Redcare Pharmacy N.v. · XETR:RDC
Redcare Pharmacy — Shop Apotheke Europe — Shareholder Meeting (April 2021)
58 slides from Redcare Pharmacy's shareholder meeting presentation, Apr 21, 2021
Slide 1: Shop Apotheke Europe N.V. Annual General Meeting
SHOP APOTHEKE EUROPE N.V. ANNUAL GENERAL MEETING Virtual AGM, 21 April 2021
Slide 2: Today's Agenda
2 TODAY’S AGENDA. ––– 1. Opening. ––– 2. Report of the Managing Board. ––– 3. Remuneration report, audit, adoption of annual accounts 2020 and dividend. ––– 4. Discharge. ––– 5. Re-appointment of the external auditor. ––– 6. Composition of the Supervisory Board, their fixed annual base fees and amen
Slide 3: Report of the Managing Board
3 2. REPORT OF THE MANAGING BOARD. 2.a. –––– Report of the Managing Board regarding the financial year 2020. (discussion item) 2.b. –––– Report regarding the outlines of the corporate governance structure and compliance with the Dutch Corporate Governance Code. (discussion item)
Slide 4: Report of the Managing Board regarding the financial year 2020
4 2.a. REPORT OF THE MANAGING BOARD REGARDING THE FINANCIAL YEAR 2020. (discussion item) –––– The Managing Board of the Company will first give a presentation regarding the financial performance of the Company in 2020 as presented and described in the annual accounts and in the report of the Managin
Slide 5: Annual General Meeting
ANNUAL GENERAL MEETING. Virtual AGM, 21 April 2021
Slide 6: Financial Highlights 2020
6 FINANCIAL HIGHLIGHTS 2020. • ACCELERATED GROWTH – FULLY ORGANIC – DRIVEN BY EXCELLENT EXECUTION. GROWTH OF 38.0% TO EUR 265M IN Q4 AND OF 38.1% TO EUR 968M FOR THE FULL YEAR. • BREAK-EVEN ACHIEVED: ADJ. EBITDA MARGIN 2.3% IN Q4 AND 2.2% FOR FY 2020. 2020 ADJ. EBITDA AT EUR 21.6M, YOY IMPROVEMENT O
Slide 7: Key Financials: Strong Growth, Fully Organic
7 KEY FINANCIALS. STRONG GROWTH, FULLY ORGANIC. TOTAL SHOP APOTHEKE EUROPE DACH INTERNATIONAL sales | vs. prior year sales | vs. prior year sales | vs. prior year in millions of euros in millions of euros in millions of euros +38% +33% 968.1 815.4 +78% 701.0 615.4 152.7 85.6 2019 2020 2019 2020 2019
Slide 8: Active Customer Base Up 1.6 Million
8 ACTIVE CUSTOMER BASE UP 1.6 MILLION. WITH A BEST-IN-CLASS CUSTOMER SATISFACTION. Number of active customers in millions +1.6M 6.3M NET PROMOTER SCORE (NPS). (2019: 70) 70 4.7M € 66.41 2019 2020 AVERAGE SHOPPING BASKET VALUE. (2019: EUR 66.85)
Slide 9: KPIs: Strong Web Traffic Growth
KPIs. 9 STRONG WEB TRAFFIC GROWTH. MOST POPULAR PHARMACY WEBSITE * IN GERMANY. Weekly website visits 6,000,000 140% (desktop & mobile) 120% 5,000,000 100% 4,000,000 80% 3,000,000 60% YOY growth 2,000,000 (%) 40% 1,000,000 20% Total (visits web traffic) 0 0% Source: 01-2019 01-2020 53-2020 SHOP APOTH
Slide 10: >4M Orders Each Quarter, Repeat Orders at Targeted Level
KPIs. 24.0 26.3 >4M ORDERS EACH QUARTER, AND 21.9 20.9 10 18.6 17.9 18.0 17.1 SHARE OF REPEAT ORDERS AT TARGETED LEVEL. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2017 2018 2019 2020 Number of orders in thousands 4,337 4,171 4,025 4,021 3,126 3,255 2,994 2,818 82 % 82 % 82 % 83 % 82 % 83 % 83 %
Slide 11: Adj. EBITDA from EUR -13.6M to EUR +21.6M
11 KEY FINANCIALS. ADJ. EBITDA FROM EUR –13.6M LAST YEAR TO EUR +21.6M NOW. in EUR million YTD Q4 Q3 Year Full Better/ Better/ Q4 2019 Q4 2020 2019 2020 (Worse) (Worse) Sales 191.9 264.7 38% 701 968.1 38% Gross profit margin 19.8% 23.6% 3.8 pp 19.7% 22.7% 3.0 pp Selling & distribution -17.7% -18.4%
Slide 12: Gross Margin Improved by 3.0 Percentage Points
12 KEY FINANCIALS. GROSS MARGIN IMPROVED BY 3.0 PERCENTAGE POINTS. Gross profit margin in percentage 0.8% of sales 2.7% 22.7% (1.1%) 0.6% 19.7% Net Pricing/ Country/ 2019 Sourcing Other 2020 Product Mix Rx-OTC Mix
Slide 13: Expenses Improved by 0.8 Percentage Points
13 KEY FINANCIALS. EXPENSES IMPROVED BY 0.8 PERCENTAGE POINTS. OPERATIONS WELL-CONTROLLED DURING SURGE IN DEMAND. Selling & distribution costs (0.1%) in percentage of sales 0.2% 0.2% 0.5% (18.6%) (17.8%) Shipping, Operational 2019 Marketing Packaging and Other 2020 Labour Payments
Slide 14: Adj. EBITDA Up 35.2M in One Year
14 KEY FINANCIALS. ADJ. EBITDA UP 35.2M IN ONE YEAR AND MARGIN 4.1PP. Adjusted EBITDA in EUR million Q4 vs. Q4 FY 2019 vs. FY 2020 and as percentage of sales –2.8% 21.6M 6.1M 2.3% (13.6M) 2.2% (1.0%) (1.9%) (1.8M) Q4/2019 Q4/2020 FY 2019 FY 2020
Slide 15: Shop Apotheke Is Solidly Financed
15 KEY FINANCIALS. SHOP APOTHEKE IS SOLIDLY FINANCED. > 300 Operating cash flow. A positive EUR 18M in 2020. (1) 128 Investments. New logistics centre / head- 113 19 office in NL and IT. (53) 50 Financing. The net of April 7 capital raise and interest and earlier redemption of 2023 convertible bond.
Slide 16: Creating a Sustainable Future
16 CREATING A SUSTAINABLE FUTURE. WHAT WE ACHIEVED IN 2020. • UN GLOBAL COMPACT PARTICIPANT, JAN 2020. • JOINED LEADERS FOR CLIMATE ACTION WELL BELOW 2°, MAR 2020. • UPGRADED BY MSCI ESG RATING TO TRIPLE B, JUL 2020. • SHOP APOTHEKE EUROPE CLIMATE NEUTRAL, OCT 2020. • REDUCING CO2: BETTER BY 15% PER
Slide 17: 2021 Guidance and Long-Term Guidance
17 LOOKING FORWARD. 2021 GUIDANCE AND RE-ITERATE LONG-TERM GUIDANCE. Full-year organically driven sales growth: around 20% growth or more. Full-year adjusted EBITDA margin: in the range of 2.3% – 2.8%. Full-year CAPEX: around 3.5% of sales. Long-term target profitability unchanged: in excess of 6% E
Slide 18: Developing from a Pure Online Retailer to a Customer-Centric E-Pharmacy Platform
18 … TO A DEVELOPING CUSTOMER- FROM A PURE CENTRIC ONLINE RETAILER … E-PHARMACY PLATFORM.
Slide 19: Latest Developments, Year to Date
19 HIGHLIGHTS. LATEST DEVELOPMENTS, YEAR TO DATE Growth momentum continues: Q1 revenues up +22.5% to EUR 284 million, number of active customers increased by 500k to 6.8 million. Execution of strategy: eRx first, expansion of digital medication management by the acquisition of SMARTPATIENT, Now!, an
Slide 20: Report on Corporate Governance Structure and Dutch Corporate Governance Code
20 2.b. REPORT REGARDING THE OUTLINES OF THE CORPORATE GOVERNANCE STRUCTURE AND COMPLIANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE. (discussion item) –––– There have been no substantial changes in the Company's corporate governance structure during the financial year 2020. It is proposed to amend t
Slide 21: Report on Corporate Governance Structure and Dutch Corporate Governance Code
21 2.b. REPORT REGARDING THE OUTLINES OF THE CORPORATE GOVERNANCE STRUCTURE AND COMPLIANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE. (discussion item) –––– Due to the growth and the size of the Company, not all provisions of the Dutch Corporate Governance Code 2016 have been implemented yet. The Com
Slide 22: Report on Corporate Governance Structure and Dutch Corporate Governance Code
22 2.b. REPORT REGARDING THE OUTLINES OF THE CORPORATE GOVERNANCE STRUCTURE AND COMPLIANCE WITH THE DUTCH CORPORATE GOVERNANCE CODE. (discussion item) –––– In line with the underlying principles of the Dutch Corporate Governance Code, the Company acknowledges the importance of good entrepreneurship
Slide 23: Remuneration Report, Audit, Annual Accounts 2020 and Dividend
23 3. REMUNERATION REPORT, AUDIT, ADOPTION OF ANNUAL ACCOUNTS 2020 AND DIVIDEND. 3.a. –––– Remuneration report for the financial year 2020. (advisory voting item) 3.b. –––– Explanation by the external auditor of the audit approach in relation to the 2020 annual accounts and the report of the Managin
Slide 24: Remuneration Report for the Financial Year 2020
24 3.a. REMUNERATION REPORT FOR THE FINANCIAL YEAR 2020. (advisory voting item) –––– The remuneration report for the Managing Board and the Supervisory Board for the financial year 2020 is included on pages 36 up to and including 41 of the Annual Report 2020. The chairman mentions that the Company h
Slide 25: Remuneration Report for the Financial Year 2020
25 3.a. REMUNERATION REPORT FOR THE FINANCIAL YEAR 2020. (advisory voting item) –––– The Supervisory Board performed a review, analysis and evaluation of the 2020 Remuneration Policy and of the suggestions and feedback received from the Company’s shareholders and institutional investors. Following t
Slide 26: Explanation by the External Auditor of the Audit Approach
26 3.b. EXPLANATION BY THE EXTERNAL AUDITOR OF THE AUDIT APPROACH IN RELATION TO THE 2020 ANNUAL ACCOUNTS AND THE REPORT OF THE MANAGING BOARD. (discussion item)
Slide 27: Presentation audit conclusions
Presentation audit conclusions to
Slide 28: Audit conclusions 2020
Audit conclusions 2020 § Introduction § Materiality § Scope of group audit § Our key audit matters § Report on other information § ESEF § Our opinion 28
Slide 29: Adoption of the Annual Accounts for the Financial Year 2020
29 3.c. ADOPTION OF THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR 2020. (voting item) –––– It is proposed to adopt the annual accounts for the financial year 2020. On 2 March 2021, the members of the Managing Board and the Supervisory Board signed the annual accounts for the financial year 2020 drawn u
Slide 30: Reservation and Dividend Policy
30 3.d. RESERVATION AND DIVIDEND POLICY. (discussion item) –––– Due to the Company's growth and online pharmacy leadership strategy, current results and cash generation are not yet positive and therefore lead to a decrease of other reserves. Bottomline, the Company is still loss-making. Therefore, t
Slide 31: Proposal to Allocate the Results of the Financial Year 2020
31 3.e. PROPOSAL TO ALLOCATE THE RESULTS OF THE FINANCIAL YEAR 2020. (voting item) –––– It is proposed by the Managing Board, with the prior approval of the Supervisory Board and in accordance with the Company's reservation and dividend policy, to allocate the results for the financial year 2020 to
Slide 32: Discharge
32 4. DISCHARGE. 4.a. –––– Discharge from liability of all members of the Managing Board for the performance of their duties during the past financial year. (voting item) 4.b. –––– Discharge from liability of all members of the Supervisory Board for the performance of their duties during the past fi
Slide 33: Discharge of Managing Board Members
33 4.a. DISCHARGE FROM LIABILITY OF ALL MEMBERS OF THE MANAGING BOARD FOR THE PERFORMANCE OF THEIR DUTIES DURING THE PAST FINANCIAL YEAR. (voting item) –––– It is proposed to grant discharge to all members of the Managing Board from liability for their management and conducted policy during the fina
Slide 34: Discharge of Supervisory Board Members
34 4.b. DISCHARGE FROM LIABILITY OF ALL MEMBERS OF THE SUPERVISORY BOARD FOR THE PERFORMANCE OF THEIR DUTIES DURING THE PAST FINANCIAL YEAR. (voting item) –––– It is proposed to grant discharge to all members of the Supervisory Board from liability for their supervision on the (policies of the) Mana
Slide 35: Re-appointment of Mazars Accountants N.V. as External Auditor
35 5. RE-APPOINTMENT OF MAZARS ACCOUNTANTS N.V. AS EXTERNAL AUDITOR OF THE COMPANY TO AUDIT THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2021. (voting item) –––– It is proposed to re-appoint Mazars Accountants N.V. as the external auditor of the Company charged with t
Slide 36: Composition of the Supervisory Board, Fees and Remuneration Policy
36 6. COMPOSITION OF THE SUPERVISORY BOARD, THEIR FIXED ANNUAL BASE FEES AND AMENDMENT TO REMUNERATION POLICY 2020. 6.a. –––– Notice of resignation of Mr. Jan Pyttel as a member of the Supervisory Board. (discussion item) 6.b. –––– Final discharge from liability of Mr. Jan Pyttel for the performance
Slide 37: Notice of Resignation of Mr. Jan Pyttel
37 6.a. NOTICE OF RESIGNATION OF MR. JAN PYTTEL AS A MEMBER OF THE SUPERVISORY BOARD. (discussion item) –––– Mr. Jan Pyttel will be resigning as member of the Supervisory Board after being the chairman of the Supervisory Board since 23 September 2016. His resignation will take effect immediately aft
Slide 38: Final Discharge of Mr. Jan Pyttel
38 6.b. FINAL DISCHARGE FROM LIABILITY OF MR. JAN PYTTEL FOR THE PERFORMANCE OF HIS DUTIES AS MEMBER OF THE SUPERVISORY BOARD. (voting item) –––– It is proposed to grant final discharge to Mr. Jan Pyttel from liability for the supervision on the (policies of the) Managing Board performed by him up t
Slide 39: Appointment of Ms. Henriette Peucker to the Supervisory Board
39 6.c. APPOINTMENT OF MS. HENRIETTE PEUCKER AS A MEMBER OF THE SUPERVISORY BOARD. (voting item) –––– In accordance with article 20 of the Articles of Association, and by way of non-binding nomination of the Supervisory Board, it is proposed to the general meeting to appoint Ms. Henriette Peucker as
Slide 40: Proposal to Increase Supervisory Board Base Fees
40 6.d. PROPOSAL TO INCREASE THE FIXED ANNUAL BASE FEES OF THE SUPERVISORY BOARD. (voting item) –––– It is proposed to increase the fixed annual base fee of the members of the Supervisory Board, which they receive to compensate them for their services for the Company, with effect as per the date of
Slide 41: Amendment to the 2020 Remuneration Policy
41 6.e. APPROVAL OF ONE AMENDMENT TO THE 2020 REMUNERATION POLICY, SPECIFICALLY FOR THE INCREASE OF THE FIXED ANNUAL BASE FEES OF THE SUPERVISORY BOARD, AND ADOPTION OF SUCH AMENDED 2020 REMUNERATION POLICY. –––– (voting item) It is proposed to amend paragraph 3.8 of the 2020 Remuneration Policy to
Slide 42: Designation Regarding Issue of Shares and Pre-emptive Rights
42 7. DESIGNATION REGARDING THE ISSUE OF SHARES, THE GRANTING OF RIGHTS TO ACQUIRE SHARES AND THE RESTRICTION OR EXCLUSION OF PRE-EMPTIVE RIGHTS. 7.a. –––– Revocation of the current designation of the Managing Board as the corporate body authorised to issue shares and/or grant rights to acquire shar
Slide 43: Revocation of Current Designation to Issue Shares
43 7.a. REVOCATION OF THE CURRENT DESIGNATION OF THE MANAGING BOARD AS THE CORPORATE BODY AUTHORISED TO ISSUE SHARES AND/OR GRANT RIGHTS TO ACQUIRE SHARES SUBJECT TO CERTAIN CONDITIONS. (voting item) –––– As part of the Company’s management and employee stock option plan (the “2018 ESOP”) and the su
Slide 44: Revocation of Designation to Restrict Pre-emptive Rights
44 7.b. REVOCATION OF THE CURRENT DESIGNATION OF THE MANAGING BOARD AS THE CORPORATE BODY AUTHORISED TO RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS UPON THE ISSUE OF SHARES AND/OR THE GRANTING OF RIGHTS TO ACQUIRE SHARES AS DESCRIBED UNDER AGENDA ITEM 7.A. SUBJECT TO CERTAIN CONDITIONS. (voting item)
Slide 45: Designation of Managing Board to Issue Shares
45 7.c. DESIGNATION OF THE MANAGING BOARD AS THE CORPORATE BODY AUTHORISED TO ISSUE SHARES AND/OR GRANT RIGHTS TO ACQUIRE SHARES SUBJECT TO CERTAIN CONDITIONS. (voting item) –––– It is proposed that the general meeting appoints the Managing Board for a period of five years as from the date of this m
Slide 46: Designation to Restrict or Exclude Pre-emptive Rights
46 7.d. DESIGNATION OF THE MANAGING BOARD AS THE CORPORATE BODY AUTHORISED TO RESTRICT OR EXCLUDE THE PRE-EMPTIVE RIGHTS UPON THE ISSUE OF SHARES AND/OR THE GRANTING OF RIGHTS TO ACQUIRE SHARES AS DESCRIBED UNDER AGENDA ITEM 7.C. SUBJECT TO CERTAIN CONDITIONS. (voting item) –––– It is proposed that
Slide 47: Designation to Grant Rights under the 2019 ESOP
47 7.e. DESIGNATION OF THE MANAGING BOARD AS THE CORPORATE BODY AUTHORISED TO GRANT RIGHTS TO ACQUIRE SHARES UNDER, PURSUANT TO AND IN CONNECTION WITH THE 2019 ESOP. (voting item) –––– During the annual general meeting held on 30 April 2020, the general meeting approved to authorise the Managing Boa
Slide 48: Prolongation of Authorisation to Repurchase Shares
48 8. PROLONGATION OF THE AUTHORISATION OF THE MANAGING BOARD TO REPURCHASE SHARES IN THE COMPANY'S OWN SHARE CAPITAL. (voting item) –––– It is proposed that the general meeting authorises the Managing Board to repurchase shares, on the stock exchange or otherwise, for a period of 18 months as from
Slide 49: Amendment of the Articles of Association
49 9. AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY. (voting item) –––– It is proposed to amend the articles of association of the Company. The amendment of the Company’s articles of association has been proposed by the Managing Board, which proposal has been approved by the Supervisory Bo
Slide 50: Questions and Any Other Business
50 10. QUESTIONS AND ANY OTHER BUSINESS.
Slide 51: Voting Results
51 VOTING RESULTS.
Slide 52: Closing
52 11. CLOSING.
Slide 53: Disclaimer
53 DISCLAIMER. [to be update by Shop Apotheke?] 53 THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. IMPORTANT NOTICE The information contained in this Presentation has b
Slide 54: Backup
54 BACKUP.
Slide 55: Consolidated Segment Financials
Considering extraordinary items this translates into a EUR – 13.6 million in 2019. Relative to sales, the adjusted profit margin improved from 18.9 % to 22.0 % The increase positive adjusted EBIT of EUR 5.6 million after an adjust- Revenues and earnings by segment. EBITDA-margin for the Group improv
Slide 56: Consolidated Statement of Profit and Loss
CONSOLIDATED STATEMENT 56 OF PROFIT AND LOSS. CONSOLIDATED STATEMENT OF PROFIT AND LOSS. For the year ended 31 December 2020 For the year ended 31 December 2020 Period ended Period ended Notes 31. 12. 2020 31. 12. 2019 EUR 1,000 EUR 1,000 Revenue 5 968,062 701,010 Cost of sales – 748,534 – 563,329 G
Slide 57: Consolidated Statement of Financial Position
Intangible assets 204,661 199,850 CONSOLIDATED STATEMENT CONSOLIDATED STATEMENT Deferred tax assets 120 120 Other financial assets 1,730 57 2,500 Investments in equity-accounted joint ventures 1,151 1,105 OF FINANCIAL POSITION. OF FINANCIAL POSITION. Investments in associates 605 402 Investments in
Slide 58: Consolidated Statement of Cash Flows
CONSOLIDATED STATEMENT 58 OF CASH FLOWS. CONSOLIDATED STATEMENT OF CASH FLOWS. For the year ended 31 December 2020 For the year ended 31 December 2020 Period ended Period ended Period ended Period ended 31. 12. 2020 31. 12. 2019 31. 12. 2020 31. 12. 2019 EUR 1,000 EUR 1,000 EUR 1,000 EUR 1,000 Cash
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