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Redcare Pharmacy N.V.

Earnings Release Aug 13, 2018

6219_ip_2018-08-13_cdcf0027-3c5e-4c2a-9c65-570276404b88.pdf

Earnings Release

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STRATEGICALLY POSITIONED FOR GROWTH.

INTERIM FINANCIAL STATEMENTS FIRST HALF-YEAR 2018 SHOP APOTHEKE EUROPE N.V.

14 AUGUST 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.

  • Milestones in 1st HY 2018
  • Financial Performance
  • Outlook 2018
  • Q+A

MILESTONES IN THE FIRST HALF-YEAR 2018.

  • Strong sales growth of + 103% to more than EUR 257m. SHOP APOTHEKE EUROPE is again the fastest growing online pharmacy in Europe.
  • Segment EBITDA in 1st HY 2018 increased by +1.1% to + 0.25% from – 0.84% of sales in 1st HY 2017. Integration of Europa Apotheek is on track with marketing synergies planned from 2019 on.
  • Successfull roll-out of the RedPoints loyalty program, average cart size increased to EUR 75. Best German online pharmacy award.
  • Stock Options plan installed as long-term value growth incentive for board members and senior management.
  • Successful placement of EUR 75m convertible bond on April 12, subsequent acquisition of nu3.com, Berlin, on July 12 in order to both complement our product range with functional foods and accelerate international growth.

HIGHLIGHTS.

6

CONTINUED STRONG GROWTH IN FIRST HALF-YEAR 2018.

Group Revenues in EUR m GROUP REVENUES INCREASED BY 103% to EUR 257m

  • Sales in Germany increased by 120% YoY to EUR 202m.
  • International sales increased by 60% YoY to EUR 55m.

GROUP SEGMENT EBITDA improved by +1.1 percentage points to +0.25% (from –0.84% in 1st HY 2017) despite strong international growth, integration of Europa Apotheek and negative consolidation effects in other income compared to 1 st HY 2017.

SHOP APOTHEKE EUROPE GROUP HAS MORE THAN 3 MILLION ACTIVE CUSTOMERS.

Stephan Weber, Chief Marketing Officer and Deputy CEO

• RedPoints loyalty program successfully rolled out to Germany, Austria, France and soon Spain and Italy to increase repeat purchases and basket size.

7

  • In July 2018, Shop Apotheke passed 3 million active customers who ordered in the last 12 months, i.e. doubled the number of active customers within two years.
  • Continued focus on maximizing customer lifetime value.

"We're excited to have passed 3 million customers – that is another milestone in our European success story."

8

FURTHER PROGRESS IN AUTOMATING OPERATIONS.

"Continuous improvement of our operations to best serve our European customers out of Venlo is a matter of the heart to us."

CREATING EUROPE'S LARGEST ONLINE PHARMACY: STRONG POSITION TO FINANCE GROWTH AND M&A.

9

WE SEE RX AS A HUGE EUROPEAN MARKET OPPORTUNITY. A BAN WOULD CONFLICT WITH GERMAN AND EUROPEAN LAW.

Source: (1) Sempora 2017, 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.

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

Step 1: Penetrating all relevant OTC markets. Step 2: Adding online Rx once markets are liberalized.

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)

…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 E-commerce 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.

STRONG SHARE PERFORMANCE SINCE IPO ON 13 OCTOBER 2016 FOUNDERS HOLD C. 25% OF THE SHARES.

SHOP APOTHEKE AG vs. MSCI + SDAX 13.10.2016 – 31.07.2018

Issuer SHOP APOTHEKE EUROPE N.V.
Share Category Bearer
Shares
Stock Exchange Frankfurt Stock Exchange
Listing Regulated
Market (Prime Standard)
1
st
day
of
trading
13 October
2016
Issue
Price
EUR 28.00
# of
shares
12,074,926 (as
of
20 July
2018)
Share Capital EUR 241,498.52
ISIN NL0012044747

INREASED ATTRACTIVENESS FOR SHAREHOLDERS: INCLUSION IN THE MSCI SMALL CAP GERMANY INDEX

MSCI World Index 13.10.2016 – 31.07.2018

  • The SHOP APOTHEKE EUROPE N.V. share has been included into the MSCI Small Cap Germany Index since 31 May 2018, which attracts international interest and has increased liquidity in the share.
  • At the same time, research coverage has been expanded to 5 Research Reports: Berenberg, Citibank, Commerzbank,

ACQUISITION OF nu3.com SUCCESSFULLY CLOSED ON 12 JULY 2018.

"nu3's business ideally complements our offering for the target group of health-conscious customers and provides us with the opportunity to grow even faster and with sustainable profitability, both in Germany and especially in our young markets such as France."

Michael Köhler, CEO of SHOP APOTHEKE EUROPE.

nu3 Youtube Spot: https://vimeo.com/149417321

nu3.com SHALL ACCELERATE SHOP APOTHEKE'S INTERNATIONAL MARKET PENETRATION

  • EUR 30m sales in 2017, thereof EUR 20m in international markets.
  • European market size is EUR 15bn, expanding Shop Apotheke's TAM to c. EUR 180bn (Rx, OTC, BPC, functional food).
  • nu3 has built a strong functional food brand that Shop Apotheke can leverage with its customer base.

FOUNDERS OF nu3.com ARE NOW SHAREHOLDERS IN SHOP APOTHEKE EUROPE N.V.

  • Acqusition of nu3 was successfully closed on July 12, 2018.
  • 54,470 new shares were issued and listed on July 20, 2018 at the Frankfurt Stock Exchange.
  • Additional cash-component paid with proceeds from convertible bond.

18 FOCUS ON MARKETING SYNERGIES IN 2018 AND FAST INTEGRATION TO GENERATE PROFIT IN 2019.

Expand customer base and generate marketing synergies between SHOP APOTHEKE and nu3 in 2018.

Transfer external operations to Venlo in Q1 2019 to reduce operations and shipping costs per parcel.

Leverage nu3 with SHOP APOTHEKE'S IT infrastructure and webshop platforms.

FINANCIAL PERFORMANCE.

SHOP APOTHEKE EUROPE KEY FINANCIALS 1st HY 2018.

  • Continued strong sales growth increased market share.
  • SHOP APOTHEKE EUROPE is on sales target for FY 2018.

  • Gross Profit growth is lower due to higher share of Rx revenues.

  • Higher share of wholesale supplies due to temporary industry shortages impacted 1st HY 2018. Strong outlook for 2nd HY 2018.

EUR +0.6M TOTAL GROUP SEGMENT EBITDA CONFIRMS STRONG IMPROVEMENT.

  • German Segment EBITDA has increased to EUR 3.2m in 1st HY 2018 from EUR 2.6m in 1 st HY 2017 despite consolidation effects eliminating most other income.
  • International Segment EBITDA improved from EUR 3.7m in 1st HY 2017 to EUR 2.5m in 1 st HY 2018 despite the strong sales growth from EUR 34m in 1st HY 2017 to EUR 55m in 1st HY 2018.

SITE VISITS ARE IN LINE WITH SALES GROWTH.

Web traffic (in m)

REDPOINTS INCREASES CUSTOMER LOYALTY.

Number of Active Customers (in m)*

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

SHOP APOTHEKE has passed 3m active customers in July 2018.

ATTRACTIVE BASKET SIZE SUPPORTS PROFITABILITY.

2.500 Number of Orders in '000

  • 100% • Focus on contribution per order plus the integration of the Europa Apotheek business.
  • 80% • Repeat orders are at 81%.
  • 60% • The roll-out of the RedPoints loyalty program has increased our basket size to EUR 75.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – CASH POSITION.

Development of cash and short-term securities in EUR million

  • Total cash position, including short term-securities, increased by EUR 64.1 million compared to year-end.
  • The increase was mainly driven by the issuance of convertible bonds in the amount of (net) EUR 73.5 million.
  • Investments in property, plant and equipment as well as in intangible assets led to an outflow of EUR – 7.6 million.
  • An additional EUR 22.3 million has been invested in short-term securities to avoid negative interest.

OUTLOOK.

LOOKING FORWARD…

  • Strong outlook for 2nd HY 2018.
  • Sales forecast increased to EUR 540-570m.
  • Significant improvement in earnings expected: Goal is to reach an adjusted FY2018 Breakeven EBITDA with a challenge of up to –0.5% in terms of adjusted EBITDA margin compared to a –3% adjusted EBITDA in 2017.
  • Fast integration of nu3.com with a focus on synergies in marketing, operations and IT to generate profits in 2019.
  • Further acquisitions shall expand our European online market leadership.

Q+A.

CORPORATE CALENDAR 2018.

August 30, 2018 Commerzbank Sector Conference, Frankfurt
September 24, 2018 Goldman Sachs & Berenberg Conference, Munich
November 14,
2018
Analyst Day with Publication
of Q3 results at Citibank, London
November 27, 2018 Berenberg
West Coast Conference, San Francisco
December
3, 2018
Berenberg Pennyhill
Conference, London

CONSOLIDATED SEGMENT FINANCIALS PERIOD ENDED JUNE 2018.

30 June 2018 GERMANY INTERNATIONAL UNAUDITED INTERIM
CONSOLIDATED
EUR 1.000 EUR 1.000 EUR 1.000
Revenue 202,486 54,745 257,231
Cost of sales $-167,932$ $-42,872$ $-210,803$
Gross Profit 34,554 11,874 46,428
% of revenue 17.1% 21.7% 18.0%
Other income $\circ$ 7 8
Selling & Distribution $-31,377$ $-14,419$ $-45,796$
Segment EBITDA 3,178 $-2,538$ 640
Administrative expense $-8,068$
Administrative expense (adj.) $-7,592$
EBITDA $-7,429$
EBITDA (adj.) $-6,952$
Depreciation $-6,013$
EBIT $-13,441$
EBIT (adj.) $-12,965$
Net finance cost and income tax $-1,488$
Net Loss $-14,929$
$N0 + 1$ acc $(2d)$ 1A A E

Source: SHOP APOTHEKE EUROPE Adjustments of EUR 0.5 million for one-off expenses related to projects and stock options plan.

CONSOLIDATED SEGMENT FINANCIALS PERIOD ENDED JUNE 2017.

30 June 2017 GERMANY INTERNATIONAL GERMANY
SERVICES
ELIMINATIONS INTERIM
CONSOLIDATED
EUR 1.000 EUR 1.000
Revenue 92,129 34,113 3,145 $-2,680$ 126,707
Cost of sales $-72,757$ $-26,588$ $-146$ 0 $-99,490$
Gross Profit 19,372 7,525 2,999 $-2,680$ 27,216
% of revenue 21.0% 22.1% 95.4% 21.5%
Other income 973 335 25 $-9$ 1,323
Selling & Distribution $-17,866$ $-11,560$ $-2,863$ 2,680 $-29,609$
Segment EBITDA 2,478 $-3,699$ 161 $-9$ $-1,069$
Administrative expense $-3,930$
EBITDA $-5,000$
Depreciation and amortisation $-2,095$
EBIT $-7,095$
Net finance cost and income tax $-1,029$
Net Loss $-8,124$

CONSOLIDATED STATEMENT OF PROFIT AND LOSS.

30 JUNE 2018 30 JUNE 2017
EUR 1.000 EUR 1.000
Revenue 257,231 126,707
Costs of sales $-210,803$ $-99,490$
Gross profit 46,428 27,216
Other income 8 1,323
Selling and Distribution $-50,907$ $-31,389$
Administrative Expense $-8,970$ $-4,245$
Result from operations $-13,441$ $-7,094$
Finance income 77 71
Finance expense $-2,158$ $-892$
Net finance cost $-2,081$ $-821$
Result before tax $-15,522$ $-7,915$
Income tax 593 $-209$
Result for the period after tax $-14,929$ $-8,124$
Attributable to:
Owners of the Company
$-14,929$ $-8,124$

CONSOLIDATED BALANCE SHEET.

ASSETS 30 JUNE 2018 31 DEC. 2017
EUR 1.000 EUR 1.000
Non-Current Assets
Property, plant and equipment 10,200 8.278
Intangible assets 189,473 189.827
Deferred tax assets 4,103 3.447
Investments in equity- accounted joint ventures 905 905
204,681 202.457
Current Assets
Inventories 30,870 39.989
Trade and other receivables 22,888 20.546
Other current assets 8,127 6.524
Other financial assets 34,820 12.510
Cash and cash equivalents 57,586 15.783
154,291 95.352
Total Assets 358,971 297.808
EQUITY AND LIABILITIES 30 JUNE 2018 31 DEC. 2017
EUR 1.000 EUR 1.000
Shareholders' Equity
Issued capital and share premium 289,317 289.317
Reserves/accumulated losses $-60,841$ $-50.351$
228,475 238.966
Non-current Liabilities
Provisions 397 323
Deferred tax liability 12.759 12.711
Other liabilities 71,667 4.316
84,822 17.350
Current Liabilities
Trade and other payables 25,659 23.090
Amounts due to banks 4,766 4.863
Other liabilities 15,249 13.539
45,674 41.492
Total Equity and Liabilities 358,971 297.808

CONSOLIDATED CASH FLOW STATEMENT.

30 JUNE 2018 30 JUNE 2017
EUR 1,000 EUR 1.000
CASH FLOW FROM OPERATING ACTIVITIES
Results flow from operations $-13,441$ $-7,094$
Adjustments for:
- Depreciation and amortisation of non-current assets, taxes and provisions
6,072 2,095
Operating result adjusted for depreciation and amortisation, taxes and provisions $-7,369$ $-4,999$
Movements in working capital:
- (Increase)/decrease in trade and other receivables and other current assets $-3,945$ $-3,422$
- (Increase)/decrease in inventory 9,119 6,352
- Increase/(decrease) in in trade and other payables and other liabilities 1,488 2.454
Working capital movement 6,662 5,385
Cash generated from operations $-707$ 386
Interest received 77 180
Net cash (used in)/generated by operating activities $-630$ 566
30 JUNE 2018 30 JUNE 2017
EUR 1.000 EUR 1.000
CASH FLOW FROM INVESTING ACTIVITIES
Investment for property, plant and equipment $-3,480$ $-1,271$
Investment for intangible assets $-4,101$ $-2,846$
Investment for acquisitions $\Omega$ $\Omega$
Investment in other financial assets $-22,311$ $-3,516$
Net cash (used in)/generated by investing activities $-29,892$ $-7,633$
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid $-1,313$ $-888$
Payment of earn-out obligations Farmaline $-1,100$ $-1,100$
Issue convertible bond 73,497 $\Omega$
Other non-current liabilities 1,241 77
Net cash (used in)/generated by financing activities 72,325 $-1,911$
Net increase/(decrease) in cash and cash equivalents 41,803 $-8.977$
Cash and cash equivalents at the beginning of the period 15,783 38,485
Cash and cash equivalents at the end of the period 57,586 29,507

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: [email protected]

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