Zur Rose Group AG

Quarterly Report • May 8, 2025

Quarterly Report Q1 2025

Contents

Consolidated Financial Statements	3
Consolidated Income Statement	3
Consolidated Statement of Comprehensive Income	4
Consolidated Balance Sheet	5
Consolidated Cash Flow Statement	7
Consolidated Statement of Changes in Equity	8
Notes to the Interim Consolidated Financial Statements	9
Alternative Performance Measures	14

Consolidated Financial Statements of DocMorris

Consolidated Income Statement

		1.1.–31.3.2025		1.1.–31.3.2024
	Notes	CHF 1,000	%	CHF 1,000	%
Net revenue	3	280,640	100.0	245,881	100.0
Other operating income	6	1,920		950
Cost of goods	3	− 219,114		−193,289
Personnel expenses		− 25,121		−25,412
Other operating expenses	4	− 54,477		−40,036
Earnings before interest, taxes, depreciation and amortisation (EBITDA)		− 16,152	− 5.8	−11,906	− 4.8
Depreciation, amortisation and impairment		− 11,840		−10,880
Earnings before interest and taxes (EBIT)		− 27,992	− 10.0	−22,786	− 9.3
Share of results of joint ventures and associates		− 30		−6
Finance income	2.4	7,612		18,472
Finance expenses		− 4,342		−4,309
Earnings before taxes (EBT)		− 24,752	− 8.8	−8,629	− 3.5
Income tax income /(expense)		− 476		−240
Net income / (loss)		− 25,228	− 9.0	−8,869	− 3.6
Attributable to Doc Morris AG shareholders		− 25,228		−8,869
		CHF 1		CHF 1
Basic loss per share		− 2.13		−0.75
Diluted loss per share		− 2.13		−0.75

Consolidated Statement of Comprehensive Income

		1.1.–31.3.2025	1.1.–31.3.2024
	Notes	CHF 1,000	CHF 1,000
Net income / (loss)		− 25,228	−8,869
Exchange differences on translation of foreign operations	2.4	942	6,995
Other comprehensive income to be reclassified in subsequent periods to the income statement		942	6,995
Remeasurement pensions		314	390
Income tax		− 41	−51
Other comprehensive income not to be reclassified in subsequent periods to the income statement		273	339
Other comprehensive income / (loss)		1,215	7,334
Total comprehensive income / (loss)		− 24,013	−1,535
Attributable to DocMorris AG shareholders		− 24,013	−1,535

Consolidated Balance Sheet

ASSETS	31.03.2025		31.12.2024
Notes	CHF 1,000	%	CHF 1,000	%
Cash and cash equivalents	67,071		95,371
Trade receivables 4	55,830		54,005
Accrued income and prepaid expenses	18,171		14,454
Other receivables	10,143		9,990
Inventories 4	51,069		37,076
Non-current assets held for sale 6	623		2,671
Current assets	202,907	26.4	213,567	27.4
Investments in joint ventures and associates	1,769		1,752
Property, plant and equipment	24,287		25,287
Right-of-use assets	24,816		25,314
Intangible assets 5	498,190		494,556
Non-current financial assets	11,785		11,636
Deferred tax assets	5,801		6,022
Non-current assets	566,648	73.6	564,567	72.6
Total assets	769,555	100.0	778,134	100.0

Consolidated Balance Sheet

LIABILITIES AND EQUITY		31.03.2025		31.12.2024
	Notes	CHF 1,000	%	CHF 1,000	%
Current lease liabilities		4,360		4,259
Other current financial liabilities	7	3,237		3,237
Trade payables	4	66,171		59,409
Other payables		11,538		14,100
Tax liabilities		330		166
Accrued expenses	4	38,945		28,292
Short-term provisions		7,206		7,015
Short-term liabilities		131,787	17.1	116,478	15.0
Non-current bonds	7	286,587		285,816
Non-current lease liabilities		21,758		22,133
Other non-current financial liabilities	7	7,427		7,836
Pension obligations		404		685
Long-term provisions		515		511
Deferred tax liabilities		4,500		4,561
Long-term liabilities		321,191	41.7	321,542	41.3
Total liabilities		452,978	58.9	438,020	56.3
Share capital		445,053		445,053
Capital reserves		658,717		658,902
Treasury shares		− 90,558		−90,558
Retained earnings		− 621,225		−596,931
Exchange differences		− 75,410		−76,352
Equity attributable to DocMorris AG shareholders		316,577	41.1	340,114	43.7
Total equity		316,577	41.1	340,114	43.7
Total liabilities and equity		769,555	100.0	778,134	100.0

Consolidated Cash Flow Statement

	1.1.–31.3.2025	1.1.–31.3.2024
Notes	CHF 1,000	CHF 1,000
Net income / (loss)	− 25,228	−8,869
Depreciation, amortisation and impairment	11,840	10,880
Finance expenses (net)	− 3,302	−14,286
Share of results of joint ventures and associates	30	6
Income tax income /(expense)	476	240
Non-cash income and expenses	− 888	741
Income tax received/paid	81	−1,728
Interest paid	− 2,835	−2,131
Interest received	121	603
Change in trade receivables, other receivables and prepaid expenses	− 4,737	3,066
Change in inventories	− 13,314	3,124
Change in trade payables, other liabilities and accrued expenses	12,842	20,973
Change in provisions	174	−435
Cash flow from operating activities	− 24,740	12,184
Purchase of property, plant and equipment	− 712	−267
Disposal of property, plant and equipment 6	3,688	0
Acquisition of intangible assets	− 5,879	−5,924
Investments in non-current financial assets	− 169	−279
Repayment of financial assets	0	50,007
Dividends received	354	0
Cash flow from investing activities	− 2,718	43,537
Repayment of financial liabilities	− 1,515	−1,643
Cash flow from financing activities	− 1,515	−1,643
Increase / (decrease) in cash and cash equivalents	− 28,973	54,078
Cash and cash equivalents at the beginning of the year	95,371	54,028
Foreign currency differences	673	1,772
Cash and cash equivalents at the end of the period	67,071	109,878

Consolidated Statement of Changes in Equity

	Share capital	Capital reserves	Treasury shares	Retained earnings	Exchange difference	Attribu table to DocMorris AG share holders	Total equity
	CHF 1,000	CHF 1,000	CHF 1,000	CHF 1,000	CHF 1,000	CHF 1,000	CHF 1,000
1 January 2024	411,019	659,253	− 58,638	− 501,778	− 79,324	430,532	430,532
Net income /(loss)				−8,869		−8,869	−8,869
Other compre hensive income				339	6,995	7,334	7,334
Total comprehensive income /(loss)				−8,530	6,995	−1,535	−1,535
Share-based payments				732		732	732
Conversion of convertible bonds			21	13		34	34
Allocation of treasury shares for share-based payments			982	−924		58	58
31 March 2024	411,019	659,253	− 57,635	− 510,487	− 72,329	429,821	429,821
1 January 2025	445,053	658,902	− 90,558	− 596,931	− 76,352	340,114	340,114
Net income /(loss)				−25,228		−25,228	−25,228
Other compre hensive income				273	942	1,215	1,215
Total comprehensive income /(loss)				−24,955	942	−24,013	−24,013
Share-based payments				661		661	661
Transaction costs of planned capital
increase		−185				−185	−185
31 March 2025	445,053	658,717	− 90,558	− 621,225	− 75,410	316,577	316,577

Notes to the Interim Consolidated Financial Statements

1 Operating activities

DocMorris operates several e-commerce pharmacies for medical and pharmaceutical products. In addition, it offers services in the field of professional health care. Sales are made to mail-order pharmacies and directly to private individuals.

DocMorris AG (the "Company"), a stock corporation under Swiss law based at Walzmühlestrasse 49, 8500 Frauenfeld (Switzerland), is the parent of DocMorris (the "Group"). The Company was established on 6 April 1993. The registered office of Group Management and the headquarters of business activities are based at Walzmühlestrasse 49, 8500 Frauenfeld (Switzerland).

The interim consolidated financial statements cover the period from 1 January to 31 March 2025 (hereinafter the "reporting period") and were approved by the Board of Directors on 30 April 2025.

DocMorris AG is listed and the shares are traded on SIX Swiss Exchange under the International Reporting Standard (ISIN: CH0042615283).

The amounts listed in the interim consolidated financial statements are rounded. If the calculations are performed with a higher numerical accuracy, small rounding differences can occur.

2 Accounting policies

2.1 Basis of preparation

The unaudited interim consolidated financial statements for the first quarter 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting.

Since the interim consolidated financial statements do not include all disclosures as contained in the consolidated financial statements, they should be read in conjunction with the consolidated financial statements as at 31 December 2024. Changes in or new accounting policies from those for the consolidated financial statements for 2024 are shown in Note 2.2.

DocMorris has sufficient funds to maintain its operating business for the next 12 months from the date of publication of the interim consolidated financial statements for the first quarter 2025. To fund the organic growth including all planned business initiatives and to secure a potential refinancing of existing liabilities in 2026, external financing is required. The Board of Directors and the Group Executive Board have initiated and will further execute the necessary steps to secure the financing. Given the position of DocMorris in the fast growing online pharmacy market, the successful fundraisings to date, the current trading and the broad portfolio of available financing instruments, the Board of Directors and the Group Executive Board are convinced of the ability to finance. As a response, DocMorris announced a capital increase of around CHF 200 million that is fully underwritten by a banking consortium on 10 April 2025. The capital increase is subject to shareholder approval on the forthcoming Annual General Meeting (AGM) on 8 May 2025 and the agreement on the final terms of the capital increase. The execution of the capital increase is expected shortly after the AGM.

2.2 New standards, interpretations and changes for the Group

The accounting policies for the interim consolidated financial statements are consistent with those applied in the preparation of the consolidated financial statements for the financial year ending on 31 December 2024. The changes to existing standards and interpretations to be applied for the first time from 1 January 2025 have no material impact on the net assets, financial position or results of operations of the Group as well as the disclosures in these interim consolidated financial statements.

The Group has not early adopted any other published standards, interpretations or changes that have yet to come into force.

2.3 Estimates and assumptions

In preparing these interim consolidated financial statements management has made judgements in applying accounting policies as well as estimates and assumptions regarding the future. These may have an effect on the carrying amounts of the reported assets and liabilities and result in adjustments in future reporting periods. Such estimates and assumptions are based on experience and other factors considered to be reasonable in the circumstances. By their very nature, estimates will mostly differ from actual outcomes.

Influences on operations

The operating business of the Group is subject to only marginal seasonal variation.

Income tax

Current income tax is based on an estimate of the expected income tax rate for the full year 2025.

2.4 Principal exchange rates

The following exchange rates were used:

		1.1.–31.3.2025		1.1.–31.3.2024	31.12.2024
Currency	End of period	Average rate of period	End of period	Average rate of period	End of period
EUR	0.9542	0.9456	0.9720	0.9491	0.9400

Due to exchange rate developments in the first quarter of 2025, the earnings before taxes were positively impacted by CHF 7.2 million (previous year: CHF 18.1 million) and exchange rate gains of CHF 0.9 million (previous year: CHF 7.0 million) on translation of foreign operations were recognised in other comprehensive income.

3 Operating segments

DocMorris manages its activities by geographical regions and reports its operations in the Germany and Europe segments. The heads of the segments are members of the Group Executive Board. The Group Executive Board is the highest operational management body that measures the success of the operating segments and allocates resources. The profitability of the segments is determined at the level of EBITDA adjusted which represents the development of the operating result adjusted for special items, i.e. effects that are special in their nature and magnitude for the management of the Group. This includes, in particular, expenses and income related to acquisitions, restructuring, integration and legal cases. For the calculation, EBITDA is increased or decreased by such expenses and income from special effects. Assets and liabilities are not allocated to the operating segments in the management reports. Costs of group-wide functions of DocMorris AG (Corporate) such as strategic management, technology development and financing are allocated to the segments corresponding to their relative size to the Group (in terms of net revenue with external customers).

The following tables show the operating segments of the Group for the first three months as at 31 March 2025 and the previous year as at 31 March 2024.

1.1. – 31.3.2025	Germany	Europe	Group
	CHF 1,000	CHF 1,000	CHF 1,000
Income statement
Net revenue with external customers	264,197	16,443	280,640
Cost of goods	−207,483	−11,631	− 219,114
EBITDA adjusted	−15,598	−508	− 16,106
Adjustments 1)			− 46
Earnings before interest, taxes, depreciation and amortisation (EBITDA)			− 16,152
Depreciation, amortisation
and impairment			− 11,840
Earnings before interest and taxes (EBIT)			− 27,992
Share of results of joint ventures and associates			− 30
Finance result, net			3,270
Earnings before taxes (EBT)			− 24,752

1) Includes expenses and income related to restructuring and integration of CHF 1,118 thousand and other exceptional items of CHF –1,164 thousand

1.1. – 31.03.2024	Germany	Europe	Group
	CHF 1,000	CHF 1,000	CHF 1,000
Income statement
Net revenue with external customers	230,551	15,330	245,881
Cost of goods	−182,532	−10,757	− 193,289
EBITDA adjusted	−10,639	−437	− 11,076
Adjustments 1)			− 830
Earnings before interest, taxes, depreciation and amortisation (EBITDA)			− 11,906
Depreciation, amortisation and impairment			− 10,880
Earnings before interest and taxes (EBIT)			− 22,786
Share of results of joint ventures and associates			− 6
Finance result, net			14,163
Earnings before taxes (EBT)			− 8,629

1) Includes expenses and income related to acquisitions and disposals of CHF – 259 thousand, restructuring and integration of CHF – 539 thousand and other exceptional items of CHF – 32 thousand

The Germany segment consists of the B2C business unit, which is further divided into Rx and Non-Rx business.

The Europe segment contains the Marketplace business, through which pharmacy-type products in health, cosmetics and personal care are traded.

The breakdown of net revenue with external customers by segment is shown in the following tables.

Net revenue		1.1.–31.3.2025	1.1.–31.3.2024
Segment	Type of goods or service	CHF 1,000	CHF 1,000
	Rx	51,798	34,620
	Non-Rx	212,399	195,931
Germany	Retail Business (B2C)	264,197	230,551
Europe	Marketplace	16,443	15,330
	Total net revenue with external customers	280,640	245,881

4 Net working capital, EBITDA and cash flow from operating activities

Starting from a relatively low level at the beginning of the year, inventories increased significantly in the first quarter to ensure delivery capability considering the sales growth. These developments also resulted in higher trade receivables, trade payables and accrued expenses as of 31 March 2025. In addition, marketing initiatives (particularly the launch of the new TV campaign in March 2025), which are primarily to be viewed as upfront expenses to drive future sales growth, had a negative impact on EBITDA in the first quarter. The combination of this EBITDA impact and the increase in net working capital adversely affected cash flow from operating activities during the reporting period.

5 Goodwill reconciliation

Goodwill changed from CHF 364.8 million as at 31 December 2024 to CHF 370.3 million as at 31 March 2025 due to foreign currency effects (CHF 5.5 million).

6 Non-current assets held for sale

On 12 March 2025, the Group sold the administration and logistics building, including the land, due to the closure of the Zur Rose Pharma logistics site in Halle (Germany). The sales price was CHF 3.5 million (excluding VAT) and resulted in a gain on disposal of CHF 1.4 million recognised within other operating income.

The sales process for the building and land in Steckborn (Switzerland) was initiated in the fourth quarter of 2024. The building and land is used by the local pharmacy of the former Swiss business, among others, but was not sold to Medbase AG. In the consolidated balance sheet as of 31 March 2025, the building and the land are reported as non-current assets held for sale (book value as of 31 March 2025: CHF 0.6 million). No depreciation has been made on the building since the end of October 2024. The sale is expected in the second quarter of 2025.

7 Financial instruments

Other financial liabilities

Due to obligations and rights arising from multi-year technology agreements, CHF 10.7 million (31 December 2024: CHF 11.1 million) is reported in other financial liabilities, of which CHF 3.2 million is current (31 December 2024: CHF 3.2 million) and CHF 9.1 million (31 December 2024: CHF 9.8 million) is intangible assets.

Convertible Bonds

The fair value (Level 1) of the listed convertible bonds amounted to CHF 250.6 million as at 31 March 2025 (31 December 2024: CHF 215.6 million) and the carrying amount (liability component) as at 31 March 2025 was CHF 286.6 million (31 December 2024: CHF 285.8 million).

8 Events after the end of the reporting period

On 10 April 2025, DocMorris announced a capital increase of around CHF 200 million that is fully underwritten by a banking consortium. The capital increase is subject to shareholder approval on the forthcoming Annual General Meeting (AGM) on 8 May 2025 and the agreement on the final terms of the capital increase. The execution of the capital increase is expected shortly after the AGM.

Alternative Performance Measures of DocMorris

The financial statements of DocMorris are prepared in accordance with IFRS Accounting Standards. In addition to the disclosures required by the IFRS, DocMorris publishes alternative performance measures (APM), which are not subject to the IFRS provisions and for which there is no generally accepted reporting standard. DocMorris calculates APM in order to enable comparability of the performance measures over time. The APM result in particular from different methods of calculation and evaluation and provide useful information about the financial and operational performance of the Group. Doc-Morris calculates the following APM:

• External revenue
• Growth in local currency
• Gross margin in percent of net revenue
• EBIT
• EBITDA
• EBITDA adjusted
• EBITDA margin
• Net financial debt

External revenue is defined as the consolidated revenue of DocMorris plus the mail order revenue of pharmacies supplied by DocMorris less the consolidated revenue for their supply.

Growth in local currency shows the percentage change of a performance measure compared with the previous year without the impact of exchange rate effects (conversion is at the previous year's rate).

The gross margin in per cent of net revenue corresponds to the division of consolidated revenue less cost of goods by consolidated revenue.

EBIT (Earnings Before Interest and Taxes) stands for earnings before interest and taxes and is used to report the operative earnings without the impact of internationally non-uniform taxation systems and different financing activities.

EBIT statement of derivation

Earnings before income taxes

• +/ Share of results of joint ventures and associates
• +/ Financial result, net (financial income, financial expenses)
• = EBIT

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation) stands for earnings before interest, taxes, depreciation and amortisation, impairment and reversal of impairment. EBITDA is calculated on the basis of EBIT plus the depreciation and amortisation as well as impairment recognised in the income statement less reversal of impairment of intangible assets and property, plant and equipment.

EBITDA statement of derivation

EBIT

• +/– Depreciation and amortisation/impairment/reversal of impairment of property, plant and equipment and intangible assets
• = EBITDA

The EBITDA adjusted shows the development of the operating result irrespective of the influence of special items, i. e. special effects in terms of their nature and magnitude for the management of DocMorris. These may include expenses and income related to acquisition and disposals, restructuring, integration and litigation. In the calculation, the EBITDA is increased by special expenses and reduced by special income.

The EBITDA margin is calculated by dividing EBITDA by consolidated revenue.

The net financial debt is a performance indicator designed to measure the liquidity, capital structure and financial flexibility of DocMorris. This indicator is calculated as follows:

Net financial debt statement of derivation

Public bond

• • Liabilities to financial institutions
• • Lease liabilities
• • Other financial liabilities
• = Financial debt
• Cash and cash equivalents
• Current financial assets 1)
• = Net financial debt
• 1) These include current assets and receivables due from banks and other companies with a term of >3 months and <12 months and financial assets held for sale, which are initially recognised as current.

EBITDA adjusted

(condensed)

March 2025	IFRS	Acquisitions, Disposals	Restructuring, Integration	Other 1)	adjusted
Net revenue	280,640	–	–	–	280,640
Operating income	1,920		−1,437	–	483
Operating expense	−298,712	–	319	1,164	−297,229
EBITDA	− 16,152	–	–	–	− 16,106

1) Including influence of other exceptional items, i.e. special effects in terms of their nature and magnitude for the management of DocMorris.

March 2024	IFRS	Acquisitions, Disposals	Restructuring, Integration	Other 1)	adjusted
Net revenue	245,881	–	–	–	245,881
Operating income	950	–	–	–	950
Operating expense	−258,737	259	539	32	−257,907
EBITDA	− 11,906	–	–	–	− 11,076

1) Including influence of other exceptional items, i.e. special effects in terms of their nature and magnitude for the management of DocMorris.