Shop Apotheke Europe N : HV Protokoll 2023 (Englisch)

MINUTES

OF THE ANNUAL GENERAL MEETING OF

SHOP APOTHEKE EUROPE N.V.

1. MINUTES GENERAL MEETING

These are the minutes of the annual general meeting of Shop Apotheke Europe N.V., a public limited company (naamloze vennootschap), having its corporate seat (statutaire zetel) in Venlo, The Netherlands, its registered address at Erik de Rodeweg 11, 5975 WD Sevenum, The Netherlands, and registered with the trade register (handelsregister) of the Chamber of Commerce (Kamer van Koophandel) under number 63986981 (the "Company"), held as a hybrid meeting on Wednesday, 26 April 2023 at 10:00 CEST.

2. PRESENT ON BEHALF OF THE COMPANY

1. Supervisory Board
2. 1. Mr. Dr. Björn Söder;
   2. Mr. Jérôme Cochet;
   3. Ms. Henriette Peucker; and
   4. Ms. Jaska de Bakker
3. Managing Board
4. 1. Mr. Stefan Feltens (CEO);
   2. Mr. Jasper Eenhorst (CFO);
   3. Ms. Theresa Holler (COO);
   4. Mr. Stephan Weber (CCO and deputy CEO); and
   5. Mr. Marc Fischer (CIO).

3. OPENING

Mr. Björn Söder (the chairman) opens the meeting at 10:00 CEST, introduces himself and welcomes those participating in the hybrid general meeting. The chairman notes that in accordance with the current articles of association of the Company (the "Articles of Association") he, Mr. Björn Söder, will act as chairman of the meeting. The chairman notes that Ms. Danielle Du Bois Buné and Mr. Georgi Boyadzhiev of Hogan Lovells International LLP are also participating in the meeting, and appoints Mr. Georgi Boyadzhiev as secretary of the meeting and requests him to prepare the minutes of the meeting.

The chairman introduces the other members of the supervisory board of the Company (the "Supervisory Board") who are all participating in the meeting, except for Mr. Frank Köhler. The chairman introduces the members of the managing board of the Company (the "Managing Board"), who are also all participating in the meeting. The chairman notes that:

1. Mr. Rens Jan Kramer, the General Counsel of the Company, is also participating in the meeting;

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1. Ms. Anna Thönneßen, the senior sustainable development manager of the Company, who will briefly present the progress and achievements of the Company's
   Environmental, Social, and Governance ("ESG") activities is also participating in the meeting; and
2. Ms. Mariska Hoogstad of Mazars Accountants N.V. ("Mazars") has dialled-in and will, on behalf of Mazars, give a brief explanation of the audit approach of the annual accounts for the financial year 2022 for which Mazars was responsible.

The chairman records that he has been informed that:

1. this year's annual general meeting is taking place in hybrid form, meaning that shareholders were given the opportunity to choose whether to attend the meeting in-person or virtually;
2. no depositary receipts for the shares are issued with the Company's cooperation, no shares are subject to a right of pledge or a right of usufruct, and there are no persons to whom the law attributes the rights accruing to holders of depositary receipts issued with the company's cooperation;
3. the meeting documents were published on the corporate website of the Company on 15 March 2023 and a press release was issued on the same date;
4. the agenda, explanatory notes thereto and ancillary documents, including the annual accounts and annual report for the financial year 2022 were made available for inspection on the Company's corporate website and at the offices of the Company;
5. the key employment terms of the proposed new Managing Board member and CEO of the Company, the proposed amended remuneration policy of the Supervisory Board, the proposed amended articles of association, the proposed new stock option plan for the members of the Managing Board as well as the Company's hybrid meetings policy were made available on the Company's corporate website in the section investor relations/general meeting/annual general meeting 2023; and
6. the legal requirements and requirements set out in the articles of association of the Company have been met and valid resolutions can be adopted on the items set out in the agenda.

At the record date (29 March 2023), the Company's issued share capital amounted to EUR 368,529.62 consisting of 18,426,481 shares in bearer form having a nominal value of EUR 0.02 each. Due to technical reasons relating to conducting this annual general meeting as a hybrid general meeting, the number of shares present or represented at the meeting will be announced near the end of the meeting, shortly before the voting results are announced.

The chairman notes that he will explain the voting procedure in light of the fact that this annual general meeting is conducted as a hybrid general meeting. The chairman explains that:

1. voting takes place based on the so-called addition procedure, which means that only the votes against a proposal and the votes for a proposal will be counted;
2. based on (i) the number of votes against a proposal and (ii) the number of votes for a proposal, it will be determined whether a proposal has been adopted;

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1. the shareholders of the Company who are entitled to attend the general meeting (i) had the option to attend this meeting in person or virtually, (ii) had the option to choose to be represented at this meeting and have casted their votes by proxy before the date of this meeting and (iii) have the option to vote virtually during this meeting via the online platform provided by the Company's service provider Better
   Orange IR & HV AG (hereafter referred to as the "Virtual AGM Platform");
2. the votes cast by proxy have been collected before the date of this meeting and will be counted by assistants at the end of the meeting, before the meeting is closed;
3. shareholders who have chosen to cast their votes virtually during the meeting via the Virtual AGM Platform, can cast their votes from the moment the chairman has opened the meeting until the discussions for the last agenda item (agenda item 13, "questions and any other business") have ended;
4. virtual votes can be cast all at once at the start of the meeting, all at once before the end of the discussions for the last agenda item (agenda item 13), or for each agenda item separately; and
5. the votes cast virtually will be registered via the Virtual AGM Platform and will be added up to the votes cast by proxy by assistants at the end of the meeting, before the meeting is closed.

The official voting results will be published on the corporate website of the Company within 15 calendar days after the date of this meeting.

The chairman reminds that the participating shareholders that:

1. the general meeting is conducted in English;
2. the Company has not received any questions in advance of this meeting via the Virtual AGM Platform;
3. during this meeting, questions can be submitted via the Virtual AGM Platform by using the "Questions" function via the Virtual AGM Platform;
4. questions can be raised in Dutch or in English;
5. if a question is raised in Dutch, a brief summary of the question will be given in English and the question will also be answered in English;
6. the answers to the questions will be made public on the Company's corporate website;
7. a recording of this meeting will be made, but that recording will not be made public; and
8. no other person is permitted to make recordings of the general meeting or take screenshots during the general meeting.

The chairman requests that everyone turns off their mobile telephones and keep their microphones on "mute" except when the meeting is being addressed.

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4. REPORT OF THE MANAGING BOARD REGARDING THE FINANCIAL YEAR 2022 (AGENDA ITEM 2.A)

The chairman introduces Mr. Jasper Eenhorst, the Company's CFO, and invites Mr. Jasper Eenhorst to give a presentation regarding the financial performance of the Company during the financial year 2022.

Mr. Jasper Eenhorst gives a presentation regarding the financial performance of the Company during the financial year 2022 in particular regarding the Company's key financial indicators (i.e. the Company's sales, growing customer base, cash position and EBITDA).

Mr. Jasper Eenhorst starts off the presentation with an overview of some of the main highlights of the financial year 2022. The Company recorded record sales amounting to EUR 1.2 billion, which represents an increase of 14% on a year-over-year basis. This is a robust reflection of the Company's business model, as the Company has been growing in double digits before the Corona pandemic, during the Corona pandemic and thereafter. The DACH segment increased its sales by 11% and the international segment saw a growth of 24%. Although there is no official data, all indicators show that the Company significantly expanded its market leadership across Europe in the e-pharmacy market, and particularly in Germany, which is Europe's largest market (and also the Company's largest market).

The adjusted EBITDA for 2022 was EUR -8 million, which was in accordance with the guidance provided by the Company. The margin for ongoing operations was -0.3% in 2022. The Company saw a big change from the first half to the second half of the year in respect of its adjusted EBITDA. In H1 of 2022, the adjusted EBITDA was EUR -9 million and in H2 of 2022, the adjusted EBITDA amounted to EUR +5.5 million. These results were only possible by retaining a lot of the existing customers and by adding a large number of new customers, leading to an increase in the Company's active customer base which is now rapidly approaching the 10 million mark. Over the course of 2022, the Company increased its customer base over all its geographies by 1.4 million; from 7.9 million active customers in 2021 to 9.3 million active customers in 2022. This increase in the customer base was achieved all while maintaining a very high customer satisfaction as reflected by the Company's net promoter score of >70.

Mr. Jasper Eenhorst proceeds to discuss a few highlights on the execution of the strategy of the Company. Mr. Jasper Eenhorst starts off by stating that the Company is developing in attractive areas of growth. Examples include:

1. the opening of the Company's distribution centre in Settala, Italy (a municipality close to the city of Milan);
2. the further roll-out and opening of the Company's marketplaces in Germany and Austria;
3. the Company's strategic investments in last mile and quick delivery with the acquisition of GoPuls (formerly First A); and
4. the Company's readiness for e-Rx in Germany.

Mr. Jasper Eenhorst notes that the Company is also fully committed to sustainability, which is exemplified by the Company's efforts to drive decarbonisation. This can also be highlighted by two important developments:

1. by the end of September 2022, the Company already achieved its ambition to reduce its Scope 1 and Scope 2 emissions (market-based) by 80% by 2025, three years ahead of planning.

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1. the Company now aims to achieve net zero emissions along the entire value chain by 2040.

Turning back to the financial performance of the Company, Mr. Jasper Eenhorst displays a diagram showing the increase in the number of sales between 2021 and 2022. Mr. Jasper Eenhorst points out that an increase in total sales of about 14% was realized (i.e. a growth of EUR 144 million from EUR 1,060,000,000 in 2021 to EUR 1,204,000,000 in 2022). Mr. Jasper Eenhorst emphasizes that the Company's non-Rx sales growth was even stronger, reaching the 17% mark. The sales in the DACH region grew by 11% and in the Company's international market by 24%. The DACH region alone is approaching EUR 1 billion in annual sales.

Mr. Jasper Eenhorst proceeds to discuss the growth in the customer base of the Company over the year 2022. Mr. Jasper Eenhorst displays a diagram showing that on 31 December 2021 the Company recorded a total number of 7.9 million active customers which increased to 9.3 million by 31 December 2022. In addition, the Company achieved a Net Promoter Score of 72 which represents a significant improvement from the already high Net Promoter Score of 68 in 2021. The average shopping basket value for 2022 amounted to EUR 58.28 which is a slight decrease compared to the previous year. This decrease can be explained by the fact that the number of sales of prescription medication decreased over the course of 2022 and grew slower than the sales of non-Rx medication.

Mr. Jasper Eenhorst proceeds to display a slide showing the number of orders processed by the Company. Mr. Jasper Eenhorst notes that more than 23 million orders were processed during the year 2022. On average more than 80% of the orders placed each quarter were placed by returning customers.

Mr. Jasper Eenhorst goes on to display a slide showing the key financials of the Company. The Company's sales in 2022 increased by 13.6% and the adjusted EBITDA margin on an annual basis increased from -0.5% to -0.3% (representing an increase of 0.2%). In Q4 of 2021, the Company had an adjusted EBITDA margin of -3.5% which increased to +0.8% by Q4 of 2022. This represents a year-over-year improvement of 430 basis points from an adjusted EBITDA of EUR -10 million in Q4 of 2021 to an adjusted EBITDA of EUR +3 million by Q4 of 2022 (i.e. a total increase of EUR 13 million). While continuing to grow double digits, the Company retained high levels of customer satisfaction and increased its market leadership. In addition, the Company significantly improved its margins, particularly in terms of its gross profit margin and its selling & distribution margin as a result of scale benefits. However, there is a slight offset in the adjusted administrative expenses as the Company is investing in its future growth by preparing for the launch of E-Rx, attracting and retaining the right people and IT expenditures.

Mr. Jasper Eenhorst points out that the Company met the guidance provided at the start of 2022 in all its elements. The guidance for 2022 was that the Company's non-Rx sales would grow between 15% and 25% and the Company's adjusted EBITDA margin for the ongoing business would be between -1.5% and +1.5%. The Company's actual results show that the guidance for 2022 was met in all respects as the non-Rx sales grew by 17.2% and the Company's adjusted EBITDA margin for the ongoing business was 0.3%. The adjusted EBITDA margin was -1.4% in Q1 of 2022 and -1.7% in Q2 of 2022, but the Company reaped the fruits of its strategic investments in the second half of the year as it saw its adjusted EBITDA margin improve to +0.9% in Q3 of 2022 and +0.8% in Q4 of 2022. Over the financial year 2022, the Company achieved an adjusted EBITDA margin for the ongoing business of -0.3%, which was at the midpoint of the guidance previously given to the market.

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