Shop Apotheke Europe N : Convocation (including Agenda, Explanatory Notes and General Information)

CONVOCATION OF THE ANNUAL GENERAL MEETING OF SHOP APOTHEKE

EUROPE N.V. TO BE HELD PHYSICALLY AND VIRTUALLY ON 26 APRIL 2023

Shop Apotheke Europe N.V. (the "Company"), a public limited liability company incorporated and existing under the laws of The Netherlands, hereby invites its shareholders to attend the 2023 annual general meeting of the Company ("2023 AGM") to be held on Wednesday, 26 April 2023 at 10:00 CEST. The 2023 AGM will be a hybrid meeting, meaning that shareholders are invited to attend the meeting either physically or virtually.

This convocation notice is divided into three sections:

1. Agenda
2. Explanatory notes to the agenda
3. General information

Further instructions on how to attend the 2023 AGM can be found under section 3 (General information).

This convocation notice has to be read in conjunction with the following documents, which are attached hereto:

1. Annual report for the financial year 2022
2. Annual accounts for the financial year 2022
3. Proposed new stock option plan for the members of the Managing Board
4. Proposed amended articles of association of the Company
5. Proposed amended remuneration policy for the Supervisory Board
6. Main terms of the employment agreement of the new member of the Managing Board
7. Hybrid Meetings Policy

Shop Apotheke Europe N.V.

The managing board

15 March 2023

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1. AGENDA

1. Opening
2. Report of the Managing Board
3. 1. Report of the Managing Board regarding the financial year 2022 (discussion item)
   2. Report regarding the outlines of the corporate governance structure and compliance with the Dutch Corporate Governance Code (discussion item)
   3. Report regarding the progress and achievements of the Company's ESG activities
      (discussion item)
4. Annual accounts 2022
5. 1. Remuneration report for the financial year 2022 (advisory voting item)
   2. Explanation by the external auditor of the audit approach in relation to the 2022 annual accounts and the report of the Managing Board (discussion item)
   3. Adoption of the annual accounts for the financial year 2022 (voting item)
   4. Reservation and dividend policy (discussion item)
   5. Proposal to allocate the results of the financial year 2022 (voting item)
6. Discharge
7. 1. Discharge from liability of all members of the Managing Board for the performance of their duties during the past financial year (voting item)
   2. Discharge from liability of all members of the Supervisory Board for the performance of their duties during the past financial year (voting item)
8. Re-appointmentof the external auditor
9. 1. Re-appointmentof Mazars Accountants N.V. as external auditor of the Company to

audit the annual accounts of the Company for the financial year ending

1. 31 December 2023 (voting item)

2. Composition of the Supervisory Board
3. 1. Re-appointmentof Mr. Björn Söder as a member of the Supervisory Board (voting item)
   2. Re-appointmentof Mr. Frank Köhler as a member of the Supervisory Board (voting item)
   3. Re-appointmentof Mr. Jérôme Cochet as a member of the Supervisory Board (voting item)
4. Composition of the Managing Board
5. 1. Final discharge from liability of Mr. Stefan Feltens for the performance of his duties as a member of the Managing Board (voting item)
   2. Appointment of Mr. Olaf Heinrich as a member of the Managing Board and CEO of the Company (voting item)

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1. 1. Re-appointmentof Mr. Marc Fischer as a member of the Managing Board (voting item)
   2. Re-appointmentof Mr. Stephan Weber as a member of the Managing Board (voting item)
   3. Re-appointmentof Ms. Theresa Holler as a member of the Managing Board (voting item)
2. Approval and adoption of the 2023 Stock Option Plan
3. 1. Approval and adoption of the 2023 stock option plan for the members of the Managing Board to replace existing stock option plan for the members of the Managing Board (voting item)
4. Designation regarding the granting of (rights to acquire) shares
5. 1. Designation of the Supervisory Board as the corporate body authorised to grant (rights to acquire) shares under, pursuant to and in connection with the 2023 stock option plan for the members of the Managing Board (voting item)
   2. 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)
6. Authorisation to repurchase shares
7. 1. Prolongation of the authorisation of the Managing Board to repurchase shares in the Company's own share capital (voting item)
8. Amendment of the articles of association to change the statutory name of the Company
9. 1. Amendment of the Company's articles of association to reflect the envisioned change in the Company's statutory name (voting item)
10. Amendment of the Remuneration Policy for the Supervisory Board
11. 1. Amendment of the Company's remuneration policy to reflect certain changes concerning the reimbursement of travel expenses and entitlements to committee membership fees (voting item)
12. Questions and any other business
13. Closing

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2. EXPLANATORY NOTES TO THE AGENDA Agenda item 1: Opening

Report of the Managing Board

Agenda item 2.a.: Report of the Managing Board regarding the financial year 2022 (discussion item)

The managing board of the Company (the "Managing Board") will first give a presentation regarding the performance of the Company in 2022 as presented and described in the annual accounts and in the report of the Managing Board for the financial year 2022. The shareholders will then be invited to discuss the annual accounts and the report of the Managing Board for the financial year 2022.

Agenda item 2.b.: Report regarding the outlines of the corporate governance structure and

compliance with the Dutch Corporate Governance Code (discussion item)

A presentation will be given regarding the outlines of the Company's corporate governance structure and the Company's compliance with the Dutch Corporate Governance Code. Following the presentation, the shareholders will be invited to discuss the Company's corporate governance structure and the Company's compliance with the Dutch Corporate Governance Code.

Agenda item 2.c.: Report regarding the progress and achievements of the Company's ESG activities

(discussion item)

A presentation will be given regarding the progress and achievements of the Company's Environmental, Social, and Governance ("ESG") activities. The shareholders will subsequently be invited to discuss the Company's progress and achievements on ESG activities.

Annual accounts 2022

Agenda item 3.a.: Remuneration report for the financial year 2022 (advisory voting item)

The supervisory board of the Company (the "Supervisory Board") has drawn up the Company's remuneration report for the financial year 2022. The remuneration report is submitted to the shareholders for a non-binding advisory vote in accordance with Section 2:135b subsection 2 of the Dutch Civil Code. It is proposed to approve the remuneration report for the financial year 2022.

Shareholders who wish to provide a positive advice should vote "for" in the proxy voting form that will be made available on the Company's corporate website. If shareholders vote "against" in the proxy form, that will mean that those shareholders provide a negative advice with respect to the

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Company's remuneration report for the financial year 2022. To enable the advisory vote, the Supervisory Board will give a presentation of the 2022 remuneration report that is included in the Company's annual report for the financial year 2022. Following the presentation of the Supervisory Board, the shareholders will be invited to share their views regarding the Company's remuneration report and the Company's implementation of the remuneration policy for the members of the Managing Board as amended from time to time (the "MB Remuneration Policy") and the remuneration policy for the members of the Supervisory Board as amended from time to time (the "SB Remuneration Policy" and together with the MB Remuneration Policy, the "Remuneration Policy").

In the remuneration report for the financial year 2023, the Company will explain how the advisory vote of the general meeting at the 2023 AGM has been taken into account.

Agenda item 3.b.: Explanation by the external auditor of the audit approach in relation to the 2022 annual accounts and the report of the Managing Board (discussion item)

The external auditor of the Company, Mazars Accountants N.V., will explain the audit approach. Following the explanation of the external auditor, the shareholders will be invited to discuss the audit approach.

Agenda item 3.c.: Adoption of the annual accounts for the financial year 2022 (voting item)

The Company's annual accounts for the financial year 2022 were drawn up by the Managing Board and signed by the members of the Managing Board and the Supervisory Board. Mazars Accountants N.V., has audited the annual accounts for the financial year 2022 and has issued an unqualified auditor's opinion thereon. The report of the Supervisory Board is also included in the annual accounts for the financial year 2022.

The annual accounts for the financial year 2022 were published on 7 March 2023 and are submitted for adoption by the general meeting in the 2023 AGM. It is proposed to adopt the annual accounts for the financial year 2022.

Agenda item 3.d.: Reservation and dividend policy (discussion item)

The Managing Board will give a presentation regarding the Company's reservation and dividend policy for the financial year 2022. Following the presentation, the shareholders will be invited to discuss the reservation and dividend policy.

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