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Redcare Pharmacy N.V.

Investor Presentation May 14, 2018

6219_ip_2018-05-14_9d3b5240-65e4-49e0-b522-4a1c1ae979e0.pdf

Investor Presentation

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STRATEGICALLY POSITIONED FOR GROWTH.

INTERIM FINANCIAL STATEMENTS FIRST QUARTER 2018 SHOP APOTHEKE EUROPE N.V.

15 MAY 2018

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.

  • Strong First Quarter 2018
  • Financial Performance
  • Outlook 2018
  • Q+A

HIGHLIGHTS.

5

STRONG PERFORMANCE IN FIRST QUARTER 2018.

Group Revenues in EUR m GROUP REVENUES INCREASED BY 105%

  • Sales in Germany increased by 117% YoY.
  • International sales increased by 69% YoY.

GROUP SEGMENT EBITDA IMPROVED TO –1.0% (–2.6% in Q1 2017).

INCREASED CONTRIBUTION PER ORDER TO REACH OUR CURRENT AND FUTURE EBITDA TARGETS.

Increased basket size and € contribution per parcel have already resulted in significantly improved group segment EBITDA and EBITDA margin.

  • New customer acquisition is targeted at gaining value customers with high activation and repeat order rate.
  • Shop Apotheke has been awarded BEST GERMAN ONLINE PHARMACY BRAND* and CUSTOMER CHAMPION IN AUSTRIA** .

  • EBITDA is supported by economies of scale that have decreased administration costs to 2.8% of sales (3.0% in Q1 2017).

  • * Handelsblatt and YouGov 2018
  • ** ÖGVS Institute 2018

INVESTMENTS IN AUTOMATION AND WEBSHOPS SUPPORT SAVINGS IN SELLING & DISTRIBUTION.

  • Additional packing lines with sorters are up and running, Selling & Distribution costs have been reduced to 18.7% from 24.6% in 2017. Continuous process optimization to further reduce S&D costs per parcel.
  • International shipping rates are decreasing due to the strong growth in sales and deliveries to our European target markets.
  • International webshops have migrated to a common Shop Apotheke platform, adding further economies of scale in our international marketing.

SUCCESSFUL ROLL-OUT OF REDPOINTS STRENGTHENS CUSTOMER LOYALTY.

  • Shop-Apotheke customers collect RedPoints and use them for repeat purchases.
  • Benefits for SHOP APOTHEKE:
    • increased repeat orders, basket size and customer activation,
    • maximizing customer lifetime value (CLV).

THE EUROPA APOTHEEK INTEGRATION WITH BRAND SYNERGIES STARTING 2019 IS ON PLAN.

STRONG PUBLIC RESISTANCE AGAINST POTENTIAL RX BAN THAT WOULD CONFLICT WITH GERMAN AND EUROPEAN LAW.

• The Minister of Health was not appointed when the coalition agreement was signed

• The new German Minister of Health, Mr Spahn, is an advocate of digitalization in the health sector

Source: (1) Börsen-Zeitung, 13 March 2018, Article: SHOP APOTHEKE peilt 2018 Gewinnschwelle an; (2) Börse-Online, 15-21 February 2018, Article: Bittere Pille; (3) Frankfurter Rundschau, 15 February 2018, Article: Auf Druck der Apothekenlobby; (4) Bloomberg (as of 04 April 2018); (5) https://www.apotheke-adhoc.de//nachrichten/detail/markt/shop-apotheke-will-umsatz-verdoppeln/; FY2017 Annual Report

SHOP APOTHEKE IS WELL POSITIONED TO GRASP THE HUGE ONLINE MARKET OPPORTUNITY.

Enormous OTC mail order market growth in our European markets (in EUR m) (1)

OTC represents a huge addressable market in continental Europe with an online penetration close to zero(2)

Multiple paths to profitable growth

  • Huge projected market growth across all end markets
  • Best positioned to capture >100% growth rates in the OTC online market
  • Still low penetration of the international online market
  • As a market leader, Shop Apotheke will benefit from increasing online penetration(3)

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)

FINANCIAL PERFORMANCE.

THE CONSOLIDATED SHOP APOTHEKE EUROPE KEY FINANCIALS CONFIRM OUR GUIDANCE.

  • Strong sales momentum in Q1 2018.
  • SHOP APOTHEKE EUROPE is on target for FY 2018.

  • Strong Gross Profit growth despite high international sales growth.

  • Focus on contribution per order has increased group segment EBITDA.

STRONG INTERNATIONAL PERFORMANCE HAS RESULTED IN INCREASED GROUP SEGMENT EBITDA.

Segment EBITDA in EUR million

  • International Segment EBITDA improved from EUR –2.3 million in Q1 2017 to EUR –1.8 million in Q1 2018 despite the strong sales growth to EUR 27 million in Q1 2018 from EUR 16 million in Q1 2017.
  • German Segment EBITDA is stable at EUR 0.4 million despite consolidation effects mostly eliminating other income.

SITE VISIT GROWTH CONFIRMS MARKET LEADERSHIP.

Web traffic (in m) Share of mobile visits (%)

Source: SHOP APOTHEKE EUROPE.

FOCUS ON LOYAL CUSTOMERS PAYS OFF.

Number of Active Customers (in m)*

ATTRACTIVE BASKET SIZE SUPPORTS PROFITABILITY.

Number of Orders (in m)

Share of repeat orders (%)

Average basket size (in €)

  • Basket size increased to EUR 73.4 in Q1 and is driven by the focus on contribution per order plus the integration of the Europa Apotheek business.
  • Repeat orders reached the new high of 82%.
  • The roll-out of the RedPoints loyalty program will further increase both basket size and repeat order rates.

Source: SHOP APOTHEKE EUROPE.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – CASH FLOW.

Development of cash (in EUR million)

  • EUR 9.3 million Operating cash-flow reflects efficient working capital management.
  • While investments in property, plant and equipment as well as in intangible assets led to an outflow of EUR –2.8 million, divestment of short-term securities amounting to EUR 2.6 million led to a cash inflow.
  • Cash flow from financing activities of EUR –2.1 million comprises payments for earn-out and accounts receivable financing.

EUR 75m CONVERTIBLE BOND PLACEMENT ON 12 APRIL FOR ACQUISITIONS IN OTC/BPC TO ACCELERATE GROWTH.

Source: (1) Company information

Note: (2) OTC: Prescription-free medication sold; Rx: Pharmaceuticals that require a prescription; BPC: Beauty and personal care products (3) Sales growing +44% YoY, while market increased by 11.8% according to the German E-Commerce Trade Association (bevh)

HIGHLY EXPERIENCED MANAGEMENT WITH A C. 25% STAKE AND A STRONG COMMITMENT TO PROFITABLE GROWTH.

Michael Köhler, CEO & Co-founder

20 years of experience in the pharmaceutical industry (Hoechst, Aventis)

Stephan Weber, CMO & Co-founder

15 years of pharmaceutical and online experience; led the business since 2001

Dr. Ulrich Wandel, CFO > 20 years of experience in the pharmaceutical industry

Theresa Holler, COO

15 years of experience in the in leading mail-order pharmacies (incl. DocMorris)

Marc Fischer, CTO & Co-founder > 20 years of experience in the IT industry (incl. Credit Suisse, Brechtle)

Committed management team with ample experience in the field, holding a significant stake in Shop Apotheke Europe N.V.

20

OUTLOOK.

• In FY 2018, sales are expected to grow at 87%–97% to EUR 530 to 560 million.

  • Positive adjusted EBITDA of EUR 0 to 2 million expected on a group level.
  • Given the higher share of prescription medications in our revenue mix, the Group's gross margins will be lower than in 2017, however, increasing basket size and contribution per parcel are raising our profitability in 2018 and beyond.
  • Investments in 2018 are expected to be in the low double-digit million range, with a focus on capacity expansion, processs automation and webshop and ERP development.
  • On April 12, Shop Apotheke Europe N.V. issued a EUR 75 million convertible bond to accelerate sales growth through acquisitions in OTC/BPC.

LOOKING FORWARD…

Q+A.

CORPORATE CALENDAR 2018.

May 17, 2018 Citibank Internet and eCommerce Day, London
May 23

24, 2018
Berenberg Conference USA 2018, Tarrytown, NY
August 14, 2018 st
Publication of the results for 1
HY 2018
August 30, 2018 Commerzbank Sector Conference, Frankfurt
November 14, 2018 Publication of the results for Q3 2018

CONSOLIDATED SEGMENT FINANCIALS Q1 2018.

Q1 2018 GERMANY INTERNATIONAL CONSOLIDATED
EUR 1,000 EUR 1,000 EUR 1,000
Revenue 103,527 27,139 130,667
Cost of sales $-86,319$ $-21,333$ $-107,652$
Gross Profit 17,209 5,806 23,015
% of revenue 16.6% 21.4% 17.6%
Other income $-13$ 42 29
Selling & Distribution $-16,778$ $-7,599$ $-24,377$
Segment EBITDA 418 $-1,751$ $-1,333$
Administrative expense $-3,637$
EBITDA $-4,970$
Depreciation $-3,087$
EBIT $-8,057$
Net finance cost and income tax $-50$
Net loss $-8,107$

CONSOLIDATED SEGMENT FINANCIALS Q1 2017.

GERMANY INTERNATIONAL GERMANY ELIMINATIONS CONSOLIDATED
SERVICES
EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000
47.493 16.034 1,678 $-1,427$ 63.778
$-37.662$ $-12.812$ $-73$ $\mathbf 0$ $-50.547$
13.231
20,7% 20,1% 95.6% 20,7%
784
$-15.676$
442 $-2.343$ 240 0 $-1.661$
$-1.900$
$-3.561$
$-1.295$
$-4.856$
$-582$
$-5,439$
9.831
590
$-9.979$
3.222
188
$-5.753$
1,605
6
$-1,372$
$-1,427$
$\theta$
$-1,427$

CONSOLIDATED STATEMENT OF PROFIT AND LOSS.

PERIOD ENDED
31.3.2018
PERIOD ENDED
31.3.2017
EUR 1,000 EUR 1,000
Revenue 130,667 63,778
Costs of sales $-107,652$ $-50,547$
Gross profit 23,015 13,231
Other income 29 784
Selling & Distribution $-27,001$ $-16,777$
Administrative Expense $-4,101$ $-2,095$
Result from operations $-8,057$ $-4,856$
Finance income 24 22
Finance expense $-477$ $-553$
Net finance cost $-452$ $-531$
Result before tax $-8,510$ $-5,387$
Income tax 403 $-52$
Result after tax $-8,107$ $-5,439$

CONSOLIDATED BALANCE SHEET.

ASSETS PERIOD ENDED
31.3.2018
PERIOD ENDED
31.12.2017
EUR 1,000 EUR 1,000
Non-current assets
Property, plant and equipment 8.431 8.278
Intangible assets 189.360 189.827
Deferred tax assets 3.884 3.447
Investments in equity- accounted joint ventures 905 905
202.580 202.457
Current assets
Inventories 34.361 39.989
Trade and other receivables 23.711 20.546
Other current assets 4.354 6.524
Other financial assets 9.926 12.510
Cash and cash equivalents 22.222 15.783
94.573 95.352
Total Assets 297.152 297.808
EQUITY AND LIABILITIES PERIOD ENDED
31.3.2018
PERIOD ENDED
31.12.2017
EUR 1,000 EUR 1,000
Shareholders' equity
Issued capital and share premium 289.317 289.317
Reserves/accumulated losses $-58.458$ $-50.351$
230.859 238.966
Non-current liabilities
Provisions 220 323
Deferred tax liability 12.730 12.711
Other liabilities 3.783 4.316
16.733 17.350
Current liabilities
Trade and other payables 33.349 23.090
Amounts due to banks 4.225 4.863
Other liabilities 11.986 13.539
49.560 41.492
Total Equity and Liabilities 297.152 297.808

CONSOLIDATED CASH FLOW STATEMENT.

PERIOD ENDED
31.3.2018
PERIOD ENDED
31.3.2017
EUR 1,000 EUR 1,000
CASH FLOW FROM OPERATING ACTIVITIES
Results flow from operations 8.057 $-4.856$
Adjustments for:
- Depreciation and amortisation
of non-current assets
3,087 1,295
Operating result adjusted for depreciation
and amortisation, taxes and provisions
$-4.970$ $-3,561$
Movements in working capitals:
- (Increase)/decrease in trade and other
receivables and other current assets
$-995$ 488
- (Increase)/decrease in inventory 5,628 2,962
- Increase/(decrease) in in trade and other
payables and other liabilities
9,631 2,962
Working capital movement 14,265 6,412
Cash generated from operations 9.295 2,851
Interest received 24 22
Net cash (used in)/generated by operating
activities
9,319 2,873
PERIOD ENDED
31.3.2018
PERIOD ENDED
31.3.2017
EUR 1,000 EUR 1,000
ASH FLOW FROM INVESTING ACTIVITIES
nvestment for property, plant and equipment $-841$ $-4,348$
nvestment for intangible assets $-1,933$ $-1,545$
nvestment in other financial assets 2,584 0
let cash (used in)/generated by investing
ctivities
$-189$ $-5,893$
ASH FLOW FROM FINANCING ACTIVITIES:
nterest paid $-420$ $-553$
ayment of earn-out obligations Farmaline $-1,100$ 0
Other non-current liabilities $-533$ 0
let cash (used in)/generated
y financing activities
$-2,052$ $-553$
let increase/(decrease)
n cash and cash equivalents
7.077 $-3,573$
ash and cash equivalents
it the beginning of the period
10,920 38,485
ash and cash equivalents.
it the end of the neriod
17 006 34 012

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: [email protected]

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