2020

02.04.2020 – Zur Rose Group AG

Zur Rose Group AG publishes invitation to the Annual General Meeting on 23 April 2020

Zur Rose Group AG / Key word(s): AGMEGM
Zur Rose Group AG publishes invitation to the Annual General Meeting on 23
April 2020

02.04.2020 / 06:45

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Press release

Zur Rose Group AG publishes invitation to the Annual General Meeting on 23
April 2020

Zur Rose Group AG today has published the invitation to the Annual General
Meeting on 23 April 2020. As a result of the extraordinary situation related
to the COVID-19 pandemic, this year's Annual General Meeting will be held in
accordance with the Ordinance of the Federal Council on Measures to Combat
the Coronavirus. Given the measures currently in force, the personal
attendance of shareholders at the Annual General Meeting on site will not be
possible. Shareholders may only be represented by the independent voting
rights representative. The Board of Directors regrets not being able to
welcome the shareholders to the Annual General Meeting this year and
requests the shareholders to make use of the option to be represented by the
independent voting rights representative.

In addition to the standard agenda items of the Annual General Meeting, a
proposal for creation of authorized share capital with a nominal value of
CHF 39,329,880 as well as a proposal for the creation of additional
conditional share capital for financing, acquisitions and other purposes
pursuant to which 1,310,996 fully paid up registered shares can be issued
are on the agenda of this year's Annual General Meeting. The existing
authorized capital in the Articles of Association expired on 19 June 2019.
The Board of Directors is proposing to create again authorized capital in
order to maintain the financial flexibility of Zur Rose Group AG. The
authorized capital proposed is equivalent to 15 percent of the registered
share capital of the company, which is in line with comparable companies.

In connection with the placement on March 26, 2020 of CHF 175 million
convertible bonds due 2025, the available existing conditional capital of
the company will be largely used up. To maintain the financial flexibility
of the Company the Board of Directors proposes creating additional
conditional capital for financing, acquisitions and other purposes pursuant
to which 1,310,996 registered shares can be issued. The proposed conditional
capital corresponds to 15 percent of the registered share capital of the
company, which is in line with comparable companies.

By proposing the simultaneous creation of authorized capital and conditional
capital, the Board of Directors wishes to ensure that it has the flexibility
to use the appropriate financing instrument in each case. At the same time,
the total number of shares that can be issued from authorized and
conditional share capital shall be limited to 15 percent of the currently
registered share capital (corresponding to 1,310,996 registered shares).
Consequently, the Board of Directors proposes the creation of a new
provision in the Articles of Association pursuant to which the total number
of shares which may be issued from (i) authorized share capital where the
preemptive rights were restricted or excluded and from (ii) the new
conditional capital for financing, acquisitions and other purposes where the
advance subscription rights were restricted or excluded will be limited to
1,310,996 registered shares.

The invitation to the Annual General Meeting of Zur Rose Group AG with the
full agenda, proposals and explanations of the Board of Directors plus
further information is available at www.zurrosegroup.com | Investors & Media
| General Meeting or at the following link
https://www.zurrosegroup.com/websites/zurrosegroup/English/2070/general-meeting-of-shareholders.html

The voting results will be published by press release and at
www.zurrosegroup.com/en, "Investors & Media", "Press Releases" shortly after
the Annual General Meeting.

Investors and analyst contact
Marcel Ziwica, Chief Financial Officer
Email: ir@zurrose.com, phone: +41 58 810 11 49

Media contact
Lisa Lüthi, Head of Group Communications
Email: media@zurrose.com, phone: +41 52 724 08 14

Agenda
16 April 2020 First Quarter Trading Update
23 April 2020 Annual General Meeting
19 August 2020 Half-Year Results
21 October 2020 Q3 Trading Update

Zur Rose Group

The Swiss Zur Rose Group is Europe's largest e-commerce pharmacy and one of
the leading medical wholesalers in Switzerland. It also operates the leading
marketplace in southern Europe for consumer health, beauty and personal care
products commonly sold in pharmacies. The company is internationally present
with strong brands, including Germany's best-known pharmacy brand DocMorris.
Zur Rose employs more than 1,800 people at sites in Switzerland, Germany,
the Netherlands, Spain and France. In 2019 it generated revenue of CHF 1,569
million (including medpex) and has around seven million active customers in
core European markets.

With its business model, the Zur Rose Group offers high-quality, safe and
cost-effective pharmaceutical care. It is also characterized by the
continuous further development of digital services in the field of drug
management using AI-supported applications and new technology. Zur Rose is
furthermore actively driving ahead its positioning as a comprehensive
provider of healthcare services. By creating a digital healthcare platform -
the Zur Rose ecosystem - it networks products and digital services from
qualified providers. The contribution made by Zur Rose will be to take these
offerings to customers and patients and to make a relevant selection. The
aim is to provide people with a seamless accompaniment and empower them to
manage their own health optimally using products and digital solutions.

The shares of Zur Rose Group AG are listed on the SIX Swiss Exchange
(securities number 4261528, ISIN CH0042615283, ticker ROSE). For further
information please see zurrosegroup.com.


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