2020

20.04.2020 – Zur Rose Group AG

Zur Rose Group AG publishes adjusted proposal for the creation of authorized share capital and withdraws the agenda item relating to the creation of additional conditional capital for the Annual General Meeting 2020

Zur Rose Group AG / Key word(s): AGMEGM
Zur Rose Group AG publishes adjusted proposal for the creation of authorized
share capital and withdraws the agenda item relating to the creation of
additional conditional capital for the Annual General Meeting 2020

20.04.2020 / 07:00

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Press release

Zur Rose Group AG publishes adjusted proposal for the creation of authorized
share capital and withdraws the agenda item relating to the creation of
additional conditional capital for the Annual General Meeting 2020

Zur Rose Group AG published on 2 April 2020 the invitation to the Annual
General Meeting on 23 April 2020. Following a reevaluation, the Board of
Director has published today an adjustment of the proposal for the creation
of authorized share capital (agenda item 4) and the withdrawal of the agenda
item relating to the creation of additional conditional capital for
financing, acquisitions and other purposes (agenda item 5).

The Board of Directors initially included in the invitation to the Annual
General Meeting a proposal for the 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. Instead, the Board of Directors is now proposing the creation of
authorized share capital with a reduced nominal value of CHF 26,219,910. The
newly proposed authorized capital corresponds to 10 percent of the
registered share capital of the company. In addition, the Board of Directors
withdraws the proposal for the creation of additional conditional capital.

Accordingly, the Board of Directors adjusted its proposal for agenda item 4
(creation of authorized share capital (amendment of Articles of
Association)) as follows:

The Board of Directors proposes creating authorized share capital with a
nominal value of CHF 26,219,910 for a period of two years up to 23 April
2022 and amending Article 3a paragraph 1 of the Articles of Association for
this purpose as follows:

The Board of Directors is authorized to increase the share capital, at any
time until 23 April 2022 by a maximum amount of CHF 26,219,910.00 by issuing
a maximum of 873,997 fully paid up shares with a par value of CHF 30.00
each. An increase of the share capital in partial amounts shall be
permissible.

Paragraphs 2 to 4 of Article 3a of the Articles of Association remain
unchanged.

Besides agenda item 5 (creation of additional conditional capital for
financing, acquisitions and other purposes), which would have included the
insertion of a new art. 3d in the Articles of Association and which has been
withdrawn, all other proposals of the Board of Directors remain unchanged.

Shareholders who have already issued instructions to the independent voting
rights representative and do not wish to change them do not need to take any
additional action. Their respective instructions to the independent voting
rights representative are deemed to also be valid for the adjusted proposal
to agenda item 4. Shareholders who have already issued instructions to the
independent voting rights representative and want to change such
instructions can do so through the online platform by using the existing
access data or by requesting until 21 April 2020 a new proxy form with the
access data to the online platform from Lisa Lüthi, media@zurrose.com, +41
52 724 08 14. Any changes to instructions issued to the voting rights
representative must be submitted by Wednesday, 22 April 2020 at 17:00 CET.

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
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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