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

EQS Group-News: Zur Rose Group AG / Key word(s): AGMEGM
20.04.2020 / 07:00

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.

End of Corporate News