred to therein, nor the fact of its distribution, should form the basis of or be relied on in connection with, or serve as an inducement in relation to, a decision to purchase or subscribe for or enter into any contract or make any other commitment whatsoever in relation to any such securities.

No reliance may be placed for any purpose whatsoever on the information or opinions contained in the Presentation or on its completeness, accuracy or fairness. Neither the Company, the remainder of its Group nor its shareholders, any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in the Presentation (or whether any information has been omitted from the Presentation) or any other information relating to the Group, 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 the Presentation or its contents or otherwise arising in connection therewith. In particular, no representation or warranty is given as to the likelihood of achievement or reasonableness of, and no reliance should be placed on, any projections, targets, ambitions, estimates or forecasts contained in this Presentation, and nothing in this Presentation is or should be relied on as a promise or representation as to the future. No statement in this Presentation is intended as a profit forecast or a profit estimate and no statement in this Presentation or any related materials should be interpreted to mean that earnings per share for the future or current financial periods would necessarily match or exceed historical published earning per share.

This Presentation contains forward-looking statements based on the currently held beliefs and assumptions of the management of the Company, which are expressed in good faith and, in their opinion, are reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of the Company, or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Group operates or in economic or technological trends or conditions. Given these risks, uncertainties and other factors, recipients of this document are cautioned not to place undue reliance on these forward-looking statements. It is up to the recipient of the Presentation to make its own assessment as to the validity of such forward-looking statements and assumptions.

All information in this Presentation is current at the time of publication but may be subject to change in the future. The Company disclaims any obligation to update or revise any statements, in particular forward-looking statements, to reflect future events or developments.

To the extent available, the industry and market data contained in the Presentation has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, the data contained therein has not been independently verified by the Company or anyone else. In addition, certain of the industry and market data contained in the Presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the market in which the Company operates. While the Company believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change. Accordingly, undue reliance should not be placed on any of the industry or market data contained in the Presentation.

Statements contained in this Presentation regarding past events or performance should not be taken as a guarantee of future events or performance.

Recipients of this Presentation should not treat the contents of this Presentation as advice relating to legal, taxation or investment matters, and must make their own assessments concerning such matters and other consequences of a potential investment in the Company and its securities, including the merits of investing and related risks. Any prospective purchaser of the Securities is recommended to seek its own independent financial advice.

In receiving or otherwise accessing this Presentation, you will be deemed to have represented, agreed and undertaken (i) that you are permitted, in accordance with all applicable laws, to receive such information, (ii) that you are solely responsible for your own assessment of the business and financial position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company and (iii) that you have read and agree to comply with the contents of this notice.

This Presentation has been presented to you solely for your information and must not be copied, reproduced, distributed or passed (in whole or in part) to any other person at any time.

The distribution of the Presentation in certain jurisdictions may be restricted and accordingly it is the responsibility of any person into whose possession the Presentation falls to inform themselves about and observe any restrictions. The Presentation is only addressed to and directed at persons: (i) in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) ("Qualified Investors"); (ii) in the United Kingdom, at Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or who are high net worth companies, unincorporated associations and other bodies who fall within article 49(2)(a) to (d) of the Order; or (iii) persons to whom it may otherwise be lawful to communicate it to (all such persons together being referred to as "Relevant Persons"). The Presentation is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States of America ("United States") or distributed, directly or indirectly, in the United States. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state in the United States and may not be offered or sold in the United States except in reliance on an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This Presentation and the information contained therein, is not directed to, or intended for viewing, release, distribution, publication or use by (directly or indirectly, in whole or in part), any person or entity that is a citizen of, or resident or located in, the United States, Australia, Canada or Japan or any jurisdiction where applicable laws prohibit its viewing, release, distribution, publication or use.

AGENDA.

INTRODUCTION.

HIGHLIGHTS & ACHIEVEMENTS 2018.

E-SCRIPT: OUR STRATEGY FOR THE FUTURE.

OUTLOOK.

Q + A.

4

ACHIEVING HEALTHY GROWTH.

We are well prepared and ready to take our successful growth story to the next level. Our goal is to grow substiantially in our established markets while rapidly growing in our new markets to reach critical mass there.

STEFAN FELTENS CEO, SHOP APOTHEKE EUROPE.

5

DRIVING FORCE: A TEAM OF DEDICATED ENTREPRENEURS.

STEFAN FELTENS

is the company's Chief Executive Officer (CEO) since January of 2019, succeeding Michael Köhler.

THERESA HOLLER

is SHOP APOTHEKE's Chief Operating Officer (COO) as well as its responsible pharmacist, registered as the company's "gevestigde Apotheker" (resident pharmacist) in the Dutch pharmacy registry in 2008.

MARC FISCHER

As Chief Technical Officer (CIO), Marc Fischer is responsible for SHOP APOTHEKE's technical operations.

STEPHAN WEBER

is Chief Marketing & Sales Officer (CMO) and deputy CEO.

DR. ULRICH WANDEL

is the company's Chief Financial Officer (CFO) and has been involved with SHOP APOTHEKE since 2010.

OUR VISION: CREATING THE LEADING EUROPEAN ONLINE PHARMACY.

Source: Euromonitor, Sempora Research..Note: (1) Continental Europe excludes the UK and certain small EU countries; countries included are: Germany, France, Italy, Spain, Poland, Romania, Netherlands, Belgium, Portugal, Czech Republic, Hungary, Sweden, Bulgaria, Denmark, Slovakia, Norway, Austria.(2) 2018 for OTC, BPC, RX, Functional Food.

6

7

THE ONLINE MARKET LEADER IN EUROPE WITH THE HIGHEST GROWTH RATE.

AGENDA.

INTRODUCTION.

HIGHLIGHTS & ACHIEVEMENTS 2018.

E-SCRIPT: OUR STRATEGY FOR THE FUTURE.

OUTLOOK.

Q + A.

KEY FIGURES 2018.

OUR ACHIEVEMENTS IN 2018.

!Fastest growing online pharmacy in Europe

!3.5 m active customers with rising baskets.

!Successful integration of Europa Apotheek / eRx to accelerate Rx business growth.

!The acquisition of nu3.com in July 2018 shall accelerate international online penetration.

!SDAX-Listing since 24 September 2018.

11

OUR EXPERTISE IN INTEGRATING BUSINESSES: TAKEOVER OF NU3 IN JULY 2018.

SITE VISITS ARE UP IN LINE WITH SALES GROWTH.

REDPOINTS INCREASES CUSTOMER LOYALTY.

Number of Active Customers (in m)*

* We define active customers as unique customers who are active in 12 months preceeding a given period of time.

ATTRACTIVE BASKET SIZE BOOSTS PROFITABILITY.

NUMBER OF ORDERS IN '000

  • Repeat orders are at 81%.
  • Consolidation effects of nu3 are the reason for the decreased basket size which excluding that effect has shown further positive development.

KEY FINANCIALS 2018.

  • Continued strong sales growth increased market share.
  • SHOP APOTHEKE EUROPE is on sales target for FY 2018.

GROSS PROFIT IN EUR MILLION 58 99 2017 2018 + 72%

Gross profit has decreased in line with expectations by 1.9 pp to 18.4% due to higher share of prescription medicines.

CONTINUED STRONG GROWTH IN BOTH SEGMENTS.

REVENUE IN EUR MILLION

STRONG IMPROVEMENT IN PROFITABILITY.

  • DACH Segment adj. EBITDA has increased to EUR 11.3m in 2018 from EUR 5.9m in 2017 despite consolidation effects eliminating most other income.
  • International Segment adj. EBITDA improved from EUR 5.7m in 2017 to EUR 4.5m in 2018 despite the strong sales growth from EUR 53m to EUR 86m.

CASH POSITION SIGNIFICANTLY INCREASED.

DEVELOPMENT OF CASH AND SHORT-TERM SECURITIES IN EUR MILLION

  • Total cash position as at 31 December 2018 including short term-securities increased by EUR 30.5m compared to year-end 2017.
  • The increase was mainly driven by the issuance of convertible bonds in the amount of (net) EUR 73.5m.
  • Investments in property, plant and equipment as well as in intangible assets led to an outflow of EUR 16m.
  • An additional EUR 22m has been invested in short-term securities to avoid negative interest.

AGENDA.

INTRODUCTION.

HIGHLIGHTS & ACHIEVEMENTS 2018.

E-SCRIPT: OUR STRATEGY FOR THE FUTURE.

OUTLOOK.

Q + A.

OUR STRATEGY: ONE STEP AHEAD

Step 1: Penetrating all relevant OTC markets.

Step 2: Adding online Rx – core market Germany to introduce E-Scripts in 2020 – liberalization in EU markets expected in future.

Source: (1) Sempora market research 2017; (2) IMS PharmaScope, 2017, Sempora market study, 2017, Euromonitor (as of 03 April 2017), online penetration calculated by dividing the internet retailing market size across Europe by the total market size for each vertical, DE and US 2015, other European markets including France, Germany, Italy, Spain, United Kingdom, Switzerland, 2016; (3) ABDA, Sempora, Euromonitor, IMS health: avg. online penetration in Europe was 2.5% for Rx and 3.5% for OTC in 2016; The avg. online penetration rate is expected to grow to 6% by 2020 in continental Europe (excl. DE)

PRESCRIPTION MEDICATION (RX) IS PERFECTLY SUITED FOR E-COMMERCE. SHOP APOTHEKE IS LEADING ONLINE. 21

WELL SUITED FOR MAIL ORDER

PREPARING FOR THE NEXT GENERATION OF GROWTH: E-SCRIPT IN OUR EUROPEAN MARKETS.

Large Opportunity Complimentary to OTC/BPC(1) 2017 Continental European Total Addressable Market ("TAM"), € bn (excl. VAT)

Source: (1) Sempora 2017, OTC is defined as non-prescription medication. Continental Europe excludes the UK and certain small EU countries; countries included are: Germany, France, Italy, Spain, Poland, Romania, Netherlands, Belgium, Portugal, Czech Republic, Hungary, Sweden, Bulgaria, Denmark, Slovakia, Norway, Austria. SAE is OTC and Pharma Related BPC. (2) Please refer to page 11. (3) Sempora and Euromonitor. All market sizes exclude VAT.

RX WILL FURTHER ACCELERATE REVENUE GROWTH.

  • Rx market in Europe nearly four times bigger than OTC/BPC.
  • Online Rx business dominated by only two companies (SHOP APOTHEKE, Doc Morris).
  • SHOP APOTHEKE EUROPE is well-positioned to serve the Rx market.
  • Strong Online Brand.
  • 2017 takeover of EUROPA APOTHEEK delivered process & pharmaceutical know-how.
  • Transfer of e-Commerce know-how to EUROPA APOTHEEK.
  • Already strong Rx customer base of chronically ill patients in Germany.
  • Why online Rx & SHOP APOTHEKE EUROPE are a perfect match:
  • Organically acquired customer base of c. 5 m by 2020 will boost further growth.
  • High cross-selling potential with OTC/BPC.
  • Monetary basket size increases significantly.

E-SCRIPTS INCREASE OUR PROFITABILITY.

  • Much lower handling cost
  • no mailing cost, no handling of envelopes, no scanning, no recognition,
  • no manual corrections, easier money collection from sick funds
  • Faster delivery as immediate execution of order
  • Lower Customer Acquisition Cost (CAC)
  • Higher value baskets, higher retention, additional margins lead to a much higher Customer Lifetime Value

TOTAL 500 MIO. PRESCRIPTIONS IN GERMANY

A UNIQUE SERVICE FOR RX CUSTOMERS.

  • As Continental Europe's leading online pharmacy, SHOP APOTHEKE EUROPE is a well-established and trusted player.
  • Thanks to the integration of Rx specialist Europa Apotheek, necessary know-how & processes are already in place and can be further streamlined.
  • SMART, our chronic patient care program, is essential both to high medication adherence and extraordinary customer loyalty.
  • Unique service for chronically ill patients in Germany.

26

AGENDA.

INTRODUCTION.

HIGHLIGHTS AND ACHIEVEMENTS 2018.

E-SCRIPT: OUR STRATEGY FOR THE FUTURE.

OUTLOOK.

Q + A.

FORECAST 2019.

  • Sales: c. 30 % growth corresponding to c. EUR 700 m.
  • Adjusted EBITDA-margin: at 2018 level or slightly better.

MID- AND LONG-TERM GROWTH & PROFITABILITY TARGETS.

  • EBITDA Break-even in 2020.
  • Focus on strong organic growth towards EUR 1 bn.
  • Target profitability of at least 6% EBIT.

INVEST IN HEALTHY GROWTH: SHOP APOTHEKE EUROPE.

  • The booming online medication market will be further boosted by eRx, with future liberalization of Rx regulations country by country.
  • Strong organic customer growth is supported by increasing online penetration and medication need in an ageing population.
  • Proven M&A track record with successful integration of acquisitions (Farmaline, Europa Apotheek, nu3) to further boost our growth.
  • Preparing for launch of market place in Germany other markets to follow
  • Significant potential for additional future revenue streams from media solutions, data services and e-health further increasing profitability.

CORPORATE CALENDAR 2019.

30 April 2019 Annual General Meeting, Venlo
15 May 2019 Publication
of
the
results
for Q1 2019
14 August 2019 Publication
of
the
results
for H1 2019
14 November 2019 Publication
of
the
results
for Q3 2019

APPENDIX

CONSOLIDATED STATEMENT OF PROFIT AND LOSS For the year ended 31 December 2018

Period ended Period ended
31.12.2018 31.12.2017
EUR 1,000 EUR 1,000
Revenue 539,710 283,992
Cost of sales $-440,392$ $-226,407$
Gross profit 99,318 57,585
Other income 196 3,015
Selling and distribution $-105,564$ $-66,417$
Administrative expense $-22,679$ $-13,378$
Result from operations $-28,730$ $-19,197$
Finance income 324 40
Finance expenses $-6,185$ $-2,246$
Net finance costs $-5.861$ $-2,206$
Result before tax $-34,591$ $-21,403$
Income tax 982 45
Result after tax $-33,609$ $-21,358$
Attributable to:
Owners of the company $-33,609$ $-21,358$

33

CONSOLIDATED STATEMENT OF FINANCIAL POSITION For the year ended 31 December 2018

Year ended Year ended Year ended Year ended
31.12.2018 31.12.2017 31.12.2018 31.12.2017
EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000
Assets Equity and liabilities
Non-current assets Shareholders' equity
Property, plant and equipment 11,924 8,278 Issued capital and share premium 292,045 289,317
Intangible assets 199,892 189,827 Reserves/accumulated losses $-78,069$ $-50,351$
Deferred tax assets 973 3,447 213,976 238,966
Investments in equity-accounted joint ventures 1,002 905 Non-current liabilities
Investments in associates 400 0 Loans and Borrowings 72,411 4,316
Investments in equity-instruments 10 $\Omega$ Deferred tax liability 10,841 12,711
214,201 202,457 83,252 17,027
Current assets Current liabilities
Inventories 43,349 39,989 Trade and other payables 28.436 28.855
Trade and other receivables 34,596 27,070 Loans and Borrowings 6.488 2.722
Other financial assets 34,422 12,510 Amounts due to banks 9.805 4.914
Cash and cash equivalents 24,338 15,783 Tax liabilities 1.846 3.947
136,705 95,352 Employee benefit liabilities 2.173 1.054
Provisions 4.930 323
53,678 41,815
Total assets 350,906 297,808 Total equity and liabilities 350,906 297,808

CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 31 December 2018

Period ended
31.12.2018
Period ended
31.12.2017
EUR 1,000 EUR 1,000
Cash flow from operating activities
Result from operations $-28,730$ $-19,197$
Adjustments for:
- Depreciation and amortisation of non-current assets
13,171 7,059
- Corporate income tax $\Omega$ $\Omega$
- Movements in provisions 3,573 $-1,861$
- Issuance of stock option plan 1,450 $\Omega$
Operating result adjusted for depreciation and amortisation,
taxes and provisions
$-10,536$ $-13,999$
Movements in working capital
- (Increase)/decrease in trade and other receivables $-5,174$ $-203$
- (Increase)/decrease in inventory 128 $-14,236$
- (Increase)/decrease in trade and other payables $-7,953$ 5,359
Working capital movement $-12,998$ $-9,080$
Cash generated from operations $-23,534$ $-23.079$
Interest received 324 40
Interest paid on financial lease $-331$ $-205$
Net cash (used in)/generated by operating activities $-23,541$ $-23,244$
Cash flow from investing activities
Investment for property, plant and equipment $-2,804$ $-3,143$
Investment for intangible assets $-9,051$ $-6,472$
Investment for other financial assets $-21,913$ 7,502
Acquisition of subsidiary, net of cash acquired $-4,379$ 1,255
Net cash (used in)/generated by investing activities $-38,147$ $-858$
Period ended
31.12.2018
Period ended
31.12.2017
EUR 1.000 EUR 1.000
Cash flow from financing activities
Interest paid $-4,467$ $-2,041$
Share issue cost $\Omega$ $-1,103$
Payment of earn-out obligations Farmaline $-1,100$ $-1,100$
Investment equity accounted joint ventures $\Omega$ $\Omega$
Investment associates $-400$ $\Omega$
Investment equity instruments $-10$ $\Omega$
Issue convertible bond, net of costs of issuance 73,499 $\overline{0}$
Cash-out lease payments $-2,221$ $\Omega$
Other non-current liabilities $\Omega$ 781
Net cash (used in)/generated by financing activities 65,302 $-3,463$
Net increase/(decrease) in cash and cash equivalents 3,613 $-27,565$
Cash and cash equivalents at the beginning of the period 10.920 38,485
Cash and cash equivalents at the end of the period 14,533 10,920
Reconcillation to the balance sheet:
Cash cand cash equivalents - assets 24,338 15,783
Bank overdraft $-9,805$ $-4,863$
14,533 10,920

SEGMENT REPORTING 2018

DACH International Consolidated
EUR 1,000 EUR 1,000 EUR 1,000
Revenues 491,078 48,632 539,710
Cost of sales $-403,328$ $-37,064$ $-440,392$
Gross profit 87,750 11,568 99,318
% of revenues 17.9% 23.8% 18.4%
Other income 156 40 196
Selling & distribution costs $-78,082$ $-16,287$ $-94,369$
Adjusted selling & distribution costs $-76,605$ $-16,132$ $-92,736$
Segment EBITDA 9,825 $-4,680$ 5,145
Adjusted segment EBITDA 11,301 $-4,524$ 6,777
Administrative expenses $-20,704$
Adjusted administrative expenses $-18,530$
EBITDA $-15,559$
adjusted EBITDA $-11,753$
Depreciation $-13,171$
EBIT $-28,730$
Adjusted EBIT $-24,924$
Financial result and taxes on income $-4,879$
Adjusted financial result and taxes on income $-4.879$
Period result $-33,609$
Adjusted period result $-29,803$

SEGMENT REPORTING 2017

DACH International Consolidated
EUR 1,000 EUR 1,000 EUR 1,000
Revenues 251,289 32,703 283,992
Cost of sales $-201,721$ $-24,687$ $-226,407$
Gross profit 49,569 8,016 57,585
% of revenues 19.7% 24.5% 20.3%
Other income 2,592 422 3,015
Selling & distribution costs $-46,286$ $-14,131$ $-60,416$
Adjusted selling & distribution costs $-60,416$
Segment EBITDA 5,875 $-5,693$ 182
Adjusted segment EBITDA 5,875 $-5,693$ 182
Administrative expenses $-12,320$
Adjusted administrative expenses $-8,728$
EBITDA $-12,137$
adjusted EBITDA $-8,545$
Depreciation $-7,059$
EBIT $-19,197$
Adjusted EBIT $-15,605$
Financial result and taxes on income $-2,161$
Adjusted financial result and taxes on income $-2,161$
Period result $-21,358$
Adjusted period result $-17,766$

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: [email protected]

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