Redcare Pharmacy N.V.

Pre-Annual General Meeting Information • Nov 5, 2017

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SHOP APOTHEKE EUROPE N.V. EXTRAORDINARY GENERAL MEETING

VENLO, 6 November 2017

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• 1. Opening
• 1. Agenda item 2 (proposal 1): Approval of the Transaction (within the meaning of Section 2:107a of the Dutch Civil Code) (voting item).
• 1. Agenda item 3 (proposal 2): Issuance of new ordinary shares in the share capital of the Company in connection with the Transaction (voting item).
• AGENDA. • 4. Agenda item 4.a. (proposal 3.a.): Designation of the managing board of the Company as the corporate body authorised to issue shares and/or grant rights to acquire shares subject to certain conditions (voting item);
• 1. Agenda item 4.b. (proposal 3.b.): Designation of the managing board of the Company as the corporate body authorised to restrict or exclude the pre-emptive rights upon the issue of shares and/or the granting of rights to acquire shares as described in agenda item 4.a. (proposal 3.a.) subject to certain conditions (voting item).
• 1. Agenda item 5: Questions, answers and any other business
• 1. Collection of voting slips
• 1. Closing

1. Opening

1. Agenda item 2 (proposal 1): Approval of the Transaction (within the meaning of Section 2:107a of the Dutch Civil Code)

Transaction background, strategic rationale and details

Rationale: Creating Europe's Largest Online Pharmacy

Rx is a Large and Attractive Market, Perfectly Suited for E-commerce...

Source: (1) Sempora, 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.

... with the E-commerce Opportunity Impacted by the Recent Regulatory Changes in Germany

In October 2016, a key regulatory ruling impacted our…

"In October 2016 the Court of Justice for the European Union (CJEU) ruled that national legislation in Germany that fixes prices of prescription, only medicines interferes with free trade within the European Union."

Source: (1) EHS Company information.

Rx in Continental Europe Presents a TAM 4x Larger Than OTC & BPC...

Rx Presents a Huge Addressable Market(1)…

2017, Continental Europe, €bn (excl. VAT)

…and German Rx Alone Doubles Our TAM Today(1)

2017, €bn (excl. VAT)

Continental Europe OTC & Pharma Related BPC Germany Rx

Pre Transaction Post Transaction

7

Rx growth is supported by long term growth in overall healthcare spending

Source: (1) Sempora. All market sizes exclude VAT. Market size for 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. Note: OTC is defined as non-prescription medication.

…With Multiple Drivers for Future Growth

Liberalization of Rx Regulation(1)

• E-commerce prescription drugs availability

*E-prescription available but E-commerce/mail-order Rx not permitted

• Governments could consider liberalizing Ecommerce for prescription drugs, enabling access to a large addressable market

Source: (1) James Dudley, selected countries shown, which are relevant for SAE, PWC and McKinsey. (2) Eurostat.

Shop Apotheke Europe N.V. Proposes to Acquire Europa Apotheek to Capitalize on this Opportunity... 9

Source: Company information.

Note: (1) Based on 1H 2017. (2) Total gross revenue (incl. vat) / number of orders as per H1 2017. (3) Average cart size of orders containing Rx products. (4) Average cart size of pure OTC orders.

…and Create the Leading Pan European Online Pharmacy

SAE + EHS: Comprehensive Offering for the Entire Family 2

SAE EHS

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

Substantial Revenue and Cost Synergies 3

Source: (1) EHS company information. (2) SAE company information.

Smooth Integration Process 4

Europa Apotheek at a Glance

Source: Company information.

Note: (1) Based on 1H 2017. (2) Total gross revenue (incl. vat) / number of orders as per H1 2017. (3) Average cart size of orders containing Rx products. (4) Average cart size of pure OTC orders.

Market Leading Position in Germany

MARKET LEADING POSITION AS ONLINE MAIL ORDER PHARMACY IN GERMANY

Source: Company information; (1) Sempora Study 2017.

Attractive Customer Profile, Growing Target Market

Source: Company information.

Notes: (1) Cart size mixed: only orders that include Rx and OTC-Gross incl. VAT. (2) 100% TV spend allocated to new and existing customers based on revenue share.

Excellent Value Proposition

Patient Care Programmes for 7 Indications

• Asthma
• COPD
• Growth Hormone Deficiency
• Hepatitis C • HIV • Multiple Sclerosis • Polypharmacy
• Therapy support by specialised experts

Increased Medication Adherence: Win – Win – Win Situation(1,4)

Value–add for:

• 1) Patients
• Improved QoL(2,3)
• 2) Health Care System
• Cost savings due to lower rates of emergency room visits, hospital stays and absences from work(3)

3) Europa Apotheek

• Stronger customer loyalty of valuable patients (medication costs per patient per year (at 100% MPR) 15.000-30.000€ for MS and 460-2.200€ for Asthma/ COPD)(4)

Source: Company information.

Successful Implementation of Bonus Model

• Increased attractiveness of online mail order for customers through competitive bonus model and attractive pricing which strengthens EAV's B2C business
• Customers can use the bonus to reduce co-payment and/or to buy extra OTC / BPC products
• Augmented by offline to online shift and E-health trend

Note: (1) ᴓ patient is non-adherent MPR < 80, ᴓ participant is adherent MPR ≥ 80% (2) Quality of Life ("QoL"). Source: (3) Facilitating Medication Adherence in Patients with Multiple Sclerosis, accessed 11.09.2017 from https://www.ncbi.nlm.nih.gov/pmc/articles/PMC3883032/. (4) Company Information.

SAE + EHS Combined Seek to Create the Largest Online Pharmacy in Europe…

#1 Player in Continental European Pharma E-commerce(1)...

• We expect to become the #1 player in Continental Europe across Rx / OTC / BPC

… With a Huge TAM(4)…

• Accessing the Rx market will expand our current TAM by c. 4X
• Benefit from the significant upside from limited Rx online penetration

... With Fastest Growth(1)

• Combined entity will benefit from a fast growth trajectory

Source: (1) EHS company information and company filings as per Dutch GAAP, includes Rx and OTC. (2) Germany only. (3) Includes only Germany revenues, excludes Germany services. (4) Sempora, see page 10 for country split classification; figures rounded. (5) 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. (6) As per IFRS.

…With an Attractive Combined Financial Profile

Source: Company information. Note: Pro Forma financials are in line with IFRS accounting standard.

This is the Unique Opportunity to Create Europe's Largest Online Pharmacy

Regulatory Risks

• We are subject to a variety of regulations in the jurisdictions in which we operate, including but not limited to consumer protection laws, regulations governing e-commerce, data protection laws, online pharmacies and competition laws, and future regulations, as well as unexpected changes in the interpretation of existing regulations, which might impose additional requirements and other obligations on as well as limitations to our business.
• If a regulatory body alleges that we have engaged in the unauthorized practice of medicine or that our business proposition violates applicable country-specific laws, we may be subject to significant liabilities and may need to restrict our pharmaceutical offering in the future.
• Our plan to expand our business into new markets in Continental Europe will expose us to a variety of different local legal, regulatory, tax and cultural standards which we might fail to address or comply with.
• Adverse judgments or settlements resulting from legal proceedings could expose us to monetary damages and limit our ability to operate our business. In particular, there is a risk that mandatory manufacturer rebates which we pay to statutory sick funds will not be reimbursed to us by pharmaceutical companies.

Legislative Risks for Rx Mail Order Sales in Germany

• Cross-border mail-order sales of prescription-only medicinal products (Rx medications) to German customers is among others, for pharmacies located in the Netherlands – allowed under specific regulatory requirements in Germany.
• On 19 October 2016, the European Court of Justice (ECJ) decided that the German provisions regulating fixed prices for Rx medications are not applicable to (mail order) pharmacies from other EU countries (case C-148/15), whereas they are still applicable for German pharmacies.
• As a reaction to this decision, the German Federal Ministry of Health (BMG) provided a draft on the prohibition of the sale by mail order of Rx medications on 17 February 2017. After not having achieved a coalition´s majority, the proposal was not further pursued in the current legislative period of the German Federal Parliament.
• On 24 September 2017, the Federal Parliament in Germany was elected. Therefore no further parliamentary action was taken during the last legislative period. Due to the principle of discontinuity the draft of the former ministry is expired.
• Alternative measures have also been discussed at parliamentary level (but neither adopted), e.g. a bonus cap for Rx medications or a system of maximum prices for Rx medications.
• There is a risk that one of these legislative actions will be started again within the current or a future legislative period. In particular the implementation of a prohibition of mail-order sales of Rx medications would have a massive material adverse effect on our business financial condition and results of operations, as we could no longer mail order Rx medications to German customers. The implementation of one of the alternative measures could also adversely affect our business.

Transaction Summary

Transaction Summary	• Acquisition of EHS Europe Health Services B.V. (EHS), a leading online mail order pharmacy in Germany focusing on prescription drugs (operating including its 100% subsidiary Europa Apotheek Venlo B.V.) • Creating Europe's largest online pharmacy with €318mn pro-forma 2016 sales through the combination of the Rx and OTC business
	• Both companies with common roots, Shop Apotheke Europe N.V. (SAE) had been carved-out of EHS in 2015, prior to its IPO in October 2016
Transaction Structure	• SAE to acquire 100% of the shares of EHS in an all-share transaction
	• The transaction will be implemented by way of a contribution in kind of EHS shares against new SAE shares
	• New SAE shares to be created via capital increase (subject to EGM approval)
Valuation	• SAE will issue 2.724 (rounded) new SAE shares for each EHS share
	• Total number of new SAE shares: 2,950,578
	• The transaction values EHS at c.€126mn based on SAE's 3-month volume weighted average price of €42.85 as of 22 September 20171)
Lock-up	• New SAE shares received by EHS shareholders will be subject to a lock-up of 180 days
Shareholders	• Core EHS shareholders2): Michael Köhler (in part through MK Beleggingsmaatschappij Venlo B.V.) (28.6%), Robert Hess (in part through Dr. Hess Verwaltungs-GmbH) (15.5%), Christoph Laubmann (9.9%) and Jan Pyttel (6.0%)
	• Significant shareholder overlap due to the company's combined group set-up prior to carve-out
Path to Completion	• Approval at EGM on 06 November 2017
	• Closing expected in November 2017
	• New SAE shares to be listed on the Frankfurt Stock Exchange after AFM's prospectus approval

Note: 1) Based on FactSet and Xetra trading. 2) Shareholdings > 5%.

Proposal 1.

It is envisaged that in total 2,950,578 new ordinary shares in the share capital of the Company each having a nominal value of EUR 0.02 (the New Shares) will be issued to the shareholders of EHS Europe Health Services B.V. (Europa Apotheek). The New Shares will be issued under the following terms and conditions:

• (a) the New Shares will be issued at par;
• (b) the New Shares will be issued to the shareholders of Europa Apotheek in proportion to the aggregate amount of shares in the share capital of Europa Apotheek held by each of the shareholders of Europa Apotheek;
• (c) the New Shares will be issued under the obligation to pay up the New Shares by way of contribution of all the shares in Europa Apotheek (the EA Shares).

Proposal 1. (continued)

The Transaction is considered to be a decision of the managing board of the Company (the Managing Board) that qualifies as an important change in the identity or character of the Company pursuant to the provisions of Section 2:107a paragraph 1 of the Dutch Civil Code, and is therefore subject to the approval of the general meeting; and more specifically subparagraph (c) of Section 2:107a paragraph 1, as the total consideration in connection with the Transaction amounts to at least one third of the value of the assets of the Company according to its consolidated balance sheet and explanatory notes set out in the Company's annual accounts for the financial year 2016.

3. Agenda item 3 (proposal 2): Issuance of new ordinary shares in the share capital of the Company in connection with the Transaction

Proposal 2.

As described in proposal 1, it is proposed to issue a total number of 2,950,578 New Shares under the following terms and conditions:

• (a) the New Shares will be issued at par;
• (b) the New Shares will be issued to the shareholders of Europa Apotheek in proportion to the aggregate amount of shares in the share capital of Europa Apotheek held by each of the shareholders of Europa Apotheek;
• (c) the New Shares will be issued under the obligation to pay up the New Shares by way of contribution of all EA Shares.

In the Company's annual general meeting held on 16 May 2017, the general meeting of the Company resolved to appoint the Managing Board for a period of five years as from the date of meeting (i.e. up to and including 15 May 2022) as the corporate body authorised to issue shares and grant rights to acquire shares, up to a maximum of 20% of the total number of issued shares of the Company outstanding on 1 January 2017 subject to the prior approval of the supervisory board of the Company (the Supervisory Board). On 1 January 2017 a total number of 9,069,878 issued shares of the Company were outstanding, and therefore the Managing Board is currently authorised to issue a maximum number of 1,813,975 (rounded down) New Shares.

Proposal 2. (continued)

On 25 September 2017, the Managing Board adopted written resolutions to approve the Transaction and to issue 1,813,975 New Shares in connection with the Transaction, which issue will become effective upon the execution of the relevant notarial deeds of transfer of EA Shares by the Dutch civil law notary (notaris) of Hogan Lovells International LLP.

It is proposed that the general meeting resolves to issue the remaining number of New Shares to be issued in connection with the Transaction, which is 1,136,603 New Shares. The issue of such 1,136,603 New Shares will also become effective upon the execution of the relevant notarial deeds of transfer of EA Shares, immediately after the issue of the 1,813,975 New Shares has come into effect.

The Supervisory Board approved the issue of the New Shares on 25 September 2017.

4. Agenda item 4.a. (proposal 3.a.): Designation of the Managing Board as the corporate body authorised to issue shares and/or grant rights to acquire shares subject to certain conditions

Proposal 3.a.

The current authorisation given pursuant to the resolution of the general meeting adopted in the Company's annual general meeting held on 16 May 2017, will no longer be in force and effect as a result of the resolution of the Managing Board dated 25 September 2017 and the subsequent issuance of the 1,813,975 New Shares, which issuance will become effective upon the execution of the relevant notarial deeds of transfer of EA Shares by the Dutch civil law notary of Hogan Lovells International LLP.

It is proposed to appoint the Managing Board for a period of five years as from the date of this meeting (i.e. up to and including 5 November 2022), or until such date on which the general meeting revokes or again extends the authorisation, if earlier, as the corporate body authorised to issue shares and grant rights to acquire shares, subject to the prior approval of the Supervisory Board, up to a maximum of 20% of the total number of issued shares outstanding immediately after the New Shares have been issued.

It is proposed that this authorisation is granted to the Managing Board with the explicit reservation that the general meeting reserves its right to resolve on any issuance of shares and grant rights to acquire shares in the share capital of the Company at any time, including during the period that the Managing Board is also authorised to do so.

1. Agenda item 4.b. (proposal 3.b.): Designation of the Managing Board as the corporate body authorised to restrict or exclude the pre-emptive rights upon the issue of shares and/or the granting of rights to acquire shares as described in proposal 3.a. subject to certain conditions

Proposal 3.b.

The current authorisation given pursuant to the resolution of the general meeting taken in the Company's annual general meeting held on 16 May 2017, will no longer be in force and effect as a result of the resolution of the Managing Board dated 25 September 2017 and the subsequent issuance of the 1,813,975 New Shares, which issuance will become effective upon the execution of the relevant notarial deeds of transfer of EA Shares by the Dutch civil law notary of Hogan Lovells International LLP.

It is proposed to appoint the Managing Board for a period of five years as from the date of this meeting (i.e. up to and including 5 November 2022), or until such date on which the general meeting revokes or again extends the authorisation, if earlier, as the corporate body authorised to restrict and exclude the pre-emptive rights accruing to shareholders in respect of the issue of shares or the granting of rights to acquire shares as described in proposal 3.a., subject to the prior approval of the Supervisory Board.

It is proposed that this authorisation is granted to the Managing Board with the explicit reservation that the general meeting reserves its right to resolve on any restriction and exclusion of pre-emptive rights accruing to shareholders in respect of the issue of such shares or the granting of rights to acquire such shares at any time, including during the period that the Managing Board is also authorised to do so.

6. Agenda item 5: Questions, answers and any other business

7. Collection of voting slips

8. Closing