Shop Apotheke Europe N : Voting Proxy and Voting Instruction

Annual General Meeting of Shop Apotheke Europe N.V. to be held on 26 April 2023

Voting proxy and voting instruction

The annual general meeting of shareholders of Shop Apotheke Europe N.V. (the "Company") is scheduled to be held on Wednesday, 26 April 2023 at 10:00 CEST at the Company's headquarters, Erik de Rodeweg 11-13, Sevenum, the Netherlands (the "AGM"). The AGM will be held in hybrid form, meaning that shareholders are given the option to participate in the AGM in person or virtually through the online platform provided by the Company's service provider Better Orange IR & HV AG (such online platform, the "Virtual AGM Platform").

Shareholder who wish to vote in advance of the AGM or wish to appoint a proxy to vote on their behalf can authorise (a) the Company's proxy or (b) a designated third party to exercise their voting rights in accordance with the voting instruction below. Shareholders who wish to make use of this option should ensure that they have registered on time for the AGM in accordance with Section 3 (General Information) of the convocation notice.

Shareholders are requested to ensure that this electronic voting proxy and voting instruction is completed and duly submitted via the Virtual AGM Platform by no later than 18:00 CEST on Thursday, 20 April 2023.

Proxy for the AGM

The undersigned:

(if the shareholder is a private person)

Name (first name and surname):

Address

Postal code and city

Country

Passport number1 and country of issue

Number of shares held in the Company on the Record Date (i.e. at 18:00 CET on 29 March 2023)2

(if the shareholder is a legal entity)

Company name:

Office address

Legal representative(s)3

Passport number4 and country of issue

Number of shares held in the Company on the Record Date (i.e. at 18:00 CET on 29 March 2023)

hereinafter referred to as the "Shareholder", hereby grants a power of attorney to:

• the proxy of the Company, being Mr. Torsten Fues, employee of Better Orange IR & HV AG, Munich, Germany; or
• the following person:

Name (first name and surname):

Address

1. Please attach copy of valid passport.
2. After processing of all settlement of that day.
3. Please attach documents evidencing that the representative(s)/signator(y)(ies) is/are authorised to represent the legal entity (e.g. copy of the excerpt of the trade register evidencing the authority).
4. Please attach copy of valid passport.

Postal code and city

Country

hereinafter referred to as the "Proxy Holder",

to attend the AGM on behalf of the Shareholder either in person or via the Virtual AGM Platform, to participate in deliberations, speak, exercise voting rights that are connected to all the shares held by the Shareholder in respect of the items on the agenda for the AGM in accordance with the voting instruction below, and do whatever the Proxy Holder may deem necessary, all with the authority of substitution.

The Shareholder hereby agrees to indemnify and to hold harmless the Proxy Holder against any claims, actions or proceedings made against the Proxy Holder and against any damages, costs and expenses that the Proxy Holder might incur in connection with this power of attorney.

This power of attorney is governed by Dutch law. Disputes, if any, with respect to this power of attorney shall be exclusively submitted to the competent court in The Netherlands.

In the event that the Shareholder later decides to attend and participate in, and vote during, the AGM either in person or via the Virtual AGM Platform, he/she/it has the possibility to withdraw this power of attorney and voting instruction prior to the date of the AGM (i.e. 26 April 2023) by notifying the Company by email ([e-mail])and Better Orange IR & HV AG via the Virtual AGM Platform.

Voting instruction

For a valid vote, only mark one box per voting item. In the event that this power of attorney is granted without voting instruction, it shall be deemed to be a voting instruction in favour of the voting item if the proposal is made by the managing board and/or the supervisory board of the Company where no voting instruction was given, and against the other voting item for all other proposals.

Individual voting instruction for agenda items (voting items only):	FOR	AGAINST	ABSTAIN
Agenda item 3.a.: Remuneration report for the financial year 20225			
Agenda item 3.c.: Adoption of the annual accounts for the financial year 2022			
Agenda item 3.e.: Proposal to allocate the results of the financial year 2022			
Agenda item 4.a.: Discharge from liability of all members of the managing board for the			
performance of their duties during the past financial year
Agenda item 4.b.: Discharge from liability of all members of the supervisory board for the			
performance of their duties during the past financial year
Agenda item 5.a.: 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 2023
Agenda item 6.a.: Re-appointment of Mr. Björn Söder as a member of the supervisory			
board
Agenda item 6.b.: Re-appointment of Mr. Frank Köhler as a member of the supervisory			
board
Agenda item 6.c.: Re-appointment of Mr. Jérôme Cochet as a member of the supervisory			
board
Agenda item 7.a.: Final discharge from liability of Mr. Stefan Feltens for the performance of			
his duties as a member of the managing board
Agenda item 7.b.: Appointment of Mr. Olaf Heinrich as a member of the managing board			
and CEO of the Company
Agenda item 7.c.: Re-appointment of Mr. Marc Fischer as a member of the managing board			
Agenda item 7.d.: Re-appointment of Mr. Stephan Weber as a member of the managing			
board
Agenda item 7.e.: Re-appointment of Ms. Theresa Holler as a member of the managing			
board
Agenda item 8.a.: 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

5If you who wish to provide a positive advice, please mark the "for" box. If you mark the "against" box, that will mean that you wish to provide a negative advice with respect to the Company's remuneration report for the financial year 2022.

Agenda item 9.a.: 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
Agenda item 9.b.: 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			
employee stock option plan
Agenda item 10.a.: Prolongation of the authorisation of the managing board to repurchase			
shares in the Company's own share capital
Agenda item 11.a.: Amendment of the Company's articles of association to reflect the			
envisioned change in the Company's statutory name
Agenda item 12.a.: Amendment of the Company's remuneration policy to reflect certain
changes concerning the reimbursement of travel expenses and entitlements to committee			
membership fees

________________________, ________________	_________________________________________________________
City	Date	Signature(s) (legal representative(s) of) Shareholder

Please state your phone number in case we have any further questions (voluntary):______________________________________

If you have any queries in connection with the above proxy, please contact our hotline at telephone number [phone], from Monday to Friday between 09:00 and 17:00 CEST.