^{NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.}

SHOP APOTHEKE EUROPE N.V. ANNOUNCES TO START DISCUSSIONS OF A POSSIBLE EARLIER CONVERSION OF ITS EUR 135 MILLION 4.5% CONVERTIBLE BONDS DUE 2023.

Venlo, 23 September 2020. Shop Apotheke Europe N.V. ("Shop Apotheke") is entering into discussions with holders (the "Bondholders") of its EUR 135 million 4.5% convertible bonds due 2023 (ISIN: DE000A19Y072) (the "Bonds") pursuant to which such Bondholders will be incentivized to agree to exercise their Conversion Rights (as defined in the terms and conditions of the Bonds) to convert their Bonds into ordinary shares of the Company.

Should, upon conversion, only 15% or less of the Bonds remain outstanding Shop Apotheke may fully redeem the Bonds at par value (as defined in the terms and conditions of the Bonds). Berenberg is acting as advisor to Shop Apotheke.
 

DISCLAIMER.

This announcement is released by SHOP APOTHEKE EUROPE N.V. and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the discussions with investors (as described above). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Stefan Feltens, CEO, for SHOP APOTHEKE EUROPE N.V. SHOP APOTHEKE EUROPE N.V. is solely responsible for the contents of this announcement.

This announcement does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities of SHOP APOTHEKE EUROPE N.V.

In connection with this announcement there has not been, nor will there be, any public offering of securities and no prospectus will be prepared.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons reading this announcement should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale in, and is not for publication or distribution, directly or indirectly, in or into, the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in the United States, Australia, Canada or Japan.

For readers in the United Kingdom, this announcement is only being distributed to and is only directed at Qualified Investors who are (i) outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

This announcement contains forward-looking statements that are subject to certain risks and uncertainties. The future financial results can significantly differ from the currently anticipated results as a result of various risks and uncertainties, including changes in the business, financial and competitive landscape, uncertainties related to legal disputes or investigations and the availability of funds. SHOP APOTHEKE EUROPE N.V. assumes no obligation to update the forward-looking statements included in this announcement. Forward-looking statements speak only as of the date they are made.

Joh. Berenberg, Gossler & Co. KG (the "Bank") involved is acting on behalf of Shop-Apotheke Europe N.V. and no one else and will not be responsible to any other person for providing the protections afforded to clients of the Bank, or for providing advice in relation to the transactions or securities referred to in this announcement.

Neither the Bank nor any of its subsidiary undertakings, affiliates or any of its partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to SHOP APOTHEKE EUROPE N.V., its subsidiaries or associated companies, its convertible bonds or any other matter referred to in this announcement 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 this announcement or its contents or otherwise arising in connection therewith. Accordingly, the Bank disclaims, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that it might otherwise be found to have in respect of this announcement and/or any such statement.