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Redcare Pharmacy N.V.

Quarterly Report May 14, 2017

6219_ip_2017-05-14_266fd39a-82aa-469f-836b-4379cf9bc401.pdf

Quarterly Report

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SHOP APOTHEKE EUROPE N.V.

INTERIM FINANCIAL STATEMENTS FIRST QUARTER 2017

Dr. Ulrich Wandel, CFO

15 MAY 2017

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.

HIGHLIGHTS.

ACCOMPLISHMENTS IN Q1/2017.

"It´s great to be part of Europe´s leading OTC online pharmacy."

Leen Ponet and Lode Fastré, Founders of FARMALINE

  • Strong sales growth in the German Core market (+33% YoY) with gross margin increased to 20.7%.
  • Great performance of fully integrated Farmaline. Extraordinary international growth (+221% YoY) with gross margin growth increased to 20.1%. The share of international sales share has risen to 25%.
  • The warehouse capacity project accomplished by March assures additional quantities for 2017 and avoids extra external workforce costs incurred in Q1 before completion.
  • Successful TV campaigns resulted in the leading online pharmacy brand award by Handelsblatt & YouGov.

SHOP APOTHEKE OUTPERFORMS ACCELERATED ONLINE PHARMACY GROWTH

Growth of the online pharmacy market in Continental Europe is speeding up

  • In its latest forecast, research experts from SEMPORA expect the online pharmacy market to grow by 24.7% annually until 2018.
  • Speed in market penetration therefore has become even more important for SHOP APOTHEKE.
  • Our strategy to finalize the integration of FARMALINE and to start automation already in the fourth quarter 2016 has been the right step to keep up with accelerated market growth in 2017.

SHOP APOTHEKE IS ON TARGET BUILDING THE FIRST EUROPEAN ONLINE PHARMACY BRAND.

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

€ 33 bn Current Focus Market

Highly Fragmented Market – No Upcoming Competitor From Consolidation Play

Source: SHOP APOTHEKE EUROPE, Sempora Research, Cosmetics Europe Research. All market sizes exclude VAT. Note: 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. 1) Based on Sempora estimates (2015) incl. VAT adjusted by Rx VAT rate (source: Statista). 2) Euromonitor International; online penetration calculated by dividing the internet retailing market size across Continental Europe by the total market size for each vertical.

MARKET GROWTH IS BOOSTED BY INCREASING ONLINE PENETRATION.

OTC & Pharmacy Related BPC 2015

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 IS A SUCCESSFUL EUROPEAN GROWTH STORY PREPARED FOR MORE.

First mover advantage in European expansion 7 countries served from our Venlo pharmacy.

"Already prepared to effectively meet tomorrow´s demand."

Christian Brüggemann, Director Operations SHOP APOTHEKE EUROPE

WE HAVE LOYAL TARGET CUSTOMERS: FAMILIES.

SHOP APOTHEKE HAS BEEN VOTED BEST ONLINE PHARMACY BRAND.

Brand Index 2017.

  • SHOP APOTHEKE has been voted best online-pharmacy brand by YouGov/Handelsblatt.
  • This proves that TV spending has been a valuable investment.

LEADING TV CHANNELS CONFIRM THAT SHOP APOTHEKE HAS BEST PHARMACEUTICAL ADVICE. 13

Online Videos

Integration eines schönes Videos. SHOP APOTHEKE WINS IN ZDF WISO.

"Best pharmaceutical advice by shop-apotheke.com…"

ARD TV MARKET CHECK; TEST ONLINE PHARMACIES 3/2017.

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.

SITE VISIT GROWTH REFLECTS STRONG POSITION.

  • In Q1 2017 4.6 million more site visits than in Q4 2016.
  • Web traffic confirms strong growth.
  • Mobile share keeps growing.
  • SHOP APOTHEKE EUROPE further increases its online pharmacy leadership

OUR ACTIVE CUSTOMER BASE CONSTANTLY GROWS.

Number of Active Customers (in m)

• The customer base has increased by +51% in Q1 2017 vs Q1 2016.

• 2.1 million active customers as at 31 March 2017.

Source: SHOP APOTHEKE EUROPE. *We define active customers as unique customers who are active in 12 months preceeding a given period of time.

ATTRACTIVE BASKET SIZE SUPPORTS PROFITABILITY

  • Orders increased by 55% in Q1 2017 vs. Q1 2016 with basket size > € 52 and return rates close to zero.
  • Repeat orders at 71% despite strong international new customer growth.

FINANCIAL PERFORMANCE.

CONSOLIDATED KEY FINANCIALS SHOP APOTHEKE EUROPE ARE ON TARGET.

  • Strong sales momentum in Q1 2017.
  • SHOP APOTHEKE EUROPE is on target for FY 2017.

  • Gross Profit growth exceeds revenue growth despite high sales growth.

  • Margin in Germany has increased to 20.7%.
  • International margin has increased to 20.1%.
  • Germany Services is in line with target.

STRONG INTERNATIONAL SALES GROWTH.

Q1 2017 group sales increased by 56% compared to +52% in Q4 2017.

  • SHOP APOTHEKE is now present in all relevant Continental European markets.
  • Strong international sales growth is boosted by FARMALINE.

STRONG REVENUE GROWTH INCREASES OUR EUROPEAN MARKET SHARE

2017 profitable growth in core market Germany continued:

• Sales grew by 33% compared to Q1 2016 versus 26% in FY 2016.

International sales more than tripled, profitability has significantly increased:

• Driven by SHOP APOTHEKE sales growth in Austria and France and FARMALINE (Belgium, Italy, Spain).

IMPROVED GROSS PROFIT AND GROSS MARGIN.

• German gross profit rose from € 7.3m in Q1 2016 to € 9.8m in Q1 2017. German gross margin increased from 20.4% in Q1 2016 to 20.7% in Q1 2017.

  • International gross profit rose from € 0.9m in 2016 to € 3.2m in 2017 with gross margin up significantly from 17.2% in Q1 2016 to 20.1% in 2017.
  • Germany Services is on target.

SHOP APOTHEKE EUROPE FINANCIAL PERFORMANCE – CASH FLOW.

Development of cash (in € m)

  • Operating cash-flow reflects efficient working capital management.
  • Investing comprises
  • warehouse automation
  • warehouse capacity expansion
  • ERP development in line with automation
  • international webshop development

to ensure strong sales growth in 2017 and in future.

OUTLOOK.

LOOKING FORWARD…

24

  • Excellent start in 2017.
  • FY 2017 sales expected to grow at 45% to 55% in compared to FY 2016.
  • 2017 total investment in IT infrastructure, capacity expansion and automation planned at c. € 10m.
  • EBITDA is expected to range from -2.0% to -3.0%

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.

Q+A.

25

APPENDIX.

CFO Finance

THE SHOP APOTHEKE ENTREPERENEURS.

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

  • 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)

THE SHOP APOTHEKE EUROPE SHARE.

  • IPO net proceeds of € 94.6m.
  • Listed in the Prime Standard of the Frankfurt Stock Exchange.
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

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

SHOP APOTHEKE EUROPE IS ESTABLISHED AS #1 OTC ONLINE PHARMACY IN CONTINENTAL EUROPE.

CONSOLIDATED SEGMENT FINANCIALS Q1 2017. 31

Includes ca. € 2m for extra external workforce during warehouse capacity project plus Q1 TV spots.

GERMANY INTERNATIONAL GERMANY
SERVICES
ELIMINATIONS CONSOLIDATED

'000

'000

'000

'000

'000
Revenue
Cost
of
sales
47,493
-37,662
16,034
-12,812
1,678
-73
-1,427
0
63,778
-50,547
Gross
Profit
% of
revenue
9,831
20.7
%
3,222
20.1%
1,605
95.6
%
-1,427 13,231
20.7
%
Other income
Selling
& Distribution
590
-9,979
188
-5,753
6
-1,372
0
1,427
784
-15,676
Segment
EBITDA
442 -2,343 240 0 -1,661
Administrative expense -1,900
EBITDA -3,561
Depreciation
and
amortisation
-1,295
EBIT -4,856
Finance
income
Finance
expense
Net finance
cost
22
-553
-531
Result
before
tax
-5,387
Net Loss -5,439

CONSOLIDATED SEGMENT FINANCIALS Q1 2016. 32

GERMANY INTERNATIONAL GERMANY
SERVICES
ELIMINATIONS CONSOLIDATED

'000

'000

'000

'000

'000
Revenue
Cost
of
sales
35,640
-28,364
4,992
-4,133
991
-122
-613
0
41,010
-32,619
Gross
Profit
% of
revenue
7,276
20.4
%
859
17.2 %
869
87.7%
-613 8,391
20.5
%
Other income
Selling
& Distribution
484
-7,784
67
-1,871
6
-649
0
613
558
-9,691
Segment
EBITDA
-24 -945 226 0 -743
Administrative expense -1,516
EBITDA -2,259
Depreciation
and
amortisation
-721
EBIT -2,980
Finance
income
Finance
expense
Net finance
cost
0
-650
-650
Result
before
tax
-3,631
Net Loss -3,627

CONSOLIDATED STATEMENT OF PROFIT AND LOSS. 33

٠
YEAR ENDED
31 MAR 17
YEAR ENDED
31 MAR 16

'000

'000
Revenue 63,778 41,010
Costs
of
sales
-50,547 -32,619
Gross
profit
13,231 8,391
Other income
Selling
and
Distribution
Administrative Expense
784
-16,776
-2,095
558
-10,305
-1,624
Result
from
operations
-4,856 -2,980
Finance
income
Finance
expense
Net finance
cost
22
-553
-531
0
-650
-650
Result
before
tax
-5,387 -3,630
Income tax
expenses
-52 3
Net Loss -5,439 -3,627

CONSOLIDATED BALANCE SHEET. 34

ASSETS 31 MAR 17 31 DEC 16

'000

'000
Non-current
assets
Property, plant and
equipment
Intangible
assets
6,536
22,844
2,613
22,169
29,380 24,782
Current
assets
Inventories 17,244 18,841
Pre-ordered
stock
5,458 6,823
Trade and
other
receivables
9,449 8,278
Amounts
due related
parties
4,169 0
Other current
assets
1,471 3,130
Other financial
assets
20,012 20,012
Cash and
cash equivalents
34,912 38,485
92,715 95,569
Total Assets 122,095 120,351
EQUITY AND LIABILITIES 31 MAR
17
31 DEC 16

'000

'000
Shareholders´
equity
Issued
capital
and
share
premium
122,238 122,238
Reserves/accumulated
loss
-34,432 -28,993
87,806 93,245
Provisions 3,027 2,961
Non-current
liabilities
Shareholder loan 0 0
Other liabilities 3,321 3,334
3,321 3,334
Current
liabilities
Trade and
other
payables
17,942 12,563
Amounts
due to
related
parties
0 404
Other liabilities 9,999 7,844
27,941 20,811
Total Equity and
Liabilities
122,095 120,351

CASH FLOW STATEMENT.

CASH FLOW FROM OPERATING ACTIVITIES 31
MAR 17
31
MAR 16
Operating result -4,856 -2,980 35
Adjustments
for:

Depreciation
and
amortisation
of
non-current
assets

Corporate Income Tax

Deferred Tax Liability

Increase/(decrease) in provisions
Operating result adjusted for depreciation and amortisation, taxes and provisions

Movements in
working capitals:
-
(Increase)/decrease in trade and other receivables and other current assets
-
(Increase)/decrease in inventory
1,295
-52
0
66
-3,547
486
722
3
-2,564
0
-4,819
-1,012
-
(Increase)/decrease in pre-ordered stock
-
Increase/(decrease) in trade and other payables and other liabilities
-
Increase/(decrease) in amounts due to related parties
Working capital
movement
1,366
3,912
-4,573
2,788
462
4,981
-462
4,761
Cash generated
from
operations
Interest received
-759
22
-58
0
Net cash (used
in)/generated
by
operating
activities
-737 -58
CASH FLOW FROM INVESTING ACTIVITIES
Investment for
property, plant and
equipment
Investment for intangible assets
Investment for Farmaline
acquisition
Investment for other financial assets
-738
-1,545
0
0
-210
-831
0
0
Net cash (used
in)/generated
by
investing activities
-2,283 -1,041
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid
Deposit from related parties and other non-current liabilities
-553
0
-294
0
Net cash (used
in)/generated
by
financing
activities
-553 -294
Net increase/(decrease) in cash and
cash equivalents
-3,573 -1,393
Cash and
cash equivalents
at the
beginning
of
the
year
38,485 3,529
Cash and
cash equivalents
at the
end of
the
year
34,912 2,136
1,597 792

INVESTOR CONTACT.

Dr. Ulrich Wandel

CFO

Phone: +31 77-8 50 6117

E-Mail: [email protected]

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