DocMorris announces final details on the agenda of today's Annual General Meeting and the planned capital increase

Frauenfeld, 8 May 2025

Press release

Ad hoc announcement pursuant to Art. 53 LR

DocMorris announces final details on the agenda of today's Annual General Meeting and the planned capital increase

• Final agenda items for today's Annual General Meeting
• Details and conditions of the fully underwritten capital increase with subscription rights
• Continuation of the growth of the first quarter of 2025 in April

DocMorris AG publishes the final details of certain items on the agenda of today's Annual General Meeting, as announced in the invitation dated 10 April 2025. At the same time, it is publishing the details of the capital increase with subscription rights in the amount of CHF around 200 million.

DocMorris intends to use the net proceeds from the capital increase to finance the planned medium-term growth in the prescription medicines (Rx) business, including incremental targeted Rx marketing spend until positive free cash flow is reached at Group level in the course of 2027, and for a potential repayment of the CHF 95 million convertible bond in September 2026.

With reference to the invitation to the Annual General Meeting dated 10 April 2025, the Board of Directors of DocMorris AG has determined the final details of the proposals for the capital measures required for the capital increase in accordance with agenda items 5.2 to 5.6 of the invitation as follows:

• With regard to agenda item 5.2 (ordinary capital increase), the Board of Directors has decided to submit the definitive proposal for the capital increase in the amount of up to CHF 361,827.90 from the current CHF 148,350.93 to up to CHF 510,178.83 by issuing up to 36,182,790 new registered shares with a nominal value of CHF 0.01 each.
• With regard to agenda item 5.3 (change in conditional capital for financing, acquisitions and other purposes), the Board of Directors has decided to submit the final proposal for the maximum amount of conditional capital for financing, acquisitions and other purposes to be CHF 153,716.59 and 15,371,659 fully paid up registered shares with a par value of CHF 0.01 each, of which CHF 51,680.83 and 5,168,083 registered shares with a par value of CHF 0.01 each are reserved to service the CHF 200 million and CHF 94.972 million convertible bonds.
• With regard to agenda item 5.4 (re-introduction of the capital band), the Board of Directors has decided to submit the final proposal for a capital band with an upper capital band limit of CHF 612,214.59 and a lower capital band limit of CHF 444,685.51.
• With regard to agenda item 5.5 (adjustment of the combined limit for the issuing and exclusion authority of the Board), the Board of Directors has decided to submit the final proposal for the combined limit for the power of the Board to issue or reserve shares when granting pre-emptive or pre-subscription rights to a total of 10,203,576 registered shares and for the power of the Board to issue or reserve shares when excluding pre-emptive or pre-subscription rights to a total of 5,101,788 registered shares.
• With regard to agenda item 5.6 (adjustment of the conditional capital for employee stock options), the Board of Directors has decided to submit the final proposal for the maximum amount of conditional capital for employee stock options to be CHF 15,305.36 or 1,530,536 fully paid up registered shares with a par value of CHF 0.01 each.

Further details on the final proposals for the capital measures can be found here.

If the proposal of the Board of Directors on agenda item 5.2 (ordinary capital increase) is approved, existing shareholders will receive one (1) subscription right per one (1) registered share they hold as at 12 May 2025 after the close of trading in order to subscribe for new shares from the capital increase. The new registered shares will be offered to existing shareholders in a ratio of three (3) new shares for one (1) subscription right held, subject to legal restrictions and the approval of the capital increase proposed by the Board of Directors by the Annual General Meeting. The subscription rights will be admitted to trading on the SIX Swiss Exchange and may be traded from 13 May 2025 until 19 May 2025. They can be validly exercised from 13 May 2025 until 21 May 2025, 12:00 noon, after which they will expire without compensation.

Shares that are not subscribed for by existing shareholders exercising their subscription rights will be placed through a public offering to eligible investors in Switzerland and through private placements in certain countries outside Switzerland and the United States of America ("Share Offering"). The number of new shares taken up by existing shareholders and the maximum number of shares to be placed in the Share Offering are expected to be announced on 21 May 2025 after close of trading on the SIX Swiss Exchange.

The offer price for the new shares is CHF 5.75. The listing and first trading day of the new registered shares from the ordinary capital increase on the SIX Swiss Exchange is expected to take place on 22 May 2025, while the payment and settlement of the rights offering/share offering is expected to take place on 26 May 2025.

DocMorris has mandated a banking syndicate to carry out the rights offering, which has fully underwritten the subscription rights issue.

Expected timetable for the capital increase and rights issue

Details of the rights issue can be found in the prospectus, which is expected to be published today after the close of trading and after the Annual General Meeting.

Continuation of the first quarter's growth in April
In view of the planned capital increase DocMorris is publishing its quarterly results as at 31 March 2025 in addition to the revenue figures for the first quarter already published on 10 April 2025. External revenue^[1] rose by 13.4 per cent in local currency to CHF 296.5 million in the first quarter of 2025. EBITDA amounted to minus CHF 16.2 million at the end of March. As planned, this includes around CHF 10 million higher marketing expenditure compared to the previous year, partly due to the launch of the new TV marketing campaign at the beginning of March.

In April, the Rx business continued to record pleasing growth. TeleClinic also continued to grow strongly. The new coalition agreement also offers opportunities: the pharmacy packaging fixum is to increase, and telemedicine and telepharmacy are to be strengthened. Based on this overall positive development, the management confirms the revenue and earnings forecast for the current year communicated on 10 April and also confirms the medium-term targets.

The detailed quarterly report can be found here.

Investors and analyst contact
Dr. Daniel Grigat, Head of Investor Relations & Sustainability
Email: ir@docmorris.com, phone: +41 52 560 58 10

Media contact
Torben Bonnke, Director Communications
Email: media@docmorris.com, phone: +49 171 864 888 1

Agenda

DocMorris
The Swiss-based DocMorris AG is a leading company in the fields of online pharmacy, marketplace and professional healthcare with strong brands in Germany and other European countries. Deliveries are mainly from the highly automated logistics centre in Heerlen, the Netherlands, with a capacity of over 27 million parcels per year. In Spain and France, the company operates the leading marketplace for health and personal care products in Southern Europe. With its business model, DocMorris offers its patients, customers and partners a broad range of products and services. In doing so, DocMorris is pursuing its vision of creating a digital health ecosystem for everyone to manage their health in one click. Around 1,600 employees in Germany, the Netherlands, Spain, France, Portugal and Switzerland generated an external revenue of CHF 1,085 million serving more than10 million active customers in 2024. The shares of DocMorris AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker DOCM). For further information, please visit corporate.docmorris.com.

Disclaimer

This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. Copies of this publication may not be sent to jurisdictions, or distributed in or sent from or otherwise made publicly available in jurisdictions, in which this is barred or prohibited by law. Any offer and listing will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding any publicly offered securities of the Company should only be made on the basis of such prospectus. The prospectus, if and when published, will be available free of charge on the Company's website.

This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) 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 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.

This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA") or, in the United Kingdom ("UK"), the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Any offers of the Securities to persons in the EEA or the UK will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation (as applicable), as implemented in member states of the EEA or the UK, from the requirement to produce a prospectus for offers of the Securities.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to the registration requirements of the Securities Act. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States.

This communication is not for distribution in the United States, Canada, Australia, Japan or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.

This publication may contain specific forward-looking statements, e.g., statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will", “should”, “plans” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the Company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. The Company assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

^[1] External revenue consists of the consolidated revenue of DocMorris plus online revenues of pharmacies supplied by DocMorris, less the consolidated revenue from supplying them.