SHOP APOTHEKE EUROPE N.V.: Securities prospectus approved

- Not for release, publication or distribution in the United States, Canada, Australia or Japan. -

SHOP APOTHEKE EUROPE: Securities prospectus approved

- Securities prospectus has been approved by the AFM today

- Offer period begins on 29 September and is expected to end on 11 October 2016

- First day of trading in the Prime Standard segment of the Frankfurt Stock Exchange is expected for 13 October 2016

Venlo/Cologne, 28 September 2016 - The Dutch Authority for the Financial Markets (AFM) today approved the securities prospectus of SHOP APOTHEKE EUROPE N.V., one of the leading online pharmacies in Continental Europe, and notified the approval to the German Federal Financial Supervisory Authority (BaFin). The shares of SHOP APOTHEKE EUROPE will be offered from tomorrow, Thursday, 29 September 2016 until presumably Tuesday, 11 October 2016, in a range between EUR 28 and EUR 35.

'The IPO of SHOP APOTHEKE EUROPE is a major step forward to drive our expansion plans after we strengthened our European set-up significantly with the recent acquisition of the online pharmacy Farmaline. We are now looking forward to further accelerating our growth plans in major Continental European markets as a public company. At the same time, we are focusing on profitable growth in our German core market,' said Michael Koehler, CEO of SHOP APOTHEKE EUROPE.

The offer period for the up to 3,571,428 new shares from a primary offering will begin on Thursday, 29 September 2016, and is expected to end on Tuesday, 11 October 2016 at noon for retail investors and 2:00 p.m. (CET) for institutional investors. The company plans to achieve gross primary proceeds of EUR 100 million from the issuance of new shares. Proceeds from the primary offering are mainly designated to finance SHOP APOTHEKE EUROPE's growth, support further market penetration in Continental Europe, invest in continued expansion and automation of logistics and infrastructure, as well as repay shareholder loans.

In addition to the issuance of new shares, an over-allotment option (greenshoe) of up to c. 15 percent will be provided by the current shareholders. This corresponds to up to 535,714 additional shares from the holdings of existing shareholders.

The price range for the offered shares is set at EUR 28 to EUR 35. First day of trading in the SHOP APOTHEKE shares in the Prime Standard segment of the Frankfurt Stock Exchange under the ISIN: NL0012044747 (WKN A2AR94) is expected for 13 October 2016.

The offering consists of a public offering in Germany as well as private placements in certain other jurisdictions outside of Germany. In the United States of America, the offer will solely be addressed to 'qualified institutional buyers' as defined in Rule 144A under the Securities Act.

Detailed information about the IPO can be found in the SHOP APOTHEKE EUROPE prospectus, which has been approved by the Dutch Authority for the Financial Markets (AFM) and notified to the German Federal Financial Supervisory Authority (BaFin). The securities prospectus is available on the Company website on www.shop-apotheke-europe.com in the 'IPO' section.

ABOUT SHOP APOTHEKE EUROPE

SHOP APOTHEKE EUROPE is one of Continental Europe's leading online pharmacies with a portfolio that focuses on OTC medication and pharmacy-related BPC products. The company operates online pharmacies in Germany, Austria, France, Belgium, Italy, Spain and the Netherlands. In Germany, TÜV-certified shop-apotheke.com is the market leader in terms of traffic, delivering a broad range of approximately 100,000 original products to about 1.5 million active customers quickly and at a good price. In addition, SHOP APOTHEKE EUROPE provides comprehensive and consistent pharmaceutical services.

SHOP APOTHEKE EUROPE generated over EUR 125 million in revenues in the financial year 2015. Headquartered in Venlo (Netherlands), SHOP APOTHEKE EUROPE also has an administration site for its sales and marketing units in Cologne (Germany).

MEDIA CONTACTS

Trade and public media:
Sven Schirmer
Mobile: +49 152 28 50 63 61
Email: presse@shop-apotheke.com

Financial media:
Bettina Fries
Mobile: +49 172 297 62 43
Email: presse@shop-apotheke.com

DISCLAIMER.
This communication does not, and shall not, in any circumstances constitute a public offering, nor an offer to subscribe any securities in any jurisdiction. In particular, this communication is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan. This communication does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Canada, Australia, Japan or in any other jurisdiction in which such offer may be restricted. The securities referred to in this communication 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 on the basis of an applicable exemption from the registration requirements or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
In the United Kingdom, this communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures and/or (ii) are outside the United Kingdom or (iii) have professional experience in matters relating to investments and fall within the definition of 'investment professionals' contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order') or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as 'Relevant Persons'). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. 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.
This communication contains statements related to future business and financial performance and future events or developments involving SHOP APOTHEKE EUROPE that may constitute forward-looking statements. These statements may be identified by words such as 'expect', 'intend', 'look forward to', 'believe', 'will' or other words of similar meaning. Such statements are based on current expectations and certain assumptions of SHOP APOTHEKE EUROPE's management, of which many are out of our control. These are subjects to a number of risks and uncertainties. Should one or more of this risks or uncertainties materialize, or should underlying expectations not occur or assumptions prove incorrect, actual results, performance or achievements of SHOP APOTHEKE EUROPE may (negatively or positively) vary materially from those described explicitly or implicitly in the relevant forward-looking statement. SHOP APOTHEKE EUROPE does not intend or assume any obligation to update or revise these forward-looking statements in light of developments which differ from those anticipated.
This communication is not a prospectus. Investors should not purchase or subscribe for any securities
referred to in this communication except on the basis of information in the prospectus to be issued by SHOP APOTHEKE EUROPE in connection with the offering of such securities.