Shop Apotheke Europe N : Abstimmungsergebnisse 2023 (Englisch)

VOTING RESULTS AND RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHOP APOTHEKE EUROPE N.V. HELD AS A HYBRID MEETING ON 26 APRIL 2023

A total of 9,967,166 shares were represented at the annual general meeting of Shop Apotheke Europe N.V. (the "Company"), representing an equal number of votes to be exercised in respect of each of the voting items listed below. This represents 54.09% of the total issued and outstanding shares on the record date for the 2023 annual general meeting (i.e. on 29 March 2023), which amounted to 18,426,481 shares in bearer form. For each voting item all the potential numbers of valid votes were exercised. Percentages have been rounded.

																						Percentage of the
	Agenda			Description			For						Against			%			Abstain			total issued and
	item							%									outstanding share
																						capital1
	3.a.	Remuneration report for the financial year 20222	9,285,634		93.16		681,532		6.84		0		54.09
	3.c.	Adoption of the annual accounts for the financial year 2022	9,963,243		100		0		0		3,923		54.07
	3.e.	Proposal to allocate the results of the financial year 2022	9,967,146		100		0		0		20		54.09
	4.a.	Discharge from liability of all members of the managing board for the performance	9,956,585		100		0		0		10,581		54.03
			of their duties during the past financial year
	4.b.	Discharge from liability of all members of the supervisory board for the performance	9,956,585		100		0		0		10,581		54.03
			of their duties during the past financial year
	5.a.	Re-appointment of Mazars Accountants N.V. as external auditor of the Company to	9,967,146		100		0		0		20		54.09
			audit the annual accounts of the Company for the financial year ending
			31 December 2023
	6.a.	Re-appointment of Mr. Björn Söder as a member of the supervisory board	9,713,979		97.46		253,167		2.54		20		54.09
	6.b.	Re-appointment of Mr. Frank Köhler as a member of the supervisory board	9,086,260		91.16		880,886		8.84		20		54.09
	6.c.	Re-appointment of Mr. Jérôme Cochet as a member of the supervisory board	9,714,156		97.46		252,990		2.54		20		54.09

1

2

Percentage of the total number of votes for and against in relation to the total issued and outstanding share capital.

Shareholders who provided a positive advice, voted "for". Shareholders who voted "against", provided a negative advice with respect to the Company's remuneration report for the financial year 2022. The results of the vote on this agenda item counts as an advisory, non-binding, vote.

- 2 -

																						Percentage of the
	Agenda			Description			For			%			Against			%			Abstain			total issued and
	item															outstanding share
																						capital1
	7.a.	Final discharge from liability of Mr. Stefan Feltens for the performance of his duties	9,956,605		100		0		0		10,561		54.03
			as a member of the managing board
	7.b.	Appointment of Mr. Olaf Heinrich as a member of the managing board and CEO of	9,385,846		94.17		581,300		5.83		20		54.09
			the Company
	7.c.	Re-appointment of Mr. Marc Fischer as a member of the managing board	9,385,846		94.17		581,300		5.83		20		54.09
	7.d.	Re-appointment of Mr. Stephan Weber as a member of the managing board	9,385,866		94.17		581,300		5.83		0		54.09
	7.e.	Re-appointment of Ms. Theresa Holler as a member of the managing board	9,385,866		94.17		581,300		5.83		0		54.09
	8.a.	Approval and adoption of the 2023 stock option plan for the members of the	9,936,704		99.69		30,462		0.31		0		54.09
			managing board to replace existing stock option plan for the members of the
			managing board
	9.a.	Designation of the supervisory board as the corporate body authorised to grant	9,951,372		99.84		15,774		0.16		20		54.09
			(rights to acquire) shares under, pursuant to and in connection with the 2023 stock
			option plan for the members of the managing board
	9.b.	Designation of the managing board as the corporate body authorised to grant (rights	7,908,159		79.34		2,059,007		20.66		0		54.09
			to acquire) shares under, pursuant to and in connection with the 2019 employee
			stock option plan
	10.a.	Prolongation of the authorisation of the managing board to repurchase shares in the	9,967,166		100		0		0		0		54.09
			Company's own share capital
	11.a.	Amendment of the Company's articles of association to reflect the envisioned	9,967,146		100		0		0		20		54.09
			change in the Company's statutory name
	12.a.	Amendment of the Company's remuneration policy to reflect certain changes	4,841,915		49,15		5,009,507		50.85		115,744		53.46
			concerning the reimbursement of travel expenses and entitlements to committee
			membership fees