Redcare Pharmacy N.V.

Investor Presentation • Mar 11, 2018

STRATEGICALLY POSITIONED FOR GROWTH.

ANNUAL REPORT 2017 SHOP APOTHEKE EUROPE N.V.

DR. ULRICH WANDEL, CFO 12 MARCH 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.

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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.

TOPICS

• Accomplishments 2017
• Financial Performance 2017
• Update on Europa Apotheek Integration
• Outlook 2018
• Q+A

SHOP APOTHEKE EUROPE CONTINUES ITS PERFORMANCE RECORD.

ACCOMPLISHMENTS IN FISCAL YEAR 2017.

• Successful acquisition of Europa Apotheek further strengthens SHOP APOTHEKE´s market position.
• Strong sales growth in line with increased guidance (+60 % YoY).
• Economies of scale and efficiency reduced relative administrative costs. Adjusted for one-offs they increased below sales growth by 8 % YoY.
• Sales growth in Germany four times faster than market: Sales growing +44 % YoY, while market increased by 11.8 % according to the German E-Commerce Trade Association (bevh).
• Strong international growth (+143 % YoY) with above average gross margin growth to 21.4 % (+3.0 pp YoY). The share of international sales has risen to 26 %.

FORECAST VS. ACTUALS 2017: ALL TARGETS HAVE BEEN REACHED.

LATEST FORECAST	ACTUAL	TARGET REACHED
Revenue growth of 55 % to 65 %	+60 %
Adj. EBITDA margin of -2% to -3%	-3.0 %
Profitable growth in core segment "Germany"	Segment EBITDA +3.3 %
Improvements in efficiency	Adj. administration expense excl. D&A is 3.1 %
Further automation and increased capacity	• Progress in the automation of incoming goods • New packing line launched • Ongoing development of ERP system

TOPICS

• Accomplishments 2017
• Financial Performance 2017
• Update on Europa Apotheek Integration
• Outlook 2018
• Q+A

8

ACTIVE CUSTOMER BASE INCREASED TO 2.7 MILLION.

• Our customer base has increased by +50 % in 2017 versus 2016.
• 2.7 million active customers as at 31 December 2017.

Source: SHOP APOTHEKE EUROPE.

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

CONTINUED STRONG SITE VISIT GROWTH.

• Web traffic confirms strong growth.
• YoY, Site Visits grew by 71 % to 72m.
• Mobile share keeps growing.
• SHOP APOTHEKE EUROPE further increases its leadership as THE EUROPEAN ONLINE PHARMACY.

ATTRACTIVE BASKET SIZE SUPPORTS PROFITABILITY.

Number of Orders in '000

• Orders increased by 45 % to 5.7 million in 2017.
• Basket size increased to EUR 70 in Q4 driven by the Europa Apotheek business.
• Return rates remain close to zero.
• Increase in repeat orders to 82 % in Q4 despite strong international new customer growth.

CONSOLIDATED KEY FINANCIALS 2017 SHOP APOTHEKE EUROPE.

• Ambitious growth target 2017 was met.

• Positive sales momentum continues in the new fiscal year 2018.

• Gross Profit increased in line with revenues.

• Group gross margin almost constant at 20.3 %.
• International margin increased by 3.0 % to 21.4 %.

REVENUE GROWTH FURTHER ACCELERATED.

2017 profitable growth in core market Germany continued:

• Revenues grew by 44 % compared to FY 2016.
• Europa Apotheek contributed EUR 25 million to sales since its consolidation on 8 November 2017.
• Gross margin at 19.8 % (2016: 20.4 %) due to higher share of prescription medications (Europa Apotheek).
• Economies of scale and higher efficiency led to an above average increase in Segment EBITDA, resulting in a margin of 3.3 % (2016: 2.7 %).

International sales more than doubled:

• Revenues rose by 143 % in 2017 to EUR 73.7 million.
• Gross margin increased to 21.4 % (2016: 18.4 %).

SEGMENT EBITDA GERMANY INCREASED, FINANCING INTERNATIONAL MARKET EXPANSION.

Adjusted segment EBITDA in € m

• Adjusted Segment EBITDA in Germany increased from EUR 4.0 million in FY 2016 to EUR 6.9 million in FY 2017.
• International Segment EBITDA reflects new customer acquisition to gain leadership in all relevant European markets including the new markets Italy and Spain.

Source: SHOP APOTHEKE EUROPE.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – CASH FLOW.

• Operating cash-flow includes building up of international inventory to support strong market growth as well as regular seasonal year-end effects. Inventories increase accounted for EUR -21.1 million.
• While investments in property, plant and equipment as well as in intangible assets led to an outflow of EUR -9.6 million, a divestment of short-term securities amounting to EUR 7.5 million led to a cash inflow.
• Cash flow from financing activities of EUR -3.5 million comprises earn-out payment, share issue cost and accounts receivable financing for online payments.
• Financing options for further acquisitions and higher working capital requirements are being evaluated ensuring flexibility to benefit from emerging opportunities.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – WORKING CAPITAL AND CAPEX.

• Capex in the reporting period comprise investments in the next step in automation and increased warehouse capacity.

TOPICS

• Accomplishments 2017
• Financial Performance 2017
• Update on Europa Apotheek Integration
• Outlook 2018
• Q+A

Theresa Holler, COO and Chief Pharmacist SHOP APOTHEKE EUROPE

17 "THE AQUISITION OF EUROPA APOTHEEK IS THE UNIQUE OPPORTUNITY TO CREATE EUROPE'S LARGEST ONLINE PHARMACY..."

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.

"…WITH A COMPREHENSIVE OFFERING FOR THE WHOLE FAMILY."

customers between 30-65 years old

Source: SAE company information, EHS company information. (1) Excludes age range 0-17

SAE EHS

VENLO OPERATIONS SERVE BOTH SHOP APOTHEKE AND EUROPA APOTHEEK.

SIGNIFICANT INVESTMENTS IN AUTOMATION 2018 IN PROGRESS TO INCREASE CAPACITY.

• goods-in automation
• automated high-bay rack
• additional packing lines with sorters
• ongoing ERP development

THE SHIFT FROM OFFLINE TO ONLINE IS OUR EUROPEAN GROWTH STORY.

Huge adressable medication market € 164bn … focus on continental Europe

…with a current online penetration close to zero!

Online Market Share*

* IMS PharmaScope, 2017, Sempora market study, 2017, Euromonitor (as of 03-Apr-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

WE PENETRATE A HIGHLY FRAGMENTED MARKET WITH NO OFFLINE BRANDS.

No significant offline player… …and no online player with a multi country approach

* SHOP APOTHEKE Including EHS full year 2017, DocMorris management estimates GER RX, OTC, eurapon and vitalsana. Others management estimates. ** Public sources / management estimates

THE INTEGRATION OF EUROPA APOTHEEK VENLO IS ON TARGET.

TOPICS

• Accomplishments 2017
• Financial Performance 2017
• Update on Europa Apotheek Integration
• Outlook 2018
• Q+A

CLEAR PATH TO GROUP PROFITABILITY.

Strengthen leadership in existing markets.

• Grow OTC, BPC and RX sales in the German core market.
• Implement common international brand for Shop Apotheke and Europa Apotheek by 2019.
• Realize synergies from common brand and administrative costs of EUR 2-2.5m p.a. from 2019 on.

Accelerated market penetration.

• Strengthened presence in continental Europe including RX.
• Grow with increasing online penetration in OTC, BPC and RX.
• Play an active role in market consolidation.

Operational Excellence and Integration of Europa Apotheek.

• Further invest in sales, logistics and IT platforms to increase efficiency and profitability.
• Smooth integration of the Europa Apotheek business.

LOOKING FORWARD…

• 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.
• Strategically, we will both accelerate our growth and play an active role in market consolidation.
• Given the higher share of prescription medications in our revenue mix, the Group's gross margins will be lower than in 2017 but basket size and contribution per parcel will increase.
• Investments in 2018 are expected to be in the low double-digit million range again focussing on capacity expansion, further automation and ongoing ERP system development.

INVESTMENT HIGHLIGHTS.

Large and attractive market

Total Addressable Market in Europe expanded more than fourfold by the Europa Apotheek acquisition from EUR 35bn (OTC and pharmacy related BPC) to EUR 164bn (OTC, BPC, Rx).

Operational Excellence

Continuous investment in efficient operations and state-of-the-art front-end systems resulting in excellent customer experience.

Positioned for European Leadership

Footprint established in seven European countries, and with Europa Apotheek's strong market position now also leading prescription mail-order pharmacy in Germany, prepared to expand the online-prescription business into further current Shop Apotheke markets. No leading European brand besides SHOP APOTHEKE EUROPE exists.

Founder-led management

Experienced and strongly committed management holding c. 25% of the shares.

Attractive Financial Profile

Exceptional top-line growth, already profitable in the German core market. Clear path to group profitability and positive EBITDA guidance 2018.

TOPICS

27

• Accomplishments 2017
• Financial Performance 2017
• Update on Europa Apotheek Integration
• Outlook 2018
• Q+A

CORPORATE CALENDAR 2018.

April 26, 2018	Annual General Meeting
May 15, 2018	Publication of the results for Q1 2018
August 14, 2018	Publication of the results for H1 2018
November 14, 2018	Publication of the results for Q3 2018

CONSOLIDATED SEGMENT FINANCIALS 2017. 29

	Germany	International	Germany Services	Eliminations	Consolidated
	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000
Revenue	209,549	73,717	6,848	-6,121	283,992
Cost of sales	-168,040	-57,971	-797	401	-226,407
Gross Profit	41,510	15,745	6,050	-5,720	57,585
% of revenue	19.8 %	21.4 %	88.4 %		20.3 %
Other income	2,151	810	54	0	3,015
Selling & Distribution	-36,801	-23,160	-6,176	5,720	-60,417
Adjusted S&D	-36,801	-23,160	-6,176		-60,417
Segment EBITDA	6,859	-6,606	-71	0	182
Adjusted Segment EBITDA	6,859	-6,606	-71	0	182
Administrative expenses					-12,320
Adjusted AE					-8,728
EBITDA					-12,137
Adjusted EBIDTA					-8,545
Depreciation					-7,059
EBIT					-19,197
Adjusted EBIT					-15,605
Net finance cost and income tax Adjusted net finance cost and					-2,161
income tax					-2,161
Net loss					-21,358
Adjusted net loss					-17,766

CONSOLIDATED SEGMENT FINANCIALS 2016. 30

	Germany	International	Germany Services	Eliminations	Consolidated
	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000	EUR 1,000
Revenue	145,549	30,376	4,108	-2,641	177,391
Cost of sales	-115,910	-24,777	-423	0	-141,109
Gross Profit	29,640	5,599	3,685	-2,641	36,282
% of revenue	20.4 %	18.4 %	89.7 %	0	20.5 %
Other income	1,810	363	31	0	2,204
Selling & Distribution	-27,458	-10,698	-2,742	2,641	-38,255
Adjusted S&D	-27,419	-9,901	-2,742	2,641	-37,421
Segment EBITDA	3,992	-4,735	975		231
Adjusted Segment EBITDA	4,030	-3,939	975		1,066
Administrative expenses					-8,597
Adjusted AE					-6,855
EBITDA					-8,366
Adjusted EBIDTA					-5,789
Depreciation					-3,273
EBIT					-11,638
Adjusted EBIT					-9,062
Net finance cost and income tax Adjusted net finance cost and					-6,807
income tax					-1,644
Net loss					-18,445
Adjusted net loss					-10,733

CONSOLIDATED STATEMENT OF PROFIT AND LOSS. 31

Considering application of IFRS 16 to be endorsed by the EU in Q4 2017	PERIOD ENDED 31.12.2017	PERIOD ENDED 31.12.2016
	EUR 1,000	EUR 1,000
Revenue	283,992	177,391
Costs of sales	-226,407	-141,109
Gross profit	57,585	36,282
Other income	3,015	2,204
Selling and Distribution	-66,417	-41,036
Administrative expense	-13,378	-9,098
Result from operations	-19,197	-11,639
Finance income	40	17
Finance expenses	-2,246	-9,338
Net finance costs	-2,206	-9,321
Result before tax	-21,403	-20,960
Income tax expenses	45	2,515
Result after tax	-21,358	-18,445
Attributable to: Owners of the company	-21,358	-18,445

³² CONSOLIDATED BALANCE SHEET.

ASSETS	31.12.2017	31.12.2016
	EUR 1,000	EUR 1,000
Non-current assets
Property, plant and equipment	8,278	2,613
Intangible assets	189,827	22,169
Deferred tax assets	3,447	0
Investments in equity-accounted joint ventures	906	0
	202,457	24,782
Current assets
Inventories	39,989	18,841
Pre-ordered stock	0	6,823
Trade and other receivables	20,546	8,278
Other current assets	6,524	3,130
Other financial assets	12,510	20,012
Cash and cash equivalents	15,783	38,485
	95,352	95,569
Total Assets	297,808	120,351

EQUITY AND LIABILITIES	31.12.2017	31.12.2016
	EUR 1,000	EUR 1,000
Shareholders' equity
Issued capital and share premium	289,317	122,238
Reserves/accumulated losses	-50,351	-28,993
	238,966	93,245
Non-current liabilities
Provisions	323	2,961
Deferred tax liability	12,711	0
Other liabilities	4,316	3,334
	17,350	6,295
Current liabilities
Trade and other payables	23,090	12,563
Amounts due to banks	4,863	0
Other liabilities	13,539	8,248
	41,492	20,811
Total Equity and Liabilities	297,808	120,351

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: ulrich.wandel@shop-apotheke.com