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Redcare Pharmacy N.V.

Investor Presentation Nov 22, 2016

6219_ip_2016-11-22_9fe98a3a-d357-47f5-96d6-c6e38061d448.pdf

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INTERIM STATEMENT 9 MONTHS 2016 Dr. Ulrich Wandel, CFO

23 NOVEMBER 2016

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 TODAY.

  • Highlights
  • Financial Performance
  • Outlook

• Q+A

HIGHLIGHTS.

5

CREATING THE #1 OTC ONLINE PHARMACY IN CONTINENTAL EUROPE.

Source: SHOP APOTHEKE EUROPE.

Note: 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. #1 OTC position in terms of revenue .

LOW ONLINE PENETRATION LEAVES ENORMOUS ROOM FOR STRONG GROWTH.

Source: SHOP APOTHEKE EUROPE, Sempora Research, Euromonitor. Note: 1) Online penetration calculated by dividing the Internet retailing market size across Continental Europe by the total market size for each vertical. 2) Excludes Germany and the UK and certain small EU countries; countries included are: France, Italy, Spain, Poland, Romania, Netherlands, Belgium, Portugal, Czech Republic, Hungary, Sweden, Bulgaria, Denmark, Slovakia, Norway, Austria.

SHOP APOTHEKE: A SUCCESSFUL EUROPEAN GROWTH STORY.

Highlights as of 30/09/2016: Strong growth in all key countries

7

STRONG INTERNATIONAL SALES GROWTH.

  • Q3 2016 group sales increased by more than 42 % compared to Q3 2015 and is in line with 2016 target.
  • FARMALINE is consolidated as of 14 September, accelerating group sales growth from Q4 on.

  • International sales to Austria and France more than tripled compared to Q3 2015.

  • Acquisition of FARMALINE has added the Italian and Spanish markets.

THE INSPIRATO INDUSTRY AWARD 2016.

  • Germany's best online pharmacy 2016.
  • Ranked #1 by decision makers of the pharmaceutical industry.
  • 13 criteria were evaluated such as service orientation, general capabilities, innovative capacity and positioning.

OTC ONLINE LEADERSHIP DEMONSTRATED BY STRONG GROWTH OF SITE VISITS.

Web Traffic (in m)

  • In Q3 2016 1.2 million more site visits than in Q2 2016.
  • Web traffic confirms strong growth.
  • Mobile share keeps growing.

ACTIVE CUSTOMER BASE IS STEADILY GROWING.

• Existing customer base has increased by +37 % YoY.

Source: SHOP APOTHEKE EUROPE.

*We define active customers as unique customers who are active in 12 months preceeding a given period of time, excluding Farmaline customer base.

NUMBER OF ORDERS HAS INCREASED RAPIDLY IN LINE WITH TARGET GROWTH.

  • Orders increased by 42 % in Q3 2016 vs. Q3 2015 with basket size > € 51 and return rates close to zero.
  • Q4 2016 expected to show further growth through FARMALINE.
  • 73 % repeat orders set base for future marketing efficiency gains. Repeat orders stable due to strong international expansion

FARMALINE ACQUISITION SPEEDS UP OUR EUROPEAN ROLLOUT.

  • On 14 September, operations were fully transferred to Venlo
  • Access to enlarged local supplier base
  • Italy and Spain are newly addressed markets, speeding up international expansion
  • Multilingual (6 languages) service center in Tongeren/Belgium
  • Entrepreneurial founders own relevant share in SHOP APOTHEKE and are fully committed to boost international sales growth
  • SHOP APOTHEKE corporate identity red bubbles are key element of our FARMALINE brand
  • Full financial consolidation in Q4 2016 2015

FINANCIAL PERFORMANCE.

CONSOLIDATED KEY FINANCIALS SHOP APOTHEKE EUROPE.

  • Group sales increase in line with 2016 target.
  • FARMALINE will add growth to group sales in Q4 2016.

  • Further positive margin development in Germany.

  • FARMALINE to increase international margins in Q4 2016

REVENUES GROWING IN ALL SEGMENTS.

2016 profitable growth in core market Germany continues

  • Q3 sales have grown by 27 % compared to Q3 2015.
  • High share of repeat orders.

International sales more than tripled

  • Driven by sales growth in Austria and France.
  • FARMALINE acquisition speeds up European roll-out.
  • Germany Services is on target with increased gross sales before eliminations.

GERMAN CORE BUSINESS HAS IMPROVED BOTH IN GROSS PROFIT AND GROSS MARGIN.

  • German gross margin has increased from 20.0 % 9M 2015 to 20.5 % 9M 2016.
  • International gross profit rose due to strong growth in Austria and France.
  • Germany Services is on target.

CORE SEGMENT GERMANY LEADS PATH TO PROFITABILITY.

Adjusted segment EBITDA in € m

  • Segment EBITDA in Germany boosted from € 0.5m in 9M 2015 to € 3.0m in 9M 2016.
  • International Segment EBITDA reflects investment in sales growth to gain leadership in all relevant European markets.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – CASH FLOW.

Development of cash (in € m)

  • Capital increase in June is reflected in financing.
  • Investing activities include cash component for the acquisition of FARMALINE.

Important events after 30 September 2016 related to IPO:

  • Cash Position has increased by net IPO proceeds of € 95m
  • The shareholder loan was repaid as planned in October 2016

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – NET WORKING CAPITAL.

Working capital (in € m, in % of revenue)

* Net Working Capital will increase substantially in Q4 due to build-up of international inventory and seasonal effects at year-end.

* Includes FARMALINE acquisition

CAPEX (in € m)

SUCCESSFUL IPO AT FSE ON 13 OCTOBER 2016.

  • IPO net proceeds of € 95m.
  • Share price above allocation price since listing.
  • Greenshoe option exercised two weeks after listing.
Type of Shares: Bearer shares
Stock Exchange: Frankfurt Stock Exchange
Market Segment: Regulated Market (Prime Standard)
ISIN: NL0012044747
Number of shares outstanding: 9,069,878
Issue
Price:

28.00
Placement Volume:
115m including
Greenshoe
Free Float c. 45 % (as
of
15 November 2016)

OUTLOOK.

• Positive development of sales and KPI´s expected to continue throughout 2016.

  • From Q4 onwards revenues on group level will also include FARMALINE business through consolidation.
  • We aim at an increased gross margin on a group level in 2016 compared to 2015.
  • Investment with focus on IT infrastructure, capacity expansion and high-rack storage installation has already started after the IPO.
  • Shareholder loan repaid as planned after IPO.

Medium-/long-term:

  • Growth in Germany is expected to be primarily driven by further increase of repeat orders followed by continued new customer acquisition medium term.
  • International growth is driven by increased market penetration in Austria, France, Belgium as well as new markets Italy and Spain.

LOOKING FORWARD…

Q+A.

APPENDIX.

HIGHLY EXPERIENCED MANAGEMENT TEAM.

MICHAEL KÖHLER CEO & Major Shareholder Strategy, M&A, Purchasing, HR, Regulatory

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

STEPHAN WEBER CMO, Deputy CEO & Co-founder Business Development, Marketing & Sales

  • 15 years of pharmaceutical & online experience

  • Has led the business since 2001
  • 20 years life sciences work experience (incl. Fresenius, Hoechst)

DR. ULRICH WANDEL

CFO Finance

  • 15 years work experience in leading mail-order pharmacies (incl. DocMorris)

THERESA HOLLER

Operations & Customer Services

Chief Pharmacist,

COO

MARC FISCHER CTO & Co-founder IT, Technology and Products

• > 20 years work experience in IT (incl. Credit Suisse, Bechtle)

SHOP APOTHEKE IS BUILDING THE FIRST EUROPEAN OTC ONLINE PHARMACY BRAND.

Huge Addressable Market – Continental Europe2) (2015, € bn)

Highly Fragmented Market – No Upcoming Competitor From Consolidation Play

INTACT LONG-TERM GROWTH PERSPECTIVES WITH MULTIPLE DRIVERS FOR HEALTH CARE.

SEGMENT FINANCIALS 9M 2016. 29

30/09/2016 GERMANY INTERNATIONAL GERMANY
SERVICES
ELIMINATIONS CONSOLIDATED

'000

'000

'000

'000

'000
Revenue
Cost
of
sales
105,132
-83,542
18,396
-15,250
2,986
-342
-1,826
0
124,688
-99,134
Gross
Profit
% of
revenue
21,590
20.5
%
3,146
17.1 %
2,644
88.6
%
-1,826 25,554
20.5
%
Other income
Selling
& Distribution
Adjusted
S&D*
1,346
-19,984
-19,961
232
-6,843
-6,625
21
-1,936
-1,936
0
1,826
1,826
1,599
-26,937
-26,697
Segment
EBITDA
Adjusted
Segment EBITDA
2,952
2,975
-3,465
-3,247
729
729
216
456
Administrative expense
Adjusted
AE**
-5,054
-4,788
EBITDA
Adjusted
EBITDA
-4,838
-4,333
Depreciation -2,283
EBIT
Adjusted
EBIT
-7,121
-6,615
Finance
income
Finance
expense
Net finance
cost
1
-1,912
-1,912
Result
before
tax
Adjusted
Result
before
tax
-9,033
-8,527

* Adjusted S&D excludes one-off Farmaline integration cost

Source: SHOP APOTHEKE EUROPE.

** Adjusted AE excludes one-off costs related to the IPO

INCOME STATEMENT. 30

PERIOD ENDED
30 SEP 16
PERIOD ENDED
30 SEP 15

'000

'000
Revenue 124,688 91,043
Costs
of
sales
-99,134 -71,873
Gross
profit
25,554 19,170
Other income
Selling
and
Distribution
Administrative Expense
1,599
-28,877
-5,397
758
-21,053
-4,413
Result
from
operations
-7,121 -5,539
Finance
income
Finance
expense
Net finance
cost
1
-1,912
-1,912
591
-1,688
-1,097
Result
before
tax
-9,033 -6,636
Income tax
expenses
4 -37
Result
for
the
year
-9,029 -6,673

BALANCE SHEET. 31

ASSETS 30 SEP 16 30 SEP 15

'000

'000
Non-current
assets
Property, plant and
equipment
Intangible
assets
2,370
21,815
2,256
13,233
24,185 15,489
Current
assets
Inventories 15,452 6,151
Pre-ordered
stock
3,414 4,554
Trade an other
receivables
7,440 4,020
Other current
assets
2,692 2,476
Cash and
cash equivalents
6,271 7,446
35,269 24,647
Total Assets 59,454 40,135
EQUITY AND LIABILITIES 30 SEP 16 30 SEP 15

'000

'000
Capital and
reserves
Business Equity 6,492
Equity 8,054
8,054 6,492
Non-current
liabilities
Loan
from
related
parties
(shareholders)
20,071 18,669
Deferred
tax
liability
2,560 2,572
Other liabilities 3,000
25,631 21,241
Current
liabilities
Trade and
other
payables
16,096 7,190
Amounts
due to
related
parties
2,030
Other liabilities 7,643 5,212
25,769 12,402
Total Equity and
Liabilities
59,454 40,135

Source: SHOP APOTHEKE EUROPE.

CASH FLOW STATEMENT. 32

CASH FLOW FROM OPERATING ACTIVITIES 30. SEP 16 30. SEP 15
Operating result -7,121 -5,539

Depreciation
and
amortisation
of
non-current
assets

Movements in working capital:
2,283 1,525
-
(Increase)/decrease in trade and other receivables
-3,694 -1,565
-
(Increase)/decrease in inventory
-
(Increase)/decrease in pre-ordered stock
-5,040
2,239
-1,559
978
-
Increase/(decrease) in provisions
-1 -78
-
Increase/(decrease) in trade and other payables
-
Increase/(decrease) in amounts due to related parties
10,479
-1,173
190
0
Working capital
movement
2,810 -2,034
Cash generated
from
operations
-2,028 -6,047
Interest received 1 0
Net cash (used
in)/generated
by
operating
activities
-2,027 -6,047
CASH FLOW FROM INVESTING ACTIVITIES
Investment for
property, plant and
equipment
-526 -966
Investment for intangible assets -2,231 -1,893
Investment for acquisitions -1,650 0
Net cash (used
in)/generated
by
investing activities
-4,407 -2,859
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid -833 -695
Net additional financing from related parties 16,750
Capital increase 10,008
Net cash (used
in)/generated
by
financing
activities
9,175 16,055
Net increase/(decrease) in cash and
cash equivalents
2,741 7,148
Cash and
cash equivalents
at the
beginning
of
the
year
3,529 297
Cash and
cash equivalents
at the
end of
the
year
6,271 7,446

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: [email protected]

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