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Redcare Pharmacy N.V.

Earnings Release Nov 13, 2018

6219_ip_2018-11-13_1d8cbe73-252b-4242-8d9d-2fc170045c27.pdf

Earnings Release

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STRATEGICALLY POSITIONED FOR GROWTH.

INTERIM FINANCIAL STATEMENTS 9 MONTHS 2018 SHOP APOTHEKE EUROPE N.V.

Frankfurt, 14 November 2018

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.

  • Achievements in Q3 2018.
  • Financial Performance.
  • Outlook 2018.
  • Q+A.

HIGHLIGHTS.

ACHIEVEMENTS.

  • Fastest growing online pharmacy in Europe.
  • International gross margin significantly improved alongside with 63% sales growth.
  • 3.2 m active customers with attractive basket size.
  • Succesful integration of Europa Apotheek / Rx business.
  • Acquisition of nu3.com to boost international online penetration.
  • RedPoints customer loyalty programm rolled out to France, Italy and Spain.
  • Best online pharmacy award in Germany and once again one of Germany´s most popular brands in Handelsblatt/YouGov ranking.
  • SDAX-Listing since 24 September 2018.
  • MSCI Smallcap Germany Listing since 31 May 2018.

CONTINUED STRONG GROWTH.

Group Revenues in EUR million

GROUP REVENUES INCREASED by 103% to more than EUR 388m.

  • Sales in Germany increased by 120% YoY to EUR 303m.
  • International sales increased by 62% YoY to EUR 86m.

GROUP SEGMENT EBITDA improved by +1.7 percentage points to +1.2% (from –0.5% after 9M 2017) despite strong international growth, integration of Europa Apotheek and nu3 GmbH as well as consolidation effects in other income compared to 9M 2017.

NU3 NOW PART OF SHOP APOTHEKE EUROPE INTEGRATION CONCEPT BEING ROLLED OUT.

With the acquisition of nu3 GmbH, SHOP APOTHEKE EUROPE further expands its positioning and value creation in its European markets:

In addition to expanding the product range with complementary products, cross-selling potentials will emerge by addressing additional customers. nu3 GmbH is already active in major European markets and operates in the fast-growing market segment of functional nutrition products with high online penetration.

The high-quality product range of nu3 which comprises natural food and health products, low carb products and sports nutrition has strong and well-known brands.

7

DOUBLE HONOUR FOR SHOP APOTHEKE EUROPE IN FOCUS MONEY SURVEY.

CUSTOMER FAVOURITES 2018.

SHOP APOTHEKE EUROPE received two of the top four scores in a ranking of German online pharmacies conducted for the renowned business magazine Focus Money. Europa Apotheek received 100 points

and was awarded the gold label as "Customer Favourite 2018". SHOP APOTHEKE came in fourth with 92 points and was thus also ranked ahead several major competitors.

AN IMPORTANT MILESTONE: SHOP APOTHEKE EUROPE HAS 3.2 MILLION CUSTOMERS.

SHOP APOTHEKE EUROPE continues on its rapid growth course:

After passing the 3 million customer mark in July, since September more than 3.2 million active customers.

Customers who placed at least one order during the past 12 months trust the extensive offering andaward-winning customer service of Europe's leading online pharmacy.

The company's customer base increased by ca. 900,000 people to 2.7 million in 2017, meaning SHOP APOTHEKE EUROPE has doubled the number of active customers over the last 2 years.

9

LAUNCH OF RED POINTS IN ITALY AND SPAIN TO INCREASE CUSTOMER LOYALTY AND BASKET SIZE.

Successful roll-out in Germany, France, Italy & Spain in 2018

10 RedPoints for every Euro spent.

10

SHOP APOTHEKE NAMED ONLINE RETAILER OF THE YEAR; AFFIRMING OUR STATE-OF-THE-ART WEBSHOP TECHNOLOGY.

SHOP APOTHEKE EUROPE placed first among online pharmacies at the WEBSHOP AWARDS Germany 2018-2019 and was named "Online Retailer of the Year" in its category.

The award is the result of an online survey in which around 110,000 consumers ranked a broad range of renowned retailers and online shops in 36 categories, using such criteria as product quality, price, product range and delivery.

Overall, participants submitted 229,855 evaluations between May 15 and September 3, 2018.

OCTOBER 2018

SHOP APOTHEKE AWARDED ONE OF GERMANY'S STRONGEST BRANDS IN OCTOBER 2018.

BRAND OF THE YEAR 2018

  • For the fourth time in succession, the market research institute YouGov in cooperation with Germany's famous business magazine Handelsblatt awarded SHOP APOTHEKE as one of the most popular brands in Germany, being TOP 5 in the "drugstore, perfumery and jewellery" category.
  • The results of the brand of the year 2018 rankings are based on more than 900,000 online interviews in the period from 01 Sep 2017 to 31 Aug 2018 for the YouGov BrandIndex brand performance tracker.

NEW CORPORATE SITE.

shop-apotheke-europe.c om

SHOP APOTHEKE INCLUDED IN SDAX SELECT INDEX SINCE 24 SEPTEMBER 2018.

SHOP APOTHEKE EUROPE has been admitted to one of the DAX group's select indices for the first time ever. The company joined the SDAX on September 24, 2018.

Since its IPO in October 2016, SHOP APOTHEKE EUROPE has continuously increased its market capitalization and share turnover. These developments are the result of dynamic operational growth in the sales of non-prescription (OTC) medications and beauty and personal care products as well as of the company's active role in the consolidation of the online pharmacy market.

Issuer SHOP APOTHEKE EUROPE N.V.
Share Category Bearer
Shares
Stock Exchange Frankfurt Stock Exchange
Listing Regulated
Market (Prime Standard)
st
1
day
of
trading
13 October
2016
Issue
Price
EUR 28.00
# of
shares
12,074,926 (as
of
20 July
2018)
Share Capital EUR 241,498.52
ISIN NL0012044747

WE SEE RX AS OUR HUGE EUROPEAN MARKET OPPORTUNITY, HAVING THE INTERNATIONAL LEAD.

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.

SHOP APOTHEKE IS READY TO PREPARE THE ROLL OUT OF E-SCRIPT TO ALL OUR MARKETS.

The E-SCRIPT has been designated an important strategic priority to improve healthcare in Europe. Since the EU is working towards a cross-border electronic healthcare system that will make it possible for EU citizens to get their

E-SCRIPTS, SHOP APOTHEKE EUROPE is set to roll it out.

FINANCIAL PERFORMANCE.

SHOP APOTHEKE EUROPE KEY FINANCIALS 9M 2018.

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

• International Gross Profit has increased by 0.8pp to 22.7% from 21.9% in the first nine months 2017 despite strong growth.

EUR +5.8M TOTAL GROUP SEGMENT EBITDA CONFIRMS STRONG IMPROVEMENT IN PROFITABILITY.

  • German Segment EBITDA has increased to EUR 7.2m in 9M 2018 from EUR 4.3m in 9M 2017 despite consolidation effects eliminating most other income.
  • International Segment EBITDA improved from EUR –5.3 in 9M 2017 to EUR – 2.4m in 9M 2018 despite the strong sales growth from EUR 53m to EUR 86m.

SITE VISITS ARE UP IN LINE WITH SALES GROWTH.

Web traffic (in m)

Share of mobile visits (%)

REDPOINTS IS A SUCCESS FOR CUSTOMER LOYALTY.

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

SHOP APOTHEKE has passed 3m active customers in July 2018.

ATTRACTIVE BASKET SIZE SUPPORTS PROFITABILITY.

  • 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.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – CASH POSITION.

Development of cash and short-term securities in EUR m

  • Total cash position, including short term-securities, increased by EUR 51.5m compared to year-end.
  • 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 –20.0m.
  • An additional EUR 22.3m has been invested in short-term securities to avoid negative interest.

OUTLOOK.

  • SHOP APOTHEKE EUROPE is on track to reach its sales forecast range of EUR 540–570m.
  • Due to recent changes in the competitive landscape, the Board is currently evaluating strategic options for 2019 focussing on best value for shareholders.
  • The integration of the lately acquired nu3.com is on track with a focus on synergies in marketing, operations and IT to generate profits in 2019.
  • Adjusted EBITDA is still expected to increase compared to 2017 (–3% of sales), however, earnings impacts in H1 cannot be compensated by process improvements in H2. In addition a price-intensive competition in Germany temporarily affects margins. SHOP APOTHEKE will further push organic growth for 2019ff to best use the current market consolidation, which requires additional marketing spending already in 2018. As a result, the Management Board expects an adjusted EBITDA margin of up to -2% for 2018 (previous forecast: -0.5%).

LOOKING FORWARD…

INVESTMENT CASE.

  • Further growth ahead:
  • accelerating organic customer growth
  • excellent customer KPIs as backbone for rising revenue per customer
  • tackle M&A growth opportunities
  • growing market: rising online penetration in German und European market
  • liberalization of Rx regulations country by country
  • eScript / eHealth in Europe gaining momentum.
  • Market-leading position in Germany and Europe.
  • Management focus on shareholder value.

Q+A.

CORPORATE CALENDAR 2018/2019.

November 27, 2018 Berenberg West Coast Conference, San Francisco
December
3, 2018
Berenberg Pennyhill
Conference, London
January 21-23, 2019 Kepler Cheuvreux, 18th German Corporate Conference, Frankfurt
March 15,
2019
Financial Results/Annual Report 2018
April
30,
2019
Annual General Meeting, Venlo

CONSOLIDATED SEGMENT FINANCIALS PERIOD ENDED September 2018.

PERIOD ENDED
30.9.2018
GERMANY INTERNATIONAL INTERIM
CONSOLIDATED
EUR 1,000 EUR 1,000 EUR 1,000
Revenue 302,294 86,187 388,481
Cost of sales $-249,995$ $-66,650$ $-316,645$
Gross Profit 52,298 19,538 71,836
% of revenue 17.3% 22.7% 18.5%
Other income 1 8 9
Selling & Distribution $-46.057$ $-22,579$ $-68,635$
Adjusted S&D $-45,118$ $-21,978$ $-67,095$
Segment EBITDA 6,243 $-3,033$ 3,210
Adjusted Segment EBITDA 7,182 $-2,432$ 4,750
Administrative expense $-13,384$
Adjusted AE $-11,997$
EBITDA $-10,174$
Adjusted EBITDA $-7,247$
Depreciation $-9,273$
EBIT $-19,447$
Adjusted EBIT $-16,520$
Net finance cost and income tax $-3,480$
Net Loss $-22,927$
Adjusted Net Loss $-20,001$

Adjustments of EUR 2.9 million for one-off expenses related to the issurance of the convertible bond, implementation of the ESOP and nu3 integration.

29

CONSOLIDATED SEGMENT FINANCIALS PERIOD ENDED September 2017.

PERIOD ENDED
30.9.2017
GERMANY INTERNATIONAL GERMANY
SERVICES
ELIMINATIONS CONSOLIDATED
EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000
Revenue 137,514 53,039 4,591 $-3,979$ 191,165
Cost of sales $-108,914$ $-41,410$ $-248$ $\sigma$ $-150,57'$
Gross Profit 28,600 11,629 4,343 $-3,979$ 40,594
% of revenue 20.8% 21.9% 94.6% 21.2%
Other income 1,442 517 36 9 1,986
Selling & Distribution $-25,857$ $-17,424$ $-4,268$ 3,979 $-43,570$
Adjusted S&D $-25.857$ $-17,424$ $-4,268$ 3,979 $-43,570$
Segment EBITDA 4,185 $-5,278$ 111 $-9$ $-99'$
Adjusted Segment EBITDA 4,185 $-5,278$ 111 $-9$ $-99'$
Administrative expense $-6,244$
Adjusted AE $-5,828$
EBITDA $-7,235$
Adjusted EBITDA $-6,819$
Depreciation $-4,134$
EBIT $-11,369$
Adjusted EBIT $-10,953$
Finance income 6 °
Finance expense $-1,452$
Net finance cost $-1,383$
Result before tax $-12,75'$
Adjusted result before tax $-12,336$

30

CONSOLIDATED STATEMENT OF PROFIT AND LOSS.

PERIOD ENDED
30.9.2018
PERIOD ENDED
30.9.2017
EUR 1,000 EUR 1,000
Revenue 388.481 191,165
Costs of sales $-316.645$ $-150,571$
Gross profit 71.836 40,594
Other income 9 1,986
Selling & Distribution $-76,517$ $-47,084$
Administrative Expense $-14,775$ $-6,865$
Result from operations $-19,447$ $-11,369$
Finance income 87 69
Finance expense $-4,192$ $-1,452$
Net finance cost $-4,105$ $-1,382$
Result before tax $-23,552$ $-12,751$
Income tax $-625$ $-237$
Result after tax $-22,927$ $-12,988$
Attributable to:
Owners of the Company
$-22,927$ $-12,988$

CONSOLIDATED BALANCE SHEET.

ASSETS 30.9.2018 31.12.2017
EUR 1,000 EUR 1,000
Non-current assets
Property, plant and equipment 10,010 8,278
Intangible assets 198,833 189,827
Deferred tax assets 4,189 3,447
Investments in equity-accounted joint ventures 915 905
213,946 202,457
Current assets
Inventories 33,967 39,989
Trade and other receivables 22,630 20,546
Other current assets 13,543 6,524
Other financial assets 34,831 12,510
Cash and cash equivalents 44,957 15,783
149,928 95,352
363,874 297,808
Total Assets
EQUITY AND LIABILITIES 30.9.2018 31.12.2017
EUR 1,000 EUR 1,000
Shareholders' equity
Issued capital and share premium 292,045 289,317
Reserves/accumulated losses $-67,923$ $-50,351$
224,122 238,966
Non-current liabilities
Provisions 452 323
Deferred tax liability 14,695 12.711
Other liabilities 71,939 4.316
87,086 17.350
Current liabilities
Trade and other payables 29,197 23,090
Amounts due to banks 4,750 4,863
Other liabilities 18,720 13,539
52,666 41,492
Total Equity and Liabilities 363,874 297,808

CONSOLIDATED CASH FLOW STATEMENT.

PERIOD ENDED
30.9.2018
PERIOD ENDED
30.9.2017
EUR 1,000 EUR 1,000
CASH FLOW FROM OPERATING ACTIVITIES
Results flow from operations $-19,447$ $-11,369$
Adjustments for:
- Depreciation and amortisation of non-current assets, taxes and provisions
9,371 4,134
- Issuance of stock option plan 913
Operating result adjusted for depreciation and amortisation, taxes and provisions $-9,163$ $-7,235$
Movements in working capital:
- (Increase)/decrease in trade and other receivables and other current assets $-6,750$ $-4,393$
- (Increase)/decrease in inventory 9,510 630
- Increase/(decrease) in in trade and other payables and other liabilities 2,234 14,831
Working capital movement 4,994 11,068
Cash generated from operations $-4,169$ 3.833
Interest received 87 223
Net cash (used in)/generated by operating activities $-4,082$ 4.056
PERIOD ENDED
30.9.2018
PERIOD ENDED
30.9.2017
EUR 1,000 EUR 1,000
CASH FLOW FROM INVESTING ACTIVITIES
Investment for property, plant and equipment $-3,987$ $-6,503$
Investment for intangible assets $-5.880$ $-4,334$
Investment in other financial assets $-22.296$ $-1,059$
Acquisition of subsidiary, net of cash acquired $-4,379$ $\Omega$
Net cash (used in)/generated by investing activities $-36,542$ $-11,896$
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid $-4,106$ $-1,452$
Capital increase $\Omega$ $-356$
Payment of earn-out obligations Farmaline $-1.100$ $-1,100$
Investment equity accounted joint ventures $-10$
Issue convertible bond 73.499
Other non-current liabilities 1,514 2,727
Net cash (used in)/generated by financing activities 69,797 $-180$
Net increase/(decrease) in cash and cash equivalents 29,174 $-8,020$
Cash and cash equivalents at the beginning of the period 15,783 38,485
Cash and cash equivalents at the end of the period 44,957 30,464

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: [email protected]

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