Europe’s leading
one-stop pharmacy,
rewriting the
future of pharmacy.
Annual and Sustainability
Report 2023.
Fast facts:
key figures 2023.
Average
shopping basket size:
€ 59.40
2022: € 58.28
Parcels sent in 2023:
More than
80,000 a day.
Site visits grew by
92 million to 440 million.
Gross margin
at 24.5 %
Repeat orders:
85 %
Sales FY 2023:
€ 1.8 billion
+ 49 %
Active customers:
10.8 million
1.5 million new customers
gained in 2023 (+ 16 %).
NPS
(Net promoter score)
CO
2
emissions per order:
0.837 kg.
71
+ 26 %
3
As Redcare Pharmacy, the only thing that has
changed is our name as we keep our successful
local hero brands alive across Europe.
New corporate
name, great
local brands.
4
Until every human
has their health.
We’re Redcare, Europe’s people-first
pharmacy. We put care at the heart of
everything we do, guiding people through
their health to help turn bad days into
better ones.
Health is everything to us. And we believe it
should be everything to you, too. So, it’s always
our top priority to provide people with the right
products, the right knowledge and the right
services, every day. We’re so much more
than a shop. We’re all about care. So much so,
that we’ve now made it a part of our name.
Over 20 years ago in a local pharmacy in Cologne,
Germany, a young pharmacist had the idea to
digitise the family business. Shop Apotheke was
born. Fast forward to today, and Redcare is Europe’s
leading online pharmacy.
5
Our services are made for everyone.
At our core we are a pharmacy, yet we offer much more than pharmaceutical products.
By taking responsibility for our customers, we also provide services for all stages in
life and health. And that makes us the one-stop pharmacy.
Our marketplace for more variety.
With our marketplace – currently available in Austria and Germany – we offer our
customers a large variety of health related products for more choice, customer
satisfaction and loyalty. Our selected partners benefit from our vast customer base
with high customer loyalty as well as from our easy-to-use technology platform.
Our customer loyalty programme for more benefits.
Loyal customers are rewarded customers. That’s why we created RedPoints.
A special programme offering exclusive deals and promotions as well as the
redemption of RedPoints for exciting rewards or a cash-back.
Our app for more convenience.
Every customer comes with a different preference on how to shop with us.
With our convenient app, we become the pharmacy in people’s pocket –
available at their fingertip whenever they need us.
Our delivery options for more choice.
With our NOW! service, we offer same-day delivery in Germany, Austria and
Belgium thanks to co-operations with local brick and mortar pharmacies. A totally
unique selling point in the online pharmacy sector is the fact that we can deliver
sustainably within 30 minutes in metropolitan areas since our acquisition of GoPuls,
a pioneer in the quick-commerce market.
Our medication management for better adherence.
Digital medication management helps patients to take medication correctly, safely
and conveniently. MyTherapy by smartpatient reminds users of what they have taken.
It also documents medication, measured values and symptoms. Studies conducted
by research partners confirm that MyTherapy has a positive impact on patient
adherence and persistence.
Over 20 years ago in a local pharmacy
in Cologne, Germany, a young
pharmacist had the idea to digitise
the family business.
Fast forward to today, and Redcare
is Europe’s leading online pharmacy.
People and their needs always come first –
including our customers, our employees
and all our stakeholders. To serve them
in the best way we can, we live according
to five actions.
Guiding people
through health.
Repeatedly
strong net
promoter score.
71
Five actions that make a difference.
Driven by customer satisfaction.
Our customer base is continuously growing,
in 2023 it was almost nine times higher than in 2015.
Our customers are the focus of
everything we do every day. To be
able to serve our customers as
a leading online pharmacy in
Europe, it takes more than just
being a good online pharmacy.
We want to offer our customers
the best customer journey. That
is why our business strategy is
based on a platform-based
business model, which offers
We start
everything
with people.
We are a people
business and we
believe: When care
comes first, we all
move forward.
We stay
mission critical.
We are experts.
We take what we do
seriously, demand
accuracy and do it
urgently. Every day.
We open doors for
anyone.
We believe that health
begins with inclusivity
and accessibility.
We try harder,
so more people can
reach their best.
We think in
lifetimes.
Life comes in different
lifestyles and stages.
The same is true for
health. We build what
lasts so we can be
there for life.
We thrive in
change.
We seek out what’s
next, because
people’s health
depends on it.
Number of
active customers
(in millions).
2021
7.9
1.3
2015 2016
1.8
2017
2.4
2018
3.5
2019
4.7
2020
6.3
9.3
2022
the best prospects for more
growth on the one hand and
drives the digitalisation of health-
care on the other. We currently
offer customers in our seven
European markets solutions that
are optimally tailored to local
needs. Our experience and
knowledge of local characteris-
tics play a decisive role in setting
us apart from our competitors.
When care comes first.
10.8
2023
8
Caring across
countries.
In addition to our headquarters in the Dutch
city of Sevenum, we opened our distribution
centre
in Milan in 2022. We also have a
marketing, sales and IT office in Cologne,
a tech hub in Berlin, our French subsidiary
in Lille and the International Customer
Service in Tongeren, Belgium.
Top positions
in Europe:
Market leaders
in Germany,
Austria and
Belgium.
9
Our delivery options
for more choice.
Same-day delivery.
Classic Delivery in 1–2 days.
Zero
emission
bike
delivery.
Instant Delivery
in less than 1 hour.
10
Holding the key
to Europe’s
pharmacy market.
With our presence in seven countries, our expertise and
our tech-driven solutions, we’re best placed to guide investors
through the expanding European online pharmacy market for
Rx medications, OTC and BPC products.
Investment
highlights.
250
Billion
EUROPEAN
PHARMACY MARKET
65
Billion
German
MARKET
Growth.
Europe has a large pharmacy market – estimated to be worth € 250
billion in 2021. Online pharmacies currently capture only a fraction of
this significant market, but the shift to online is progressing across
countries.
With a size approaching € 65 billion, Germany comprises a substantial
portion of this market and the introduction of electronic prescriptions
will broaden our access to it. Many customers in Germany, as well
as six other European countries, already choose Redcare Pharmacy
and our brands.
As the European pharmacy market continues to grow and evolve
towards digital, we are well positioned to offer secure, reliable and
seamless customer journeys to guide people through their health.
Ongoing demographic changes in Europe.
Ever-growing prevalence of chronic conditions among all age
groups.
Higher health awareness and expenditure on health.
Increased digitisation.
Holding the key
to Europe’s
pharmacy market.
We have over 20 years’ experience in the
online pharmacy market and every day over
2000 employees, among them pharmacists,
IT and other experts, work hard to ensure
that our pharmacy meets all the
healthcare
needs of our customers.
With 80 % repeat orders and an average
net promoter score (measure of customer
satisfaction) that is consistently high, we
know we are doing something right. Still,
we continue to innovate and improve our
offering to ensure our customers always
have what they need, and to maintain our
leading position.
Expertise.
Profitability.
11
Our DACH segment has been generating
a positive adj. EBITDA margin over the past
few years, while our international segment
is growing fast and gaining scale. Over the
mid- to long-term, an adj. EBITDA in excess
of 8 % is anticipated for the consolidated
business.
Some of the stepping stones towards
higher profitability are:
Further gains in scale in the International
segment.
Operational and overhead efficiencies.
Electronic scripts (eRx in Germany).
Growth in media income.
Growth in marketplace.
Healthy planet,
healthy people.
Everyone is talking
about net zero. We are
already one step further.
Redcare Pharmacy is leading
the way for a science-based net
zero future. We’re fully committed
to the Paris Climate Agreement
and are doing our bit to limit
global warming to 1.5 °C.
1.5°C
Reduction of scope 1 and 2
emissions by 72 % compared
to 2020 through switching to
83% renewable energy
13
Sustainability comes in many forms. We think in three pillars to help make the world a better place.
A healthy life wouldn’t be possible without a healthy planet, healthy people and healthy employees.
Net zero by 2040. Because we care.
Our climate protection strategy is all about measuring our emissions,
reducing them as fast as possible and offsetting what cannot be reduced immediately.
Care from all angles.
0.837 KG
CO
2
measured
per parcel
– 72 %
Emissions
already achieved,
compared to 2020
own operations
Measure
We rely on advanced climate
research tools to accurately
calculate and report our
greenhouse gas emissions.
Reduce
We’re constantly exploring
new ways to reduce our environ-
mental impact throughout our
entire supply chain.
65,653 T
Offset
since 2020
Offset
We’re offsetting and
compensating our emissions
by investing in certified climate
protection projects.
Four new categories for sustainable products launched:
organic, vegan, without microplastics and natural cosmetics.
Life cycle assessment: Product carbon footprints for more than 1,000 products including our
own brands.
Recycled packaging material share increased to 93 %.
Supplier Code of Conduct launched.
Diversity and Inclusion Policy published.
Extensive mental and physical health programmes for our employees launched.
Achievements in 2023:
Planetary Care
So when it comes to
our economic growth, we’re
working on eliminating any
environmental impacts.
Within Planetary Care, we
hone in on four core topics:
Climate Protection, Circular
Packaging, Sustainable
Products, Green Workplace.
Patient Care
We create positive societal
value through our core
business model that centres
around taking care of
people’s health. We do
this through facilitating
affordable and safe
access
to medication and health
services.
Employee Care
Caring is at the core of our
company’s culture. Looking
after our employees’ health
is our top priority – as well
as ensuring they all get
the same opportunities,
education and development,
regardless of their back-
grounds.
14
Meet our managing board.
Olaf Heinrich
has been CEO of Redcare Pharmacy
since 1 August 2023. Olaf com-
menced his career with the Otto
Group, one of the world’s leading
e-commerce companies, right
after completing his studies. He
then became CEO of DocMorris for
the next twelve years. As a team
player with years of experience
working at board level in a listed
company, he has a deep under-
standing of the digitalisation of the
healthcare systems. Olaf studied
industrial engineering at the TU
Berlin with degrees both in industrial
and electrical engineering.
Stephan Weber
is Chief Commercial Officer (CCO)
and Deputy CEO. He is one of
the founders of Redcare Pharmacy
and has been a member of
the leadership team since the
company’s establishment in 2001.
He studied pharmaceutics at
Bonn’s Rheinische Friedrich-
Wilhelm-University.
Meet our managing board.
15
Jasper Eenhorst
is the company’s Chief Financial
Officer (CFO). He is responsible for
the broad scope of finance func-
tions including investor relations.
Jasper joined the company in 2020,
coming from the global retailer
AholdDelhaize where he last
served as CFO for the rapidly
growing e-commerce unit of Dutch
supermarket chain Albert Heijn.
He studied Business Economics at
the Erasmus University in Rotterdam,
the Netherlands, and at the uni-
versity of Aix/Marseille in France.
Theresa Holler
is Redcare Pharmacy’s Chief
Operating Officer (COO) as well
as its responsible pharmacist.
She studied pharmaceutics in
Mainz, Germany, where she
received her license to practice
pharmacy. Additionally, she also
earned a Master of Science
degree in Consumer Healthcare
from Berlin’s Charité.
Marc Fischer
As Chief Information Officer (CIO),
Marc Fischer is responsible for
Redcare Pharmacy’s technical
operations. The Swiss IT expert
is also one of the company’s
founding members and has served
in various leadership roles since
2002. Marc studied in Switzerland
and earned his degrees in Infor-
mation Technology and Business
Management.
16
The Executive Management of
Redcare Pharmacy looks back on 2023.
In March, a strategic partnership with Galenica,
the leading integrated healthcare provider
in Switzerland was entered to create the leading
online pharmacy in Switzerland.
Finally, the number of e-prescriptions in Germany
kept growing with an increasing acceptance
among healthcare professionals before becoming
mandatory on 1 January 2024.
Enough reasons to close the year on an optimistic
note and to look back …
As part of a completely new branding concept,
Europe’s leading e-pharmacy changed its
corporate name from Shop Apotheke Europe
to Redcare Pharmacy.
On last year’s company’s general meeting,
Olaf Heinrich was appointed Redcare Pharmacy’s
new CEO.
After having crossed the one billion Euro
threshold in 2021, the company almost doubled
its sales just two years later.
Marc Fischer, CIO, Stephan Weber, CCO, Jasper Eenhorst, CFO, Olaf Heinrich, CEO, and Theresa Holler, COO
(from left to right).
Again, it has been a very successful year.
And definitely a very important one in the
company’s history.
Review
2023.
17
Stephan:
Before we look back on the past
year, I am happy to welcome
Olaf to our group. It has been
a tradition for the Executive
Management to gather at the
start of each new year, reflecting
on our journey and achievements
from the past year. Olaf, it is a
real pleasure for us to have you
on board. Your appointment as
CEO brings a wealth of experience
in the European online pharmacy
industry, gained throughout your
years as CEO of DocMorris.
Marc:
And that is hard to find. We’re
particularly excited about your
expertise in helping to digitise
healthcare systems.
“For various reasons, 2023
stands as a defining milestone
in our company’s history.”
Olaf:
It’s a real honour for me to be
part of Redcare Pharmacy and
to lead such a strong company!
I have been impressed by the
growth and value the company
has created for its customers and
shareholders over the years.
Theresa:
Well, it has definitely been very
beneficial that we’ve known
each other for almost 15 years
as members of the European
Association of E-Pharmacies.
18
First and foremost, the Redcare logo symbolises a compass giving direction and orientation.
It also represents an arrow, a heart, a human and an “A”, in reference to the Apotheke, the German
word for pharmacy.
We chose red as our primary colour as a subtle nod to our German pharmacy
heritage. Combine it with the concept of care – the red thread that runs through everything we do –
and the ‘Redcare’ name is born.
Olaf:
And isn’t that good timing?
Just when I started last summer,
Shop Apotheke Europe became
Redcare Pharmacy. I was really
impressed with the name since
it ideally reflects the healthcare
aspect as well as the interna-
tionalisation of our company.
Theresa:
Totally true, Olaf! Changing our
name to Redcare Pharmacy high-
lights our commitment to offering
comprehensive care and guidance
for our customers in all aspects
of their health. We are proud to
be the one-stop pharmacy of the
future. Actually, Redcare Pharmacy
marks the beginning of a new,
exciting era for all of us.
Since September last year, our
webshops in Austria and Germany
have also been updated with
the new Redcare design, aligning
with our local hero brands.
Positive feedback encouraged
us to proceed with the scheduled
relaunches in Switzerland and
France by November. We’re all
very happy about the seamless
transition to our new brand design
and the high acceptance by our
customers and stakeholders.
THE MANAGING BOARD TALKING
ABOUT THE NEW CORPORATE BRAND.
Jasper:
It’s more than just a name change
or a new look. It’s also about our
role as the one-stop pharmacy
guiding people through their
health. We are more than just a
shop. We care about the well-
being of our stakeholders – our
employees, partners, patients and
the planet.
Stephan:
Committed to our vision Until
every human has their health, we
continuously thrive to develop and
optimise a broad range of holistic
services that offer guidance
through individual health journeys.
From medication management for
chronically-ill patients to unique
delivery options and a large,
fairly-priced product portfolio
for our marketplaces, for us care
comes first.
“The introduction of Redcare Pharmacy
marks the beginning of a new,
exciting era for all of us.”
19
Rubrikentitel
“With an EBITDA margin
of 3 %, we achieved
a positive result.”
THE MANAGING BOARD
LOOKING BACK ON THE
FINANCIAL PERFORMAnce.
Jasper:
Despite challenges such as
inflation, the delayed introduction
of e-Rx and supply shortages,
we performed very well. We con-
tinued to deliver high, double-digit
sales growth of 49 % to EUR 1,8
billion while improving our margin
performance to 3 %. Fast growth
across all our countries and
increasing customer loyalty pro-
duced the desired results in terms
of cost efficiencies, alongside
supply chain optimisation and
productivity gains. In line with our
strategy, we have significantly
strengthened our operating
margins by improving effective-
ness and efficiency and bene -
fiting from loyalty and scale.
In August, we raised our full
year guidance.
Olaf:
Our performance remains excep-
tional. There has been a steady
increase in our active customer
base and we have been gaining
market share. Europe’s continuing
shift towards online – including
the growing use of e-prescriptions
in Germany – positions us well
for further growth in both Europe
and the German e-Rx market.
Stephan:
That’s true. Even during tough
economic times in 2023, we
kept growing. We passed the
10 million active customers mark
and expanded our market leader-
ship in various countries, such as
Austria, Belgium and Germany.
Theresa:
And we were able to do this even
in a year that was characterised by
global economic strains. Especially
when it comes to the supply chain
issues we faced – a big thank you
to all our colleagues who helped
us to navigate through these
challenges and eventually con-
tinued to fulfil all our customer
orders efficiently.
Olaf:
Our business model and our finan-
cial stability enable us to withstand
those macro-economic issues.
The convenience, accessibility
and range of services offered by
e-pharmacies will keep attracting
customers who prefer the ease
of online shopping for their
healthcare needs. Although slower
than in the exceptional years of
2020 and 2022, online pharmacies
will still outgrow their offline
counterparts. With the nationwide
mandatory use of e-prescriptions
in Germany it is likely that the
share of prescription medication
sales for online pharmacies will
continuously increase.
“Our business model and financial stability
enable us to withstand macro-economic issues.”
Jasper:
Based on our plans for positioning
our company in the future, general
market trends, and the attractive-
ness of the unit’s economics in our
model, we are confident that we
will further improve our earnings in
the future while continuing to grow
for many years to come.
Our next-generation logistics
centre in Sevenum has helped us
to deliver faster and more cost
effectively thanks to a higher degree
of automation. Increasing income
from our marketplaces, now already
live in Germany and Austria, will
also contribute to an improvement
in the quality of our earnings.
21
Jasper:
Let’s talk about our activities in
Switzerland: In spring 2023, we
entered a strategic partnership
with Galenica, the leading inte-
grated healthcare provider in
Switzerland, to create the leading
online pharmacy in Switzerland by
combining both local businesses.
Olaf:
A real win-win-situation. Both
complement each other very well.
MediService as the leading spe-
cialty pharmacy in Switzerland
with a focus on the mail-order of
prescription drugs and the care
of chronically ill patients. And us
operating a fast-growing digital
health platform in Switzerland
under redcare-apotheke.ch,
former shop-apotheke.ch. Swiss
customers will benefit from the
combined online pharmacy’s
extensive offerings, health and
beauty products as well as pre-
scription medication and special
healthcare services.
Marc:
And here, it all comes together.
Shortly after the strategic partner-
ship with Galenica was success-
fully completed in Q2, we changed
the name of shop-apotheke.ch to
Redcare Apotheke. Following the
successful launch of Redcare as
a consumer brand in Italy and
our corporate name, we then took
the step of changing the name of
our local Swiss web shop.
Theresa:
This means that we are no longer
limited to being an online pharma-
cy, as the name Shop Apotheke
suggests. We are now much more
than that.
Stephan:
Our activities in Switzerland are
a good example of the way we
think. Each European pharmacy
market is unique, requiring tailored
solutions. Our know-how and
experience of local characteristics
play a decisive role in setting us
apart from competitors. And with
our strategic partnership with
Galenica, we ensure to be best
positioned in a very important
European market.
Olaf:
Furthermore, our digital medica-
tion management solutions set
us apart from our competition.
With the support of smartpatient
in Munich, we have launched
various open digital disease
management programmes within
the MyTherapy app for patients
dealing with various chronic
diseases. Many customers now
use this app to better manage
their medication – a remarkable
achievement regarding our role
of being the one-stop pharmacy
guiding people through their
health. The full value of medica-
tion management will certainly
increase continuously in the
future; especially with the wide-
spread adoption of electronic
prescriptions in Germany.
The MyTherapy app developed
by smartpatient offers valuable
support for all those whotake
medication. It reminds users of
what they have taken and do-
cuments medication, measured
values and symptoms.
MyTherapy allows users to easily
share
self-recorded data with
family members, pharmacists or
physicians, using evaluations for
easy
discussion of self-recorded
values. Studies conducted by
research partners confirm that
MyTherapy has a positive impact
on patient adherence.
“Creating the leading
online pharmacy in Switzerland.”
THE MANAGING BOARD
ABOUT THE STRATEGIC
PARTNERSHIP WITH GALENICA.
Medication management
made easy.
Olaf:
As Europe’s leading e-pharmacy,
we are committed to health.
That’s one of the reasons why we
chose care as such a prominent
part of our name. We care about
our patients, employees and the
planet. And we know that this is
becoming increasingly important
to our consumers when they
choose a particular company.
Marc:
Therefore, it is the right thing to
pay more attention to environ-
mental issues and corporate
social responsibility. It will posi-
tively impact our long-term
profitability as well as our ability
to attract and retain talent.
Theresa:
Climate and environmental pro-
tection are an integral part of our
endeavours because, ultimately,
we can all only live a healthy life
on a healthy planet. That is why
we are fully committed to the
1.5-degree target of the Paris
Agreement and have set the goal
achieving net zero by 2040.
Stephan:
Our ambitions to achieve environ-
mental sustainability by reducing
our carbon footprint along our
value chain to net zero by 2040 is
an essential part of our strategy.
In April, we received a MSCI ESG
Rating of AAA, which signifies
our strong commitment to sus-
tainability. We are dedicated to
making a positive impact on the
environment and society as a
whole and we will continue to
build on our sustainability initia-
tives in the future.
Jasper:
Our AAA MSCI ESG rating is just
one example of our sustainability
achievements. We have been
actively replacing shipping boxes
and filling materials with recycled
alternatives, increasing our recy-
cled packaging to 93 %. Through
waste separation initiatives in
co-operation with recycling part-
ners, over 81 % of logistics waste
was recycled last year.
Theresa:
Not to forget that we already
converted all our logistics sites
to 100 % renewable energy, a big
step towards our goal for 2025
to reduce emissions in scope 1
and 2 by 80 %.
Marc:
When it comes to employee care,
one of our sustainability pillars,
I am more than pleased that
we published our diversity and
inclusion policy which can be
found on our corporate site.
Olaf:
Indeed, there’s additional news
to share. Within our commitment
to planetary care, we’ve launched
four new shop categories: organic,
vegan, microplastic-free, and
natural cosmetic products. After
discussing our sustainability
pillars – employee and planetary
care – let’s turn our attention to
patient care now.
22
“Our AAA MSCI ESG rating is
just one example of our
sustainability achievements.”
THE MANAGING BOARD
ON REDCARE’S SUSTAINABLE
DEVELOPMENT.
“We are fully committed to the 1.5-degree
target of the Paris Agreement.”
Olaf:
So, let’s talk about patient care –
there’s some really good news on
a topic that patients have been
waiting a long time for. And we
even more so. We are now where
we would have liked to have been
a few years ago. The e-prescrip-
tion has finally arrived in Germany.
With its mandatory use since
1 January 2024, a decisive step
has been taken in the digitalisation
of the German healthcare system.
Stephan:
It was long overdue, after more
than 20 years. Especially when you
consider that we were discussing
e-prescriptions back when we
founded our company in 2001.
It’s been a journey, but the wait
has finally paid off.
Theresa:
However, we used the time opti-
mally to prepare our logistics
and pharmaceutical services for
the launch of e-prescriptions.
Marc:
Even the first e-prescriptions,
which we received back in June
2022, were processed without
any problems. The number of
e-prescriptions sent to us has risen
steadily since then, even though
the redemption channel was
initially limited exclusively to
the gematik app and paper print-
outs.
Olaf:
The implementation of the German
health card’s eGK plug-in solution
for e-prescription redemption
in July last year led to a rapid
adoption of e-Rx. This was largely
due to the increasing acceptance
among healthcare professionals
in Germany. By the year’s end,
over 23,000 practices in Germany
were issuing e-scripts, with
nearly 19 million e-prescriptions
redeemed.
However, the eGK plug-in solution
did not meet the needs of every
patient, particularly those using
online pharmacies. Following ex-
tensive collaboration and dialogue
among key stakeholders, the
gematik shareholders announced
in mid-December their decision to
develop specifications for a digital
sales solution of the eGK. These
final gematik specifications are
expected within Q1 2024 which
will allow patients to conveniently
redeem e-prescriptions via their
mobile phones.
Over the past months, we’ve
diligently
developed and tested our
own eGK NFC-enabled solution,
aligning it with preliminary gematik
specifications. Once the final
specifications are announced by
the gematik, we will launch this
solution, enhancing the accessibility
and usability of e-prescriptions,
further propelling their utilisation.
“Finally, we are best positioned to
become the leading online player
in e-Rx.”
THE MANAGING BOARD
ON THE LAUNCH OF E-RX
IN GERMANY.
23Discussion was held in early February in Sevenum.
24
Table of Contents.
1
The Redcare Pharmacy Share. 26
2
Combined Management Report. 31
About this report. 33
Company Profile. 33
General and industry-specific economic environment. 39
Regulatory Environment. 43
Economic Report. 44
Non-Financial Performance Indicators. 52
Environmental and Social Report. 54
EU Taxonomy. 89
Risks and opportunities. 96
Subsequent Events. 105
Outlook. 105
Compliance statements. 107
3
Report of the Supervisory Board. 109
4
Remuneration Report. 121
25
Table of Contents.
Disclaimer PDF print – this document is only a ‘printed version’ and is not the original annual financial reporting including the audited financial statements
pursuant to Article 361 of Book 2 of the Dutch Civil Code. This original annual financial reporting, including the audited financial statements and the auditor’s
report thereto are included in the single report package which can be found at: https://ir.redcare-pharmacy.com/en/event-and-publication
In any case of discrepancies between this ‘printed version’ and the report package, the single report package prevails.
5
Consolidated financial statements. 132
Consolidated Statement of Profit and Loss. 134
Consolidated Statement of Comprehensive Income. 135
Consolidated Statement of Financial Position. 136
Consolidated Statement of cash flows. 137
Consolidated statement of shareholder’s equity. 138
Notes to the Consolidated Financial Statements. 140
6
Company financial statements. 216
Company Statement of Financial Position. 218
Company Statement of Profit and Loss. 219
Notes to the Company Financial Statements. 220
7
Independent Auditor’s Report. 227
GRI Index including SDG reporting and UN GC COP. 237
Disclosure or the requirement it cannot comply with 239
Glossary. 240
Imprint. 242
Financial Calendar. 243
1
The Redcare
Pharmacy
Share.
28
The world economy in 2023: Volatile markets, sluggish economic growth.
In 2023 the global economy continued to be plagued by the same issues as the year before, namely high
inflation, sluggish growth and uncertainty due to the war in Ukraine. Following the disruptions in global supply
chains stemming from the corona pandemic, prices for consumer goods rose sharply in 2022, and this infla-
tion continued to be a major concern for central banks for the better part of 2023. Rising prices also led to
cautious consumption among consumers, which translated into meagre global economic growth and even a
slight recession in one of Europe’s biggest economies, Germany. However, the performance of the country’s
leading equity index, the DAX seemed somewhat disconnected from general economic sentiment; the index
gained about 20 %, ending at 16,751 points.
Performance in 2023.
Shares of Redcare Pharmacy N. V. bucked the overall economic trend and demonstrated an outstanding
performance in 2023. The Company’s shares started the year at a price of EUR 44.11 and quickly gained
momentum following the news of Redcare Pharmacy’s strong performance. The share price continued to
climb and reached a high of EUR 135.05 in early December, thus nearly tripling its value since the start of
the year. The share price plateaued at a high level in December 2023 and ended the year at EUR 131.60.
Transactions in 2023.
In March 2023, Redcare Pharmacy announced a strategic partnership with Galenica AG to expand and serve
the Swiss market. As part of the transaction involving MediService, Redcare Pharmacy carried out a capital
increase in May 2023. For the conversion of the loan granted during the transaction, 1.2 million new shares
were issued to Galenica. In addition, Galenica made a cash contribution of EUR 29 million to Redcare Pharmacy,
for which it received an additional 0.4 million new shares. The 1.6 million new shares were issued to Galenica
at a price of EUR 72. After the implementation of the capital increase, Galenica holds a stake of 7.9 % in
Redcare Pharmacy.
Due to this capital increase, the number of shares increased by 2 million to 20,203,286 at year-end.
The Redcare Pharmacy Share.
Development of Market Cap and XETRA year-end-closing price (in EUR)
2023
2022
2021
2020
2019
2.658.800.000
802.800.000
2.050.000.000
2.658.000.000
586.000.000
29
The Redcare Pharmacy Share.
In total, Redcare Pharmacy’s market capitalisation increased by 231 % in the year under review from EUR
802.8 million to EUR 2,658.8 million.
On average, the share’s daily trading volume on XETRA amounted to 87,392 units per day in 2023. Compared
to 2022, this is a decrease of 24 % (2022: 115,112 units). This is approximately in line with the generally lower
volumes on XETRA across the market last year.
Shareholder structure.
Redcare Pharmacy N.V. has a global investor base that is led by a number of major European investors. The
group of the largest institutional investors is led by Galenica AG, which holds 7.9 % of voting rights following
the transaction with Redcare Pharmacy in Switzerland in March 2023. MK Beleggingsmaatschappij Venlo B. V.,
a company managing shares of founder Mr. Köhler and his family, is another significant investor holding 7.3 %
of the share capital of the company. The vast majority of 84.8 % of all shares belong to the free float.
Analyst coverage 2023.
The Company appeals to many financial institutions, investors and analysts and the number of analysts
covering Redcare Pharmacy, besides other research agencies, is continuously increasing. An overview of the
latest analyst recommendations is provided in the table below:
Institution Latest update
until 31 December 2023
Recommendation Target Price (in EUR)
Baader Helvea 31 October 2023 Buy 125
Bank of America 22 November 2023 Buy 135
Berenberg 21 August 2023 Hold 120
Deutsche Bank 2 November 2023 Buy 172
Jefferies 31 October 2023 Buy 160
Hauck & Aufhäuser 1 November 2023 Buy 154
HSBC 1 November 2023 Reduce 90
Kepler Cheuvreux 31 October 2023 Reduce 65
Metzler 15 December 2023 Buy 156
Morgan Stanley 2 November 2023 Equal weight 104
Oddo BHF 10 November 2023 Neutral 109
Stifel
6 December 2023 Buy 165
Warburg Research 1 November 2023 Buy 130
30
Redcare Pharmacy Investor Relations provides comprehensive
information.
Redcare Pharmacy offers comprehensive information on its financial and operational performance during
in-person and virtual events. In 2023, the Managing Board and Investor Relations answered investors’ and
analysts’ questions during numerous individual meetings and phone or video conferences. The quarterly
earnings releases followed by Q&As were presented in live video conferences by CEO S. Feltens and,
from August onwards, our new CEO O. Heinrich, as well as CFO J. Eenhorst. Redcare Pharmacy was also
represented at several investor conferences, giving both existing and potential investors the opportunity
to learn more about the business. The members of the Management also participated in several interviews
with high-profile publications, particularly in Germany.
The Company will continue to provide additional disclosures with transparency of its key business drivers
and strategy, while at the same time protecting competitively sensitive information. It is the goal of Investor
Relations to provide transparent financial communications to all market participants to further build and
foster understanding and trust in the quality of the business model and the Company’s management.
The Managing Board provides comprehensive, timely and objective information about Redcare Pharmacy’s
strategy as well as about all events relevant to the capital markets.
Combined
Management
Report.
2
32
Europe’s one stop Pharmacy
of the future.
Founded in 2001, Redcare Pharmacy N.V. (until 13 June 2023 known as SHOP APOTHEKE EUROPE N.V.)
is today the leading online pharmacy in Europe. The Company is headquartered in Sevenum, near
the Dutch city of Venlo and in the heart of Europe, with additional locations in Cologne, Berlin, Munich,
Tongeren, Warsaw, Milan, Lille, Eindhoven and Zuchwil. Redcare Pharmacy is currently active in seven
countries: Germany, Austria, Switzerland, Belgium, France, Italy, and the Netherlands.
GRI disclosures in this section: 2-1
As the one-stop pharmacy of the future, Redcare Pharmacy offers well over 10 million active cus-
tomers a diverse range of more than 150,000 products at fair prices. In addition to over-the-counter
medicines (OTC), supplements, beauty and body care products, as well as an extensive selection of
health-related articles in all stores, the company also offers prescription medicines for customers in
Germany, Switzerland and the Netherlands.
Pharmaceutical safety is always a top priority. A pharmacy at heart, Redcare’s focus is on providing
expert pharmaceutical advice. At the same time, Care in the new name stands for a versatile range
of services for all phases of life and health issues: from marketplaces to unique delivery options, to
medication management.
Several events in 2023 contributed to the continued success of our Company. In March, we entered
a strategic partnership in Switzerland under the name of MediService AG with Galenica AG, the
leading Swiss healthcare provider. Through this strategic partnership, we founded Switzerland’s
leading online pharmacy, offering customers an extensive range of products, including health and
beauty products as well as prescription drugs and healthcare services.
In April, the Annual General Meeting confirmed Olaf Heinrich as new CEO. Heinrich possesses many
years of experience in and deep knowledge of the healthcare industry, the pharmacy industry in
particular, and its digitalisation potential. He officially assumed his new position on 1 August 2023.
In June, we celebrated our corporate rebranding, changing the Company’s name from Shop
Apotheke Europe N.V. to Redcare Pharmacy N.V. The brand stands for comprehensive care, innovative
solutions and holistic services for the health of customers, employees and other stakeholders. Our
new name reflects both the healthcare aspect of our business and our internationalisation. In August,
the new brand design was extended to the German and Austrian web shops, while retaining the
local shop name Shop Apotheke. Then in November, our web shops in France and Switzerland were
rebranded and renamed Redcare Pharmacie and Redcare Apotheke, respectively. The names of
subsidiaries remained unchanged.
Redcare Pharmacy N.V. has been listed on the Frankfurt Stock Exchange since 2016 (Prime Standard).
In June, following the renaming, the ticker symbol changed to RDC. Redcare Pharmacy has been
part of the MDAX – the leading German stock index for medium-sized companies since June 2023.
GRI disclosures in this section: 2-1
32
33
About this report.
This annual report was written by order of the Management Board of Redcare Pharmacy N.V. The Board
reviewed and released the content of this report. The Company has reported in accordance with the GRI 2021
standards for the period 1 January 2023 to 31 December 2023 and it includes a description of the economic,
ecological and social aspects of its activities. The contact point can be found on the very last page of this
report .
GRI disclosures in this section: 2-3
In general, this report provides non-financial indicators that represent the entire Group, including the acquired
companies, smartpatient and MedApp in 2021, as well as GoPuls in 2022 (formerly First A), and the strategic
partnership in MediService concluded in 2023. Acquired companies are included from the date of acquisition
onwards. Only in terms of emission reporting, emissions have been counted back until the base year 2020
according to the Greenhouse Gas Protocol. Most of the figures we publish reflect the status as of 31 December
2023. We explicitly state when the information provided deviates from these parameters. Compared to the
previous year restatements are made with respect to GRI 305, 301, 302 and 306 for the past year resulting
from improvements in carbon accounting according to the GHG Protocol. In line with the Company’s recalcu-
lation policy all improvements leading to a change of more than five percent are leading to a recalculation
until the base year 2020.
GRI disclosures in this section: 2-2, 2-4, 2-14
The document contains forward-looking statements that are based on management estimations, which are
valid as of the time when this management report was prepared. Such statements relate to future periods or
are characterised by terms such as “expect”, “forecast”, “predict”, “intend”, “plan”, “estimate”, “assume” or
“anticipate”. Forward-looking statements can entail risks and uncertainties. Many such risks and uncertainties
are determined by factors that cannot be influenced by Redcare Pharmacy. Therefore, actual results may differ
significantly from those in the future as mentioned in this report.
In addition to “Redcare Pharmacy N.V.”, the terms “the Company”, “the Group” or the short forms “Redcare
Pharmacy” and “Redcare” are also used in this report.
Market data used in this report is based on studies from Statista, ResearchAndMarkets, Grand View Research
and Bank of America, if not otherwise specified.
GRI disclosures in this section: 2-3
Company Profile.
Corporate structure.
Redcare Pharmacy N.V. is the leading European online pharmacy, operating in a sector where few other
established pan-European offline or online pharmacy brands currently exist. To remain competitive and ensure
sustainable success, we consciously take risks and continuously explore and develop opportunities. Our risk
and opportunity management principles and system provide the framework for our Company to conduct
business in a well-controlled environment and are described in the Risk and Opportunities chapter of this
report .
Combined Management Report.
34
Being based in the Netherlands offers the Company the advantage of the right regulatory regime concerning the
mail order of pharmaceuticals, which serves as a platform for our expansion into additional European markets.
The location in the heart of Europe is also an excellent base for serving as the central logistics hub for Europe.
Our business is almost exclusively focused on end customers, thus B2C. Within the context of IFRS 8, we
consider two business segments for external reporting purposes: our DACH segment, (Germany, Austria and
Switzerland) and our International segment (Belgium, the Netherlands, France, Italy). Until 2020, we sold
prescrip tion medications (Rx) only in Germany. Since the acquisition of MedApp in 2021 and the conclusion
of a strategic partnership with Galenica in Switzerland (MediService) in 2023, prescription medications are
sold in the Netherlands and Switzerland too. The DACH segment continues to be the Group’s biggest market
with approximately 81 % of total sales in 2023 (2022: 78 %).
Redcare Pharmacy N.V. is listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard)
and is a member of the MDAX, the German index for medium-sized companies. The market capitalisation as
per 31 December 2023 was EUR 2.7 billion.
GRI disclosures in this section: 2-1
Business activity.
Redcare Pharmacy is the leading online pharmacy in Europe, with total Group sales of EUR 1.8 billion in 2023
and an active customer base of 10.8 million as of 31 December 2023. In 2023, Redcare Pharmacy was active
in Germany, Austria, Switzerland, Italy, France, Belgium and the Netherlands.
Our overriding business objectives are continuous and dynamic growth in our existing markets, assessing, and
if warranted, moving into additional markets, continuing on our path toward overall sustainable profitability,
while doing good according to ESG standards.
Since our foundation in 2001 we have continually expanded our business and geographical reach across Europe.
In June 2010, a warehouse was opened in Venlo, the Netherlands, for logistics and distribution operations.
Through the successful acquisition of the Europa Apotheek Group on 8 November 2017 we significantly
expanded our offering, which until then had been focused on OTC and BPC, to also include prescription
medications . At the time of the acquisition, Europa Apotheek was one of the largest online mail order pharma-
cies in Germany, with a customer profile focusing on chronically ill patients with low churn rates. In 2018, our
offering expanded with the acquisition of Berlin-based nu3 GmbH, a specialist for functional nutrition products.
The high-quality product range of nu3, which comprises natural food and health products, low carb products
and sports nutrition, provides us with a USP in a growth market with good margins.
Over the years, we have improved our business by transforming Redcare Pharmacy from an online retailer
to a customer-centric e-pharmacy platform, which opens new revenue and margin streams for the Company.
With the acquisitions of the digital medication management experts smartpatient and MedApp and the
quick-commerce company GoPuls, we have reached further important milestones of our strategy of creating
the customer-centric online pharmacy across our countries and in particular also to prepare for an anticipated
shift to online sales of prescription medications in Germany. In 2021, we successfully launched our first own
marketplace in our biggest market Germany, followed by the launch of a second marketplace in Austria in 2022.
In 2023, we concluded a strategic partnership with the Swiss healthcare provider Galenica AG in MediService
AG, Switzerland’s largest online pharmacy.
35
Since 2020, our headquarters have been in Sevenum, a village close to Venlo and to the Dutch-German border.
Shipping orders to Germany is efficient, but the facility also acts as a central processing and distribution hub
from which we ship to our customers in our different continental European markets, barring Italy, where we
have a distribution centre that was opened in 2022. We operate offices in Cologne, Berlin, Munich (Germany),
Eindhoven (the Netherlands), Tongeren (Belgium), Lille (France), Milan (Italy), Warsaw (Poland) and Zuchwil
(Switzerland).
With more than 2,300 employees, Redcare Pharmacy delivers a broad range of more than 150,000 original
products to over 10 million active customers (as per 31 December 2023) quickly, securely and at attractive
prices. In addition, Redcare Pharmacy provides comprehensive pharmaceutical consulting services and last
mile delivery options in certain of its geographies in cooperation with local third-party pharmacy partners.
To a large extent, the Group’s business success is measured by growing both its German (DACH) core market
and its European market leadership. Result-oriented key financial performance indicators are used in managing
the Group. Besides sales growth, these include gross profit, EBITDA, and adjusted EBITDA as well as cash
flow-focused metrics. To track customer satisfaction, we closely monitor the NPS (Net Promoter Score)*
across our operations and the development of our base of active customers.
Our business is supported by strong digital and other technological know-how. Redcare Pharmacy has built
an enterprise resource planning (ERP) system and an IT-platform with design principles of robustness, security
and scalability. They were designed to support the continuous growth that is key to the Company’s strategy.
In addition, the Company’s infrastructure is designed to deliver economies of scale.
GRI disclosures in this section: 2-6
Combined Management Report.
Number of active customers (in millions)
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
Q2 Q3 Q4
Redcare Pharmacy’s continuously growing active customer base.
2021
2022
2023
10.8
10.5
10.1
9.7
9.3
8.9
8.6
8.3
7.9
7.3
7.1
6.8
* Net promoter score of our B2C own stock and platform business for a given period of time.
NPS does not yet include MedApp, GoPuls and MediService. We track NPS as an indicator for customer satisfaction.
36
Strong growth drivers support our business.
Demographic changes, growing health awareness and the trend towards self-medication are all driving
the demand for OTC medications and pharmacy-related beauty and personal care products. Furthermore,
there is a clear offline-to-online shift in retailing that positively influences the growth of our target markets.
This trend was already strong from the rapidly growing use of mobile devices, which allow customers to
conveniently shop from any place, at any time, but the shift seems to have been accelerated by the corona-
virus pandemic and measures of social distancing. Redcare Pharmacy was and is in pole position to actively
drive the market with its strong foundation and country-specific cultural know-how.
Our key competitive strengths.
The currently still low online penetration rate compared to other retail verticals for Rx and OTC medications,
as well as pharmacy-related BPC products in many continental European markets, the increasing demand for
pharmaceutical products in general and the absence of leading online and offline pan-European brands in
these markets represent a unique opportunity for Redcare Pharmacy’s business to further leverage its pole
position towards the one-stop online pharmacy. The Company has developed several crucial competitive
strengths:
– We are focused on a large addressable market in Europe that has historically demonstrated stable growth
and is now gradually moving online.
– We pioneered the OTC and BPC online pharmaceutical retail markets in Germany and continental Europe
and over the years have developed market-leading expertise in online pharmacy B2C retail, which we will
leverage for the emerging Rx online retail opportunity.
– We have a strong value proposition for customers that includes attractive prices for a relevant and
comprehensive product range while offering a convenient end-to-end customer journey, superior product
information, expert consultation services and high pharmaceutical safety standards.
– Our ability to offer attractive prices is enabled by our efficient cost structure as well as economies of scale
that we achieve across the value chain.
–
Our parcels and services include personalisation to the customer that provides relevant product instructions
and alerts customers to any medication interactions or side-effects that have been detected by our auto-
mated checks.
– Our operating platform and corresponding market entry barriers have been developed over time, which give
us an advantage now.
– We possess an attractive profile, as demonstrated by relevant key performance indicators (KPIs). We strive
to further increase the share of repeat customers in the future in order to reduce the blended customer
acquisition costs.
– We have a management team with expert know-how in the pharmacy and e-commerce space and a proven
track record of successfully growing business through excellence in execution and strategic insights.
Our technology platform, including our webshop and app, reflects an industry-leading customer focus.
We will continue to focus on IT and invest where necessary to stay ahead of the competition.
We focus on attracting top talent by offering them opportunities to play an active role in shaping the future
of Redcare Pharmacy and our journey toward enabling everyone to live their healthiest life possible.
37
Redcare Pharmacy’s value-added process.
The Company’s value-added process is the procurement of medications as well as beauty and personal care
and related products, which are then sold via country-specific online shops to consumers. In order to operate
in a sustainable manner and to work with the right suppliers, Redcare Pharmacy attaches great importance to
sustainable supply chain management. The number of our pharma suppliers is around 1,600. More than 99 %
of our suppliers are based in a member state of the Organisation for Economic Cooperation and Development
(OECD). The OECD brings together 38 countries committed to the economic and social well-being of people
worldwide. We divide our suppliers into two main categories: Pharma and Indirect Spend. Pharma is subdivided
into two further categories, Wholesale and Direct, which both include the procurement of OTC, Rx as well as
beauty and personal care and related products.
The three main pillars of the sales process are Redcare Pharmacy’s pharmaceutical and e-commerce know-how,
its IT-expertise in designing and running online web shops and its logistics system tailored towards pharmacy.
Redcare Pharmacy’s country-specific websites provide access to more than 150,000 products. With the
launch of our own marketplaces in Germany and in Austria, as well as the strategic partnership (MediService)
in Switzerland, we have significantly broadened our product range by adding tens of thousands of healthcare-
related products from third parties. This is a substantially larger range of products than offered in traditional
brick-and-mortar pharmacies.
Our online shops are optimised continuously and provide a state-of-the-art user-friendly and convenient
shopping experience on a 24/7 basis from any location with online access.
Redcare Pharmacy has received numerous awards for its services, assortment and prices over the past years
and also in 2023 from well-known institutions like Sempora, Handelsblatt, F.A.Z. Institute, Computer Bild and
Statista.
An important part of Redcare Pharmacy’s business strategy is the commitment to comprehensive customer
support and services. This encompasses a pharmaceutical consulting hotline and pharmaceutical services
such as pharmaceutical advice videos, instruction videos and comprehensive medication interaction checks.
With the acquisitions of smartpatient and MedApp in 2021, we accelerated our technological and digital
health capabilities, all aimed at guiding our customers through their health.
GRI disclosures in this section: 2-6
Sustainability is an integrated part of our strategy.
Our vision is not to stop “until every human has their health”. Because of this, at its centre, our core business
has a drive to positively impact people’s health (social capital) as well as to build easy access to medication
infra structure in European markets (manufacturing capital). With this business model and a promising growth
story, we create secure employment opportunities (human capital). However, our materiality analysis has shown
that environmental external risks are inherent to our business activities, specifically carbon emissions along our
value chain. Therefore, we have an integrated management process to minimise our negative impact (environ-
mental capital). The Company has been offsetting carbon emissions in Scopes 1 and 2, as well as emissions
in scope 3 resulting from the following activities since autumn 2020: logistics, packaging, employee travel,
Combined Management Report.
38
marketing and IT. In 2022, we took the next step and publicly committed ourselves to bringing emissions along
the entire value chain – including product emissions – to net zero by 2040. As a result of our efforts, MSCI
improved the ESG rating of our business operations from AA to the highest possible rating of AAA in Q1 2023.
In Q1 2024 also Morningstar Sustainalytics upgraded the Company’s rating to ‘low risk’. Within the scope of
Redcare Pharmacy’s strategic positioning as a sustainable Company, a direct report function to the Manage-
ment Board ensures the comprehensive and holistic integration of sustainability into the overall strategy. The
executive oversight of Sustainable Development is held by the CEO, while accountability for dedicated material
topics lies with the respective Board member to whom the implementation of the initiatives is functionally
assigned .
GRI disclosures in this section: 2-12, 2-13, 2-14, 2-22, 2-25, 3
Redcare Pharmacy is Europe’s leading e-pharmacy platform.
We are the largest online pharmacy in continental Europe. At our core, we are a pharmacy that specialises
in selling prescription and over-the-counter medicines (OTC), pharmacy-related beauty and personal care
(BPC) and other related products, as well as own-brand nutrition, sports nutrition and health products to
end-customers. We sell our broad range of products directly to customers, but in December 2021 we launched
our first own marketplace in Germany with health-related assortments from specialised third-party suppliers
to expand the offer for our customers and create additional leverage for our business model. During 2022, we
launched the next marketplace in Austria, and in 2023 we formed a strategic partnership to better service the
Swiss market. To be the best pharmacy, as our ambition is, we continuously invest in our digital medication
management with disease-specific programmes and other digital tools to help people in a life with medicines.
We partner with online doctor services (tele-medicines) and offer same-day delivery services in Germany’s
main metropolitan areas, as well as in Austria and Belgium, in cooperation with local physical pharmacies.
In the end, it’s our top priority to provide people with the right products, the right knowledge and the right
services, every day.
We aim to achieve this by pursuing the following strategy:
– Continuously keeping or further improving our high customer satisfaction with our one-stop pharmacy.
– Attaining and expanding market leadership in our existing geographies.
– Assessing and, if warranted, entering new geographies.
– Making tech- and digital-driven investments throughout our value chain from logistics and fulfilment to last
mile, to commercial and marketing as well as in our front-end websites and apps.
– Yielding efficiency and scale gains in procuring products and services.
– Continuously optimising our products and services portfolio.
– Further developing our own brand portfolio of products.
– Via our platform, offering the services of online doctors, the services and assortment of local physical
pharmacies and broadening our product range with the products and expertise of third-party merchants in
healthcare-related assortment.
– Continuing our dedicated patients’ disease programmes and investing in the development of state-of-the-
art digital medication management services.
– All in all, rigorously focusing on improving our underlying unit economics in all possible areas, with a target
of becoming cash flow positive in future years and generating adjusted EBITDA profitability in excess of 8 %.
39
Strategic review 2023: Consistent execution of our strategy.
In 2023, we made significant progress in executing our business strategy:
– We became the largest European e-pharmacy. In non-Rx, which accounted for close to 75 % of our total
sales in 2023, we organically grew sales by around 25 %, having gained market share according to our
estimates in all our markets.
– Customer satisfaction expressed in terms of NPS (Net Promoter Score) was repeatedly strong at 71.
– We increased our base of active customers by 1.5 million to 10.8 million.
–
We entered a strategic partnership with Swiss healthcare provider Galenica AG in MediService AG, founding
Switzerland’s leading online pharmacy, offering customers an extensive range of products, including health
and beauty products as well as prescription drugs and healthcare services.
– Redcare Pharmacy achieved a AAA MSCI ESG rating driven by the disclosure of its 1.5° aligned net zero
2040 target as well as strengthening its corporate governance.
– Throughout 2023, Redcare Pharmacy continued to receive electronic prescriptions (eRx) in Germany like it
did already in 2022, but the impact on the Company’s total sales was still marginal. Management is confident
that electronic prescriptions will move forward in Germany and now assumes a significant increase of
e-scripts throughout 2024.
General and industry-specific economic environment.
Expected recovery in the eurozone: projections point to gradual growth.
The growth in the eurozone is expected to gradually recover over the course of the coming year, according
to forecasts from the Kiel Institute for the World Economy (IfW Kiel). After a robust rebound following the
pandemic, the eurozone economy is currently in a phase of stagnation. Rising living costs, which have had
a dampening effect on consumption, deteriorating financing conditions due to a rapidly more-restrictive
monetary policy, and limited external economic stimuli have led to an economic standstill.
In the further course of the year, the European economy is expected to gradually regain momentum. On the
one hand, real wages are increasing again due to accelerated wage growth and declining inflation, favouring
a revival of private consumption. On the other hand, financing conditions are likely to improve with the expected
easing of monetary policy. Additionally, the external economic environment is expected to improve. However,
GDP growth is expected to remain relatively weak at 0.8 % in 2024, after 0.5 % in 2023, and only accelerate to
1.5 % in 2025.
Inflation in the eurozone is projected to decrease from an average of 5.4 % in 2023 to 2.2 % (2024) and 1.9 %
(2025), thereby approaching the inflation target of the European Central Bank.
In Germany, the biggest single market for Redcare Pharmacy, the economy is grappling with stagnation,
projecting a modest GDP increase in 2024 amid persistent economic challenges. Although real disposable
income growth is expected to boost private consumption, rising interest rates continue to hamper construction
investment. Global economic impulses are lacking, and fiscal consolidation measures are set to slow economic
Combined Management Report.
40
expansion. The forecast indicates a reduced GDP growth rate of 0.9 % in 2024, down from the previous estimate
of 1.3 %. Economic output is expected to increase by 1.2 % in 2025. Inflation has significantly decreased, with
rates expected at 2.3 % (2024) and 1.8 % (2025). The labour market is impacted by low economic momentum,
partially mitigated by demographic changes.
Overview of the overall pharmacy market in Europe.
The European pharmacy market, which includes the categories prescription medications, non-prescription
medication and pharmacy-related beauty and personal care (BPC) products, has been growing steadily over
the past years and is expected to continue growing at a compound annual growth rate (CAGR) of 5.4 % from
2021 to 2028 (Source: Grand View Research). According to the business data platform Statista, revenues in
the European pharmacy market will hit EUR 314 billion in 2023, a plus of 2.6 % compared to 2022, and are
expected to reach EUR 380.4 billion by 2028. In 2022, 23.6 % of all pharmacy customers bought their products
online. This number is expected to grow to 42.4 % by 2028.
Germany was the leading pharmaceutical market in Europe in 2022, with total revenue of EUR 69 billion and
expected revenue of EUR 71.6 billion in 2023. Germany also has a significantly higher share of customers
buying their medication online, with 40.5 % in 2022 and 47.8 % by 2028. When the revenue of the German
pharmaceutical market in 2022 is broken down, it is prescription drugs that account for most of the revenue.
Prescription medication accounted for EUR 57.8 billion of revenue, followed by OTC drugs at EUR 11.2 billion.
France and Italy followed with total 2022 revenue of EUR 43 billion and EUR 25.8 billion, respectively. The top
five were rounded off by Spain (EUR 18.5 billion) and Poland (EUR 10.6 billion). We expect that the overall
Euro pean pharmacy market will continue to grow over the next years and that such growth will be supported
by the continued shift towards e-commerce by consumers.
Overview of the online pharmacy market.
The global e-pharmacy market is expected to grow from USD 60 billion in 2022 (Source: Grand View Research)
to USD 107.5 billion by 2027, at a CAGR of 16.8 % during the forecast period 2022 – 2028, according to a study
by Market Data Forecast. During the same period, the online pharmacy market in Europe is expected to grow
at a CAGR of over 15 % (Source: ePharmacy Market (Online Pharmacy Market) Research Report, Market Data
Forecast).
The e-commerce penetration for Rx medications and OTC and BPC products is still relatively low in the core
European markets compared to other retail verticals. According to Market Data Forecast, the global e-pharmacy
market is expected to grow from USD 67 billion in 2023 to USD 1.47 billion by 2028, at a CAGR of 16.8% during
the forecast period 2023 – 2028. During the same period, the online pharmacy market in Europe is expected to
grow at a CAGR over 15 % (Source: Europe ePharmacy Market Research Report, Market Data Forecast). Total
revenue in the fifteen leading pharmaceutical markets in Europe was EUR 210 billion in 2022 (Source: Statista);
Redcare Pharmacy is present in six of these leading markets. Online penetration is relatively low in the core
European markets and at 6 %, the penetration for Rx medications and OTC and BPC products is still far behind
other categories such as apparel, electronics and contact lenses.
41
Competitive environment in the online pharmacy market.
The e-commerce channel allows online pharmacies to offer a broader range of products than local pharmacies,
as they are not constrained by physical shelf storage space. We believe that the following factors are key to
operating successfully in the online pharmacy market:
– Offering products at attractive prices to attract and retain customers
– Establishing and maintaining brand and domain awareness to attract new customers
– Developing strong e-commerce capabilities including a scalable IT-platform, an optimised and efficient
logistics centre, sustained customer care as well as fulfilment capabilities
– A diverse range of product offerings in stock to meet consumer demand in a timely fashion
Our competitors generally include other online pharmacies focused on the sale of OTC medications and/or
online pharmacies focused on the sale of prescription pharmaceuticals, local brick-and-mortar pharmacies
and general e-commerce players including global giants, which offer marketplace functions for local pharma-
cies. Not all brick-and-mortar pharmacies have great e-commerce capabilities. In addition, the restrictions
on outside or corporate ownership of pharmacies in several continental European countries limit the ability
of both brick-and-mortar and online pharmacies to access external financing, which limits their potential
for expansion . General e-commerce players that offer a limited number of OTC medications currently lack
pharmacy licenses and pharmaceutical expertise. In the pharmacy-related BPC market, our competitors
generally include drugstores, supermarkets and para-pharmacies.
Overview of Redcare Pharmacy’s current markets.
In 2023, Redcare Pharmacy was active in Germany, Austria, Switzerland, Italy, France, Belgium and the
Netherlands .
Although the regulatory environment is sometimes different in detail, we believe that limited online penetration
in these markets provides significant market opportunities for us.
The continental European market is fragmented, which we believe gives us the opportunity to accelerate
penetration by replicating our established business model.
Combined Management Report.
42
Overview of
Redcare Pharmacy’s
current markets.
Berlin.
Cologne.
Sevenum.
Tongeren.
Lille.
Milan.
43
Regulatory Environment.
Continuously subject to regulatory changes.
A responsible trade in medications requires specialised knowledge and diligence. To ensure these conditions
are met, both the European Union and its member states have put comprehensive regulatory frameworks in
place. Thus, Redcare Pharmacy’s business is subject to regulatory restrictions regarding the medicinal and
pharmaceutical aspect of the products it delivers as well as regarding the e-commerce framework.
A verdict by the European Court of Justice (ECJ) in December 2003 confirmed that the principle of the free
movement of goods within the EU also applies to non-prescription medications. National laws prohibiting
the mail order sale of such products were found to be incompatible with European (i. e. EU) law. Hence, the
cross-border sale of non-prescription medications within the EU is permitted for pharmacies registered in the
EU. With this verdict, online suppliers secured access to the over-the-counter market, after which their share
of that market went from low levels to 16 % in Germany in a decade, and it is believed that the level has
exceeded 20 % in the meantime.
On 19 October 2016, the ECJ passed a judgement allowing pharmacies based outside Germany, including
Redcare Pharmacy, to sell Rx medications to German consumers at discounted prices (the so-called bonus).
This regulatory change allowed online pharmacies to partially offset a structural competitive disadvantage
versus brick-and-mortar pharmacies. Nevertheless, with the latest regulatory changes in Germany, an Rx
bonus ban has been in force effective since December 2020. Although it is highly controversial whether this
legislation is compliant with EU law, the ban has affected Redcare Pharmacy’s Rx business since 2021. Several
cases which are currently pending at German national courts may ultimately provide some more clarity. In
addition , in July 2023, in a case between Redcare Pharmacy's competitor DocMorris and the Apothekerkammer
Nordrhein, the German Federal Supreme Court referred prejudicial questions to the European Court of Justice,
the outcome of which may also shed new light on the various bonus variants that are the subject of this
procedure , and the compatibility of German restrictions with EU law.
Other national restrictions in most major EU countries, such as the prohibition of pharmacy chains and of
third-party ownership of pharmacies, limit the growth potential of pharmacies in these countries. In the
Nether lands, however, there are no restrictions on third-party ownership, i. e. a pharmacy may be owned by a
pharmacist or by a legal entity. As in all countries, the pharmaceutical responsibility lies with the responsible
pharmacist regardless of the pharmacy’s ownership structure.
Combined Management Report.
shop-apotheke.de
shop-apotheke.com
farmaline.nl
farmaline.be
redcare-pharmacie.fr
shop-apotheke.at
redcare-apotheke.ch
redcare.it
44
Economic report.
Forecast vs. Actuals.
Business across the Group expanded significantly in 2023. For the full year, we predicted total group sales of
EUR 1.7 to EUR 1.8 billion, a sales growth of between 20 % and 30 % for non-Rx and an overall adjusted EBITDA
margin in the range of 1.5 % to 3 %. Furthermore, the free cash flow was forecasted in a range from EUR – 20
to EUR + 20 million. Ultimately, we achieved total sales of EUR 1.8 billion, non-Rx sales growth of 24.9 % and
an adjusted EBITDA margin of 3.0 %.
Forecast for our ongoing business
1
Actual Guidance reached
Total Sales of EUR 1.7 to 1.8 billion EUR 1.8 billion Yes
Non Rx sales growth of 20 % to 30 % 24.9 % Yes
Adjusted EBITDA margin 1.5 % to 3 % 3.0 % Yes
Free Cash flow EUR – 20 to EUR + 20 million EUR 8.2 million Yes
Revenues and earnings position.
The Company reports the following two business segments:
The DACH segment, which includes medications and pharmacy-related BPC and other related products sold
to customers in the German, Austrian and Swiss markets, and the International segment, related to customers
in the Belgian, Dutch, French and Italian markets.
Revenue (in millions of euros) 2016 – 2023
2023
2022
2021
2020
2019
2018
2017
2016
1,798.8
1,204.4
1,060.3
9,68.1
701.0
539.7
284.0
177.4
Gross profit margin
2023
2022
2021
2020
2019
2018
2017
2016
440.4
331.8
266.5
219.5
137.3
99.3
57.6
36.3
1
Ongoing business is defined as the business as at the time of issuing the revised guidance in August 2023.
45
Sales of prescription and non-prescription pharmaceuticals as well as medications and pharmacy-related
beauty and personal care products are subject to seasonal fluctuations, with demand for pharmaceuticals
typically especially high during the first and fourth quarters of the year. However, since 2020, typical seasonal
patterns have been distorted by the effect of the Covid-19 pandemic.
For better orientation, we also provide adjusted figures, which reflect extraordinary items (the non-cash IFRS
specific expenses on accounting of the business acquisitions, the non-cash IFRS expenses to the Employee
Stock Ownership Plan, and one-of costs related to business projects).
A detailed reconciliation of adjustments can be found in the following table:
Adjustments 2023 Adjustments 2022
Non-adjusted
1. 2. 3. Adjusted Non-adjusted 1. 2. 3. Adjusted
Revenue 1,798,758 – – – 1,798,758 1,204,352 – – – 1,204,352
Cost of sales – 1,358,375 – – – –1,358,375 – 872,566 – – – – 872,566
Gross profit 440,383 – – – 440,383 331,786 – – – 331,786
Other income 319 – – – 319 148 – – – 148
Selling & Distribution
– 336,447 – 700 – – 335,747 – 299,650 – 874 – – 298,776
Segment EBITDA
104,255 – 700 – 104,955 32,284 – 874 – 33,158
Administrative expenses – 64,262 3,507 1,211 8,084 – 51,460 – 61,946 5,797 814 14,133 – 41,202
EBITDA 39,993 3,507 1,911 8,084 53,495 – 29,662 5,797 1,688 14,133 – 8,044
Depreciation – 5 7, 28 8 – – – – 57, 288 – 39,510 – – – – 39,510
EBIT – 17, 295 3,507 1,911 8,084 – 3,793 – 69,172 5,797 1,688 14,133 – 47,554
Net finance cost
and income tax 5,689 – – – 12,873 – 7,184 – 8,474 – – – – 8,474
Net loss – 11,606 3,507 1,911 – 4,789 – 10,977 – 77,646 5,797 1,688 14,133 – 56,028
Description of adjustment:
1. IFRS expenses of the employee stock option plans. Also see Note 27. These expenses are non-cash for Redcare Pharmacy.
2. One-off external project expenses related to other projects. This mainly concerns external advisory costs.
3. Other major non-recurring one-offs. Comprises two elements: (1) In 2022 and 2023 this concerned the impact of contingent considerations to former
owners of the acquired companies smartpatient and MedApp. In the light of these acquisitions of 100 % of the shares of smartpatient and MedApp, the
total purchase price for the shares which Redcare Pharmacy agreed upon with the selling shareholders amounts EUR 70,545 thousand and EUR 8,004
thousand, respectively. Along with the acquisitions contingent considerations are provided to the former owners which contain a service condition. Pay-
ments in the form of cash and shares under this contingent consideration forfeit if employment is terminated. The total contingent consideration amounts
to EUR 47,839 thousand. On the basis of an IFRIC decision on IFRS 3.B55 Business Combinations – the contingent part of this purchase price should be
accounted for as consideration for post-combination services – employee expenses during the vesting period. The total impact of the recognition of the
cash component and share component of the contingent considerations of both business combinations in the result of the year 2023 amounts to EUR
8.1 million. These costs are included in the employment expenses presented in the profit and loss statement under “administrative expenses”. The P&L
impact of this accounting method distorts the view on our underlying financial result of our business for management reporting purposes, which is the
reason we adjust for it in the presented adjusted EBITDA. Reference is made to Note 28 to the consolidated financial statements of the financial year 2022
for detailed explanation. (2) This year included a release (gain) with no cash impact of EUR 12.9 million due to a fair value adjustment of the contingent
consideration liability related to the acquisition of First A later renamed to goPuls.
Combined Management Report.
46
During the reporting period, sales surged by 49.4 % from EUR 1,204.4 million in 2022 to EUR 1,798.8 million
in 2023. Organic growth accounted for 24 % of the sales, but our transaction with Swiss healthcare provider
Galenica AG also contributed.
Consolidated gross income climbed 32.7
% in the year under review from EUR 331.8 million to EUR 440.4 million.
Hence, as a proportion of sales, gross margin decreased from 27.5 % in 2022 by 3.0 percentage points (pp) to
24.5 % in 2023. The lower gross margin at Group level for 2023 results from the inclusion of MediService sales
of prescription drugs, which generally have lower gross margins than other products. Excluding MediService,
the margin was 28.2 % or 0.8 pp higher than in 2022 thanks to an improved product mix.
Selling and distribution (S&D) expenses rose by EUR 36.7 million, from EUR 299.7 million in the financial year
2022 to EUR 336.4 million, an increase of 12.3 %. As percentage of sales, this marks a significant decline of
6.2 pp from 24.9 % to 18.7 %. The adjusted consolidated S&D ratio was 18.7 % compared to last year’s 24.8 %.
Excluding MediService, adjusted S&D expenses were 21.8 % of sales, an improvement of 3.0 pp. This develop-
ment demonstrates further efficiency gains in marketing during the year as well as increased labour produc-
tivity. The main categories within S&D are marketing expenses, distribution costs, operations and personnel
expenses for marketing. A more detailed split of S&D costs is provided in the consolidated financial statements,
Note 7.
Administrative costs including depreciation and amortisation increased by EUR 5.0 million in absolute terms
from EUR 67.9 million to EUR 72.9 million and included extraordinary items and one-off expenses. In both
2023 and 2022, a large part of the one-off costs was related to the non-recurring impact of the contingent
consideration in respect of the acquired companies smartpatient and MedApp. In total, one-off expenses
and employee stock option expenses amounted to EUR 12.8 million (2022: EUR 20.7 million). The adjusted
administrative cost ratio was 3.0 %, down 0.4 pp from 3.4 % a year earlier.
Other income increased slightly by EUR 171 thousand to EUR 319 thousand and was mainly related to the sale
of fixed assets.
With depreciation expenses of EUR 57.3 million (2022: EUR 39.5 million), EBIT was EUR 17.3 million this year
(2022: EUR – 69.2 million). The higher depreciation is largely related to investments in the new logistics facility
in Sevenum, the Netherlands, IT product development and amortisation on fair value step-up from business
combinations. Net finance costs decreased by EUR 12.6 million from EUR 15.3 million in 2022 to EUR 2.7 million.
The net loss amounted to EUR – 11.6 million after EUR – 77.6 million in 2022.
47
Combined Management Report.
Revenues and earnings by segment.
Redcare Pharmacy’s business activities are divided into two segments. The DACH core segment posts the
highest sales and essentially consists of sales of prescription drugs (in Germany and Switzerland), OTC
pharma ceutical products, functional foods and mostly pharmacy-exclusive beauty and healthcare products
in Germany, Austria and Switzerland. With the inclusion of MediService, the share of prescription drugs has
significantly increased.
The second segment, International, is made up of sales of OTC pharmaceutical products, functional foods,
beauty and healthcare products in our other European markets: Belgium, France, Italy and the Netherlands.
Our entity MedApp pharmacy in the Netherlands also sells prescription drugs.
The following segment performance analysis shows a significant increase of the business volume for both
segments. Consolidated adjusted EBITDA amounts to a positive EUR 54.0 million compared to an adjusted
EBITDA of EUR – 8.0 million in 2022. Relative to sales, the adjusted EBITDA margin for the Group increased
from – 0.7 % in 2022 to + 3.0 % in the reporting period.
DACH segment sales accelerated.
During the 2023 reporting period, DACH segment sales in the German, Austrian and Swiss markets rose
profitably at a rate of 54.6 %, with Rx-sales rising by 251.9 %. Rx-sales include EUR 307 million in prescription
sales of MediService AG. Non-Rx-sales grew by 23.0 %. With a total business volume of EUR 1,453.6 million
in financial year 2023, the DACH segment generated around 81 % of total consolidated sales. In 2022, DACH
segment sales accounted for EUR 940.2 million or around 78 % of total consolidated sales.
Cost of sales went up from EUR 678.6 million in 2022 to EUR 1,097.9 million in 2023. The increase of 61.8 %
was above the sales growth ratio, which is due to the higher proportion of Rx-sales with generally lower gross
margins by the Swiss partner company MediService. As a result, the segment’s gross profit margin decreased
from 27.8 % to 24.5 %.
Adjusted selling and distribution (S&D) expenses as a percentage of sales were significantly lower, down
6.3 pp year-over-year to 17.0 % in 2023. This includes an impact of 3.7 pp resulting from the MediService
transaction. Thus, adjusted EBITDA for the DACH segment rose from EUR 17.8 million to EUR 76.6 million,
translating into an adjusted EBITDA margin of 5.3 %, after the prior year’s 1.9 %.
48
Segment information 2023
non adjusted and adjusted (in EUR 1,000) DACH International Total
Revenue 1,453,551 345,207 1,798,758
Cost of sales – 1,097,883 – 260,492 – 1,358,375
Adjusted cost of sales
– 1,097,883 – 260,492 – 1,358,375
Gross profit 355,668 84,715 440,383
Adjusted gross profit
355,668 84,715 440,383
% of revenue 24,5 % 24,5 % 24,5 %
Other income 290 29 319
Adjusted other income
290 29 319
Selling & Distribution – 248,129 – 88,318 – 336,447
Adjusted S&D
– 247,593 – 88,154 – 335,747
Segment EBITDA 107,829 – 3 ,574 104,255
Adjusted segment EBITDA
108,365 – 3,410 104,955
Administrative expense – 41,591 – 22,671 – 64,262
Adjusted AE
– 33,611 – 17, 849 – 51,460
EBITDA 66,238 – 26,245 39,993
Adjusted EBITDA
74,754 – 21,259 53,495
Depreciation – 3 7,0 09 – 20,279 – 57, 2 88
Adjusted depreciation
– 3 7,0 0 9 – 20,279 – 57, 2 88
EBIT 29,229 – 46,524 – 1 7,2 95
Adjusted EBIT
37,745 – 41,538 – 3,793
Net finance cost and income tax 5,689
Adjusted net finance cost
– 7,184
Net loss – 11,606
Adjusted net loss
– 10,977
49
Combined Management Report.
Segment information 2022
non adjusted and adjusted (in EUR 1,000) DACH International Total
Revenue 940,169 264,183 1,204,352
Cost of sales – 678,559 – 194,007 – 872,566
Adjusted cost of sales
– 678,559 – 194,007 – 872,566
Gross profit 261,610 70,176 331,786
Adjusted gross profit
261,610 70,176 331,786
% of revenue 2 7.8 % 26.6 % 2 7.5 %
Other income 116 32 148
Adjusted other income
116 32 148
Selling & Distribution – 219,437 – 80,213 – 299,650
Adjusted S&D
– 218,923 – 79,853 – 298,776
Segment EBITDA 42,289 – 10,005 32,284
Adjusted segment EBITDA
42,803 – 9,645 33,158
Administrative expenses – 37, 4 53 – 24,493 – 61 ,946
Adjusted AE
– 24,997 – 16,205 – 41,202
EBITDA 4,836 – 34,498 – 29,662
Adjusted EBITDA
17,806 – 25,850 – 8,044
Depreciation – 23,888 – 15,622 – 39,510
Adjusted depreciation
– 23,888 – 15,622 – 39,510
EBIT – 19,052 – 50,120 – 69,172
Adjusted EBIT
– 6,082 – 41,472 – 47,554
Net finance cost and income tax – 8,474
Net loss – 7 7,6 46
Adjusted net loss
– 56,028
50
International segment revenue significantly higher.
Revenue outside the DACH region, which is posted to the International segment, includes sales in the Nether-
lands, Belgium, France and Italy. At 30.7 % sales rose strongly in the period under review from EUR 264.2 million
to EUR 345.2 million. In 2023, international sales accounted for around 19 % of 2023 consolidated sales versus
22
% in the year before. The lower share is attributable to the inclusion of MediService’s sales to the DACH
segment.
Cost of sales in 2023 was EUR 260.5 million compared to EUR 194.0 million in 2022. This translates into gross
profit of EUR 84.7 million compared to EUR 70.2 million in 2022. Thus, the gross margin was at 24.5
%, 2.1 pp
lower than in the previous year at 26.6
% which is mainly caused by product mix.
Due to a significantly higher proportion of orders from new clients and other effects, adjusted EBITDA for the
International segment stood at EUR – 23.1 million after previous year’s EUR –
25.9 million, translating into an
adjusted EBITDA margin of –
6.7
%, up 3.1 pp vs. the prior year’s –
9.8
%.
Cash flow.
in EUR million 2023 2022
Operating loss for the period – 17. 3 – 69.2
Net cash flow for/from operating activities 61.5 – 29.1
Net cash flow for/from investing activities – 60.0 – 138.0
Net cash flow for/from financing activities 15.0 – 13.5
Cash and cash equivalents at the beginning of the period 66.8 247.4
Change in cash and cash equivalents 16.5 – 180.6
Cash and cash equivalents at the end of the period 84.2 66.8
In the period under review, cash and cash equivalents increased from EUR 66.8 million to a year-end figure of
EUR 84.2 million. In order to benefit from financial results, EUR 6.7 million was invested in short-term securities
(fixed deposits) during the reporting period and is shown in other financial assets, which now amount to
EUR 120 million of the total of other financial assets of EUR 127 million. Cash and cash equivalents at the end
of 2023, including EUR 120 million which was on a short-term fixed deposit, amounted to EUR 204.2 million
(previous year: EUR 180.1 million).
Operational cash flow was EUR 61.5 million compared to EUR – 29.1 million for the financial year 2022. This
develop ment was substantially driven by inventory increases as well as a decreases of trade payables as of
the reporting date.
51
Combined Management Report.
EUR 60 million was used for investing activities in 2023 (previous year: EUR 138 million). EUR 7.3 million of
the investing cash flow relates to investments in securities, shown in other financial assets (previous year:
divest ment of EUR 80.5 million). Net of cash acquired, the cash outflow for the strategic partnership with
Galenica AG amounted EUR 23.4 million. EUR 38.2 million (2022: EUR – 53.5 million) were investments in
intangible assets and property, plant and equipment.
Cash flow from financing activities shows an outflow of EUR 15.0 million vs. an outflow of EUR – 13.5 million
last year. The year’s development was essentially driven by a capital increase of EUR 29.4 million related to
the strategic partnership in MediService AG with Swiss partner Galenica AG. Interest payments are related
to payments to service providers.
Total free cash flow in 2023 is at EUR 8,2 million resulting from the cash flow from operating activities
(EUR 61.5 million), the cash flow from investing activities (EUR – 60.0 million) adjusted for the movement in
other short-term financial assets of EUR 6.7 million.
The working capital as of 31 December 2023 was EUR 15.2 million.
The Group member companies were able to always meet all payment obligations during the past financial
year.
Assets and liabilities.
As of the reporting date, the balance sheet total was EUR 1,021.6 million after EUR 729.5 million at the end
of
the 2022 financial year. Within the non-current assets, intangible assets rose by EUR 139.0 million, driven by
an
increase of the cost base of EUR 180 million of which EUR 148 million by acquisitions from the strategic
part
nership with Galenica AG and EUR 32 million additions mainly related to investments in software develop-
ment. Current assets increased by EUR 155.6 million from EUR 343.9 million to EUR 499.5 million. Inventories
were up from EUR 99.7 million to EUR 135.8 million, largely due to the higher business volume. Cash and cash
equivalents increased from EUR 66.8 million to EUR 84.2 million. Loans and borrowings within the non-current
liabilities slightly decreased from EUR 247.7 million as per year end 2022 to EUR 236.1 million. Current liabilities
amounted to EUR 223.7 million after EUR 119.4 million and within current liabilities. Trade and other payables
grew by EUR 84.7 million to EUR 157.6 million.
The equity capital ratio stood at 54 % as of the reporting date after 48 % last year.
52
Non-Financial Performance Indicators.
Operating Performance Indicators.
In addition to financial performance indicators, Redcare Pharmacy also uses non-financial performance
indicators to manage the business.
Besides its OTC online pharmacy market share, Redcare Pharmacy uses the following non-financial key
perfor mance indicators, which also reflect the significant business expansion.
2023 2022
Site visits 439,676,007 347,765,913
Mobile visits 330,088,835 251,718,600
KPI – mobile share 75 % 72 %
Number of orders 29,413,020 23,421,138
Repeat orders 85 % 83 %
Return rate 0.78 % 0.73 %
# Active customers 10,848,777 9,311,375
Average basket size EUR 59.40 EUR 58.28
Number of site visits/number of mobile site visits.
As a performance indicator with a significant impact on the growth of Redcare Pharmacy, the number of
website visits is a central tool for company management. As a growing number of people use mobile devices
to access the internet, the number of mobile website visits is recorded separately. This indicator is also used
to examine the success of the mobile websites and apps that Redcare Pharmacy is permanently developing
and expanding.
Number of active customers.
Redcare Pharmacy measures its business success based on the development in the number of customers.
An active customer is defined as a customer who has placed at least one order within the past twelve months
(as of the reporting date).
Number of orders.
The number of orders is an important growth driver. It is measured without reference to the shopping cart size.
53
Average gross basket size.
In addition to the number of orders, there is a direct correlation between the average basket size and the
develop ment of consolidated revenue. The average gross value of received orders from end-customers and
patients (B2C), predominantly via our online shops for our own-stock business, divided by the total related
number of orders placed in a given time period. Current prescription medication sales (Rx) in Switzerland and
the Netherlands are not included because we believe current non-comparable customer types would distort
visibility on relevant trends in this metric. Business-to-business (B2B) orders are excluded for the same reason.
The average shopping basket includes value-added tax (VAT).
Repeat orders.
This shows the proportion of orders placed by existing customers and is an important indicator of customer
loyalty. As marketing costs for existing customers are lower than for newly acquired customers, there is also
a correlation with profit.
Return rate.
One key advantage of trading in medicines and BPC products is a negligible return rate. As returns are a
significant cost factor in e-commerce, there is a direct correlation with the Company’s profit.
Research and Development.
As a Company with a focus on retail and other healthcare services, Redcare Pharmacy does not produce its
own products and therefore does not conduct research and development in the strict sense of the term. The
pharmacy sector and its customers currently find themselves in a profound transformation process, which is
driven by such megatrends as digitalisation and social change. These trends have a great impact on the way
customers live, work and consume.
Redcare Pharmacy is a customer-centric e-pharmacy platform that offers technology-driven solutions for
these changes. Most of our customer-facing systems are primarily initiated, refined and maintained internally.
We use external partners to obtain specific expertise or to increase our development capacity.
Our front-end platform, which is developed in-house, represents a custom-made solution to our customers’
needs and expectations. We are convinced that we can respond to new customer needs faster by having
sizable in-house development capacities. Going forward, we intend to continue investing strongly in our IT
capabilities and capacities to expand our technological advantage versus the competition.
In addition, we constantly develop our ERP and our warehouse management systems to increase operational
efficiency and processing capacity in line with sales growth. This is mainly accomplished with the support of
external IT specialists.
Combined Management Report.
54
Environmental and Social Report.
Sustainable development is an integral part of Redcare Pharmacy’s strategic positioning within the European
online pharmacy market which aims to create shared value for the Company and its stakeholders simultane-
ously. Being deeply convinced that a healthy life is only possible on a healthy planet, Redcare Pharmacy focuses
holistically on the topic of sustainability. The focus is on enabling and empowering every employee to work
and act sustainably – rather than building a separate sustainability function. Holistically integrating environ-
mental, social and governance (ESG) aspects in Redcare Pharmacy’s organisational structures and processes
and its business model will ultimately create long-term value for all our stakeholders.
Materiality & stakeholder engagement.
Beyond the focus on the three prioritised stakeholder groups – customers, employees and shareholders – we
are committed to behaving responsibly and with integrity in our interactions with suppliers, political parties
and non-governmental organisations.
The process of determining Redcare Pharmacy’s material topics is aligned to the four steps outlined by the
GRI standards. In 2020, the Company worked intensively on identifying the actual and potential, negative and
positive impacts across its activities and business relationships (internal and external stakeholders) on the
economy, environment and people, including the impact on their human rights.
On the Environmental and Social Report as part of the Annual Report 2023, no external assurance has
been planned and provided. From 2024 onwards, Redcare Pharmacy will be reporting in line with the new EU
Regulation – the Corporate Responsibility Reporting Directive (CSRD), including external assurance. Therefore,
the materiality approach will be revised to a Double Materiality Approach, which considers the effect of the
environment on the Company and vice versa. In preparation of the 2024 CSRD requirement our external auditor
has been engaged to perform procedures on the Double Materiality Approach and certain sustainability KPI's
and will report on the findings to Management and the Supervisory Board.
GRI disclosures in this section: 3-1, 3-2, 2-5, 2-29
Test the
material topics
against the
topics in the
Sector Standards
Test the
material topics
with experts and
information users
Material topics
Climate Protection
...........................................
Partnerships for
Healthier Lives
..........................................
Healthy Workplace
...........................................
Prioritize the
most significant
impacts for
reporting
4
Determine material topics for reporting
Engage with
relevant stakeholders
and experts
Use the
Sector Standards
to understand
the sectors’
context
Consider the
topics and
impacts
described in the
Sector Standards
Understand
the
organization’s
context
1
Identify
actual and
potential
impacts
2
Assess the
significance
of the
impacts
3
Identify and assess impacts on an ongoing basis
55
Combined Management Report.
Understanding the organisation’s context: GRI recommends its sector standards to understand the
organisation ’s context. Since there is no sector standard yet available for service-related business
models , the materiality definitions of Sustainalytics and MSCI ESG rating were considered. Understanding
internal and external stakeholder expectations allows Redcare Pharmacy to efficiently use resources to
work and report on the topics which have underlying materiality with respect to the Company’s business
model. The focus on three main stakeholder groups – employees, customers and shareholders – is
derived from Redcare Pharmacy’s core strategy on customer centricity and the Company’s belief that its
employees are a core competitive advantage, complemented by the Company’s investors who engage
in a proactive dialogue on ESG.
Identify the actual and potential impacts: This step was realised via an extensive internal analysis and
workshop series with all core departments of Redcare Pharmacy to identify the actual and potential
impacts . Based on the United Nation’s Sustainable Development Goals (SDGs), we analysed as to which
of the 169 targets mentioned in the SDGs the Company could have a positive or negative impact. To
make this analysis feasible and profound at the same time, the target-level approach was based on the
scientific work of Van Zanten and Van Tulder published in “Multinational enterprises and the Sustainable
Development Goals: An institutional approach to corporate engagement” (van Zenten, J.A., van Tulder,
R., 2018). Customers and investors were presented the long list of actual and potential impacts and had
the opportunity to extend the list.
Assess the significance of the impacts: This was analysed through internal stakeholders, first based
on the workshop sessions with functional departments, then followed by an assessment of the Board.
Subsequently, the external stakeholder perspective on the significance of impacts was again provided
by customers and investors via questionnaires.
Prioritise the most significant impacts for reporting: In 2021, a materiality review took place, with the
primary objective of improving the understanding of stakeholders through the change of terminologies.
Firstly, the wording for CO2 emissions was changed to Climate Protection; Sustainable Packaging was
changed to Circular Packaging; Data Protection became Data Privacy and Security; Employee Health and
Safety changed to Healthy Workplace. Secondly, to better manage positive and negative impacts per
material topic through increased granularity, the list of topics was extended from nine to twelve. Health
Services and Medical Supplies was separated into Partnerships for Healthier Lives, Digital Medication
Management and Pharmaceutical Quality. Corporate Governance and Sustainable Products were added
explicitly to the list to ensure a streamlined management process of material topics and to integrate
these as separately managed topics. Development and Training and Education to Promote Sustainable
Development were streamlined into Education and Development and separated from Equal Opportunities.
The following twelve topics are the building blocks of Redcare Pharmacy’s Sustainable Development
Strategy “Because we care”, clustered in the three pillars Patient Care, Planetary Care and Employee
Care and addressing the prioritised SDG targets.
1
2
3
4
56
List of the material topics
In the following, the management of each material topic is described separately, including a description
of actual and potential, negative and positive impacts on the economy and people, including impacts on
their human rights and the Company’s involvement, as well as policies, commitments, and actions taken or
intended to be taken. Where not stated differently for single material topics, processes to track effectiveness,
progress evaluation indicators and targets as well as lessons learned and stakeholder insights are reviewed,
incorporated and aligned to the Company’s overall annual operating planning processes and its management
review.
GRI disclosures in this section: 2-29, 3, 3-1, 3-2, 3-3
1. Planetary Care.
1.1 Climate Protection.
1.3 Sustainable Products.
1.4 Green Workplace.
1.2 Circular Packaging.
3.1 Healthy Workplace.
3.2 Equal Opportunities.
3.3 Education & Development.
3.4 Good Governance.
3. Employee Care.
2. Patient Care.
2.1 Partnerships for Healthier Lives.
2.2 Digital Medication Management.
2.3 Pharmaceutical Quality.
2.4 Data Privacy & Security.
3.8 4.4 | 4.7 5.5
8.4 | 8.7 | 8.8
9.6 11.6 12.5 13.a 16.6
Prioritised SDG Targets
57
1. Planetary care.
A healthy life is only possible on a healthy planet. Redcare Pharmacy has identified negative impacts its
business relationships have on the environment, which are mainly related to resource usage and emissions
caused due to packaging and shipping of parcels, as well as the production of products sold. Both are indirect
impacts. Thus, the Company is focusing on collaborative approaches with partners and suppliers. In light
of Redcare Pharmacy’s growth rate, the Company wants to find ways to decouple environmental impacts
from economic growth. Within Planetary Care, Redcare Pharmacy reports within Climate Protection on GRI
305-Emissions based on the GHG protocol, within Circular Packaging and Sustainable Products on GRI
301-Material and within Green Workplace on GRI 302-Energy and 306-Waste. Quarterly internal reporting
and steering of the environmental impact in line with the GRI KPIs allow the Company to stay accountable
and make data-driven decisions that enhance its sustainability efforts.
1.1 Climate Protection.
Redcare Pharmacy has committed to a science-based net zero 2040 target – in align-
ment with the Paris Agreement’s 1.5 °C target, including Scope 1, 2 and 3 emissions.
This objective requires not only detailed carbon accounting, but also a systematic
and consequent steering of the emissions across all business activities and along
the supply chain. Redcare Pharmacy therefore uses effective science-based tools to
keep on track to 1.5 °C, no matter how dynamically its business evolves. The com-
mitment entails decarbonisation along the Company’s value chain.
Redcare Pharmacy’s carbon management consists of three recurring steps:
Measure, offset, reduce. Redcare Pharmacy reports entirely in accordance with
the GHG-Protocol and GRI.
Combined Management Report.
93 %
of packaging
material from
recycled input
4
th
sustainability
attribute added
in webshop for
products without
microplastic
83 %
renewable
energy across
all locations
81 %
of waste
gets
recycled
72 %
reduction of
Scope 1 & 2
emissions
compared
to 2020
58
Measure.
In collaboration with the external carbon accounting service provider Cozero, Redcare Pharmacy calculated
the Corporate Carbon Footprint (CCF) for 2023. The CCF does not include upstream emissions of products
sold by the company, this is defined as the product carbon footprints (PCFs) of sold products. The consolidation
approach for Scope 1, Scope 2 and Scope 3 emissions is operational control. The Company accounts for all
entities with operational control. Redcare Pharmacy’s organisational boundary is therefore everything over
which the Company has operational control.
In addition to CO2, the greenhouse gases included are the six other gases regulated in the Kyoto Protocol:
Methane (CH4), nitrous oxide (N2O), sulphur hexafluoride (SF6), hydrofluorocarbons (HFCs and HFCs) and nitro-
gen trifluoride (NF3). These are converted into the greenhouse potential of CO2 and thus form CO2 equi valents
(CO2e), here simply referred to as CO2. Emission factors and global warming potential (GWP) rates
are provided by Cozero and taken from the following international databases: DEFRA, EPA, EEA, UBA, GHG
Protocol, ADEME, AIB, EU OSR, EXIOBASE, FOEN, GEMIS 5.0 and World Bank. Where possible, the databases
use GWP of the 100-year assessment from the IPCC. Redcare Pharmacy does not emit any biogenic emissions.
The baseline year for reporting Scope 1, Scope 2 and Scope 3 emissions is defined as 2020, since this is the
year when detailed emission accounting started. In 2022, the Company switched to the CO2 accounting plat-
form Cozero. In 2023, equipment gas leakage was included in the Scope 1 emissions and recalculated back
until base year 2020 for all entities in scope for the first time. These recalculations were based on the 2023
results of the category, allowing us to conservatively account for the organic growth that has occurred within
the entities in scope since the base year. Methodological improvements were also achieved in the following
categories: logistics of sold products, purchased logistics, facility management, purchased services (call
centre emissions), production goods and materials (packaging material and IT hardware). According to the
Company’s recalculation policy which is based on the requirements of the GHG protocol, these values have
been adapted to gain comparable results throughout all reporting years. Emissions from all acquired entities
have also been added until the base year, including 100 % of those of MediService (acquisition in 2023), since
Redcare has consolidated MediService AG figures as of the closing of the transaction as disclosed in the
finan cial accounting policies in the consolidated financial statements. MediService emissions for Scope 1,
Scope 2 & Scope 3 categories in the years up to and including base year of 2020 were based on conservative
2023 calculations (in cases where year specific data was not available for categories in scope). This ensured
that the historical emissions of MediService are not underrepresented due to lack of available (historical) data
and that the new entity inclusion would not disproportionately influence the results of other locations and
entities . The emissions are accounted for in Redcare Pharmacy’s Corporate Carbon Footprint (CCF) as shown
in the graph below:
59
Combined Management Report.
Scope 1
emissions
include the following GHG protocol categories, across all facilities:
Facility fuel use. Facility fuel use contains gas consumption which is partly Scope 1 and
partly Scope 3 emissions. Only the Scope 1 emissions are accounted for here.
Company vehicles (vehicles leased by the organisation which are under operational control).
Company vehicles contain fuel consumption, which is partly Scope 1 and partly Scope 3
emissions. Only Scope 1 emissions are accounted for here.
Equipment gas leakage (fugitive emissions of refrigerants).
Scope 2
emissions
include the following GHG protocol categories, across all facilities:
Purchased Electricity (only those that are Scope 2 emissions).
Purchased Heat, Cooling (only those that are Scope 2 emissions).
Scope 3
emission
calculations
include the following GHG protocol categories, across all facilities:
Business travel.
Employee commuting (including home-office and contingent workers).
Logistics of sold products (outbound logistics from Redcare warehouse to the customer
as well as returns, including print-marketing logistics).
Operational waste.
Operational water management (water supply and water discharge).
Production goods and materials (focus on the main drivers and steerable elements:
Packaging material and copy paper, print-marketing material, IT hardware).
Purchased electricity (only that which is a Scope 3 emission).
Purchased heat, steam, cooling (only those that are Scope 3 emissions).
Purchased fuel use for facilities and company vehicles (only those that are Scope 3 emissions).
Purchased logistics (inbound logistics from the supplier to the Redcare warehouse).
Purchased services (IT CapEx and OpEx for software, telephone & internet,
call centre emissions, print-marketing services, website visits, digital newsletters,
marketing software, postal service).
60
Table 1 shows the GHG emissions for 2020, 2022 and 2023 divided into Scope 1, Scope 2 (location-based
and market-based) and Scope 3. Since 2020 is the base year from which Redcare Pharmacy defined short-
and long-term decarbonization targets, 2020 comparatively shows the base line to the reporting year and the
previous year. After switching to 100 % renewable energy in Sevenum and Milan in 2022, the gap between
location and market-based Scope 2 emissions increased significantly. This is especially the case for emissions
from downstream transportation, packaging material and marketing, which increased between 2020 and 2023.
In the case of transportation and packaging, this was due to a 75 % increase in orders in 2023 compared to
2020. In 2022, the Company was able to switch both logistics locations to 100 % renewable energy, drastically
reducing Scope 1 and market-based Scope 2 emissions (while location-based emissions are increasing due
to increasing energy consumption as a result of organic growth). Additionally, packaging material was switched
to a more sustainable option lowering the Company’s Scope 3 emissions. The overall increase in Scope 3
emissions is due to business growth.
Compared to the numbers reported in 2022, the reduction in Scope 1 values compared to base year is lower
than reported previously due to the first-time inclusion of emissions from equipment gas leakage as well as
other recalculations performed for all entities up to the base year. Consequently, the recalculation of Scope 1
and 2 emissions results in significantly different values compared to the previous year statements. Compared
to previously reported Scope 1 values, an increase of 33.96 t CO2 for 2020 and 158.54 t CO2 for 2022 can be
noted. For Scope 2 (market-based) results, 2020 reported value was restated as 237.07 t CO2 lower, while
2022 got increased by 55.75 t CO2.
Redcare Pharmacy managed to grow emissions significantly less from 2022 to 2023 while increasing the
order rate and therefore reduced the emission intensity significantly by 8.24 % (compared to 2022). To steer
a decoupling of emissions from its economic growth, Redcare Pharmacy considers emissions on a per order
basis; where orders are excluding orders from third-party sellers via the Redcare marketplace (Table 2).
Therefore, all emissions (Scope 1, Scope 2 and Scope 3) from all GHGs shown in Table 1 are included.
Table 1: GHG emissions in 2020, 2022, 2023 presented per Scope
GRI Scope unit 2023 2022 2020
305-1 Direct (Scope 1) GHG emissions t CO2 249.1 246.5 384.2
305-2a Energy indirect (Scope 2) GHG emissions
(location-based)
t CO2 3,228.3 2,922.5 1,513.4
305-2b Energy indirect (Scope 2) GHG emissions
(market-based)
t CO2 197.0 196.8 1,228.2
305-3 Other indirect (Scope 3) GHG emissions t CO2 23,905.4 21,469.5 12,501.5
GRI disclosures in this section: 305-1, -2, -3
Table 2: GHG Emission intensity per order for 2020, 2022, 2023
GRI Scope unit 2023 2022 2020
305-4
Scope 1 kg CO2/unit 0.009 0.010 0.023
Scope 2 kg CO2/unit 0.007 0.008 0.074
Scope 3 kg CO2/unit 0.822 0.894 0.752
Total kg CO2/unit 0.837 0.913 0.849
GRI disclosures in this section: 305-4
61
Combined Management Report.
Offset.
Redcare Pharmacy completely offsets the emissions of its Corporate Carbon Footprint (CCF) as defined
above (excluding upstream emissions of products sold via the platform). The offsetting costs are allocated
internally to those cost centres responsible for causing the emissions; internalising environmental costs and
having a price per ton emitted is incentivising more ambitious CO2 reduction.
In 2023, CCF emissions were offset via the following projects: 1,745 credits from the VCS/CCB Generation
Forest ARR (Afforestation, Reforestation, and Revegetation) project in Panama with vintage dates 2018 – 2021;
7,015 credits from the REDD+ Evergreen project in Brazil with 2021 vintage; 8,100 credits via the REDD+
Tambopata project in Peru with 2019 vintage; 640 credits from Klim Regenerative Agriculture projects with a
2022 vintage date; 167 credits from the Waterboro. This results in a share of removal credits of 14.45 % over
the total offsetting portfolio.
Tambopata REDD+ project in Peru
Evergreen REDD+ project in Brazil
Forest Management
Generation Forest Afforestation,
Reforestation and Revegetation
(ARR) in Panama
Klim Regenerative Agriculture
in Germany
Waterboro Improved Forest
Management (IFM) in USA
Carbon Offsetting Projects in t CO
2
e
8.100
7.0 1 5
1.745
640167
62
Reduce.
The Company’s long-term reduction target is the net zero 2040 target. In 2021, the Company developed
science -based reduction pathways aligned to the Paris Climate Agreement. This was done in collaboration
with right. Based on science GmbH (right.), the developer of the X-Degree Compatibility (XDC) model calculating
the impact of Redcare Pharmacy on global warming, thus its temperature alignment. The model calculation
is based on the Company’s gross value added (GVA) and its earnings before interest, taxes, depreciation and
amortisation (EBITDA) as economic dimensions. It calculates an emission budget the Company is allowed to
emit over time given its share of the global economy. This budget is in line with a global temperature rise of a
maximum of 1.5 °C and is allocated over the years to net zero emissions in 2040. Redcare Pharmacy monitors
its emissions on a quarterly basis. The science-based reduction targets include Scope 1, 2 and Scope 3
emissions , including upstream emissions of products sold in the retail business. The mid-term reduction target
is to reduce Scope 1 and 2 market-based emissions by 2025. While last year this target was reached in the
meantime, acquisitions and the accounting changes of adding gas leakage emissions led to a revision of the
past year’s disclosures. This means that on the way to reach the 80 %, by 2023 a reduction of 72.3 % was
reached. For short-term reduction steering, the above emission per order intensity KPI is steered internally
on a quarterly basis with department-specific annual targets. A per order reduction of 8.24 % was achieved.
1.2 Circular Packaging.
In 2023, Redcare Pharmacy made further progress in reducing the negative environmental impact of packaging
used for shipping. The Company’s Circular Packaging Strategy aims to close the loop, while ensuring the
safety and quality of the products shipped through three inherent building blocks: Reduce, reuse and recycle.
To embody circularity into Redcare Pharmacy’s DNA, the Company is actively researching and supporting
recycling initiatives that encourage consumers to dispose of packaging materials responsibly. The key is to
invest in innovative packaging materials that are not only eco-friendly but also ensure product safety and quality.
Redcare Pharmacy’s goal for 2023 was to reach a share of recycled materials of 90 %. Through several improve-
ment projects, the Company has reached a recycled share of 92.52 % (excluding packaging material utilized
in Dutch market). The development between 2022 and 2023 can be seen in Table 3. It is also introducing a
new KPI, namely recyclability of packaging materials. This provides more transparency into one of the three
circularity building blocks: recycle. Additionally, throughout 2023, improvements were made to the packaging
data structuring and the methodology that is used in packaging data analysis. These improvements allowed
us to identify and correct the accounting mistakes stemming from less accurate historical data used previously.
Additionally, more detailed and accurate supplier specific data allowed us to further improve the methodo-
logical approach and result accuracy of the material use. This impacted the total reported amount of packaging
used in 2021 and synthetic material used in 2022. Such methodological and data quality changes subsequently
improved the overall result quality from historical data perspective as well allowed us to ensure accurate that
an 2023 reporting can take place. These improvements resulted in a number of restatements. An increase of
total material weight in 2021 by 76,293 kg and 2022 by 30,517 kg can be noted. In addition to the changes in
reported total packaging amounts, a recycled share data correction for historical data also occurred. The 2021
result was restated to 80.73
% (previously reported as 0.65
%), and a reduction for 2022 from 88.71
% reported
previously to 88.39
% is stated (reduction of 0.32
%). The final recalculated values for 2021, 2022 and 2023
can be seen in the Table 3 below.
63
Combined Management Report.
Table 3: Materials used for packaging and their recycling share in 2021, 2022 and 2023 at the logistic location
Sevenum including NOW! services.
Materials used by weight or volume: Total weight (kg) 2023 2022 2021
Boxes Cardboard 3,524,583 2,063,751 2,635,019
Filling materials, labels, tapes Synthetic materials 199,315 243,065 206,302
Total 3,723,898 3,306,816 2,841,321
Per order 0.128 0.138 0.144
Recycled input materials used (share %) 2023 2022 2021
Boxes Cardboard 96.53 % 93.34 % 83.36 %
Filling materials, labels, tapes Synthetic materials 21.67 % 22.96 % 47.08 %
Total 92.52 % 88.39 % 80.73 %
All data are sourced from packaging materials procured from external suppliers within the defined time period
and reported from direct measurements.
GRI disclosures in this section: 301-1, 301-2
1.3 Sustainable Products.
Customers’ purchasing decisions are an important lever for Sustainable Development. Redcare Pharmacy
developed and launched its sustainable assortment strategy to offer customers more sustainable choices by
increasing the portfolio of sustainable products as well as transparency on sustainability attributes. In 2022,
the first three sustainability categories were revised and launched in the webshop for organic, vegan and
certified natural cosmetic products. In 2023, a further category, namely no microplastic, went live, and the
first marketing activities were realised to educate customers and increase awareness of more sustainable
choices.
Another initiative is the ambitious management of product return rates, directly affecting impacts on the
climate and resource usage. Redcare Pharmacy has been able to keep the return rate stable over the past
years (Tables 4 and 5). The low return rate of 0.73 % in 2023 indicates that the environmental impact of returns
is kept to a minimum. The packaging material for the returned products is calculated as the percentage of
returns applied to the packaging material. Due to the improved methodology and correction of historical
data of total packaging used (as described in the sub-chapter “Circular packaging”), the returned product
packaging estimations have also been restated in the Table 5 below for the years 2021 and 2022. Compared
to previous reporting, 2021 returned packaging total weight increased by 0.27 tonnes and 2022 by 0.17
tonnes.
64
Table 4: Return rates 2021, 2022, 2023
Return Rate 2023 2022 2021
Total 0.73 % 0.72 % 0.72 %
Table 5: Packaging of returned products 2021, 2022 and 2023
Reclaimed products and their packaging materials (t) Material 2023 2022 2021
Boxes Cardboard 25.63 22.06 18.97
Filling materials, labels, tapes Synthetic materials 1.45 1.75 1.49
Total material used to package returns 27.08 23.81 20.46
GRI disclosures in this section: 301-3
1.4 Green Workplace.
In the following sections, the main impact on the environment resulting from Redcare Pharmacy’s operations
and facilities and the development of the main KPIs measuring this impact are discussed. By the end of 2025,
the company aims to build up an international environmental management system according to ISO 14001.
Energy.
A pivotal step forward to decrease energy consumption was VENLO 2020 – the construction of a new building
with the highest environmental standards outlined by BREAAM – for which the Company received a Very Good
certification for the office building. Heat pump and photovoltaic installations ensure energy supply without
fossil fuels. By running the Redcare Pharmacy headquarters in Sevenum and the new warehouse in Milan on
100 % renewable energy, the Company reached a share of 83.09 % renewable energy across all locations in
2023. A share of 23.65 % (2,168,628 kWh) of Redcare Pharmacy’s total energy consumption is estimated to be
generated by a photovoltaic installation on the rooftop of the Sevenum headquarters and logistics location.
As photovoltaic system energy production report for Q4 was not available when this reporting period was
closed, estimates based on previous confirmed production performance were used to estimate the expected
Q4 solar energy production. For 2020, 2021 and 2022, a recalculation of the actual energy consumption for a
number of international locations was done. As new and more representative energy use data became availa-
ble,
mistakes in previously reported (2020, 2021 and 2022) data were noticed and corrected, or the calculation
methodology changed (e. g. due to switch to a new carbon accounting platform Cozero), all facilities in scope
were reviewed. For the facilities that were impacted by the new data or methodological changes, recalculations
were performed to ensure carbon emission and energy use statements are based on only the most accurate
available information. After recalculations, 2021 total energy consumption increased by 40,538 kWh and 2022
by 665,025 kWh total. In 2021, the Company had set a target of 100 % renewable electricity by the end of 2023
but only a share of 92.58 % was reached. The target was missed because some facilities have very restricted
options for switching the electricity mix. Nevertheless, the initiative will continue, and we aim to reach the
target in 2024.
65
Combined Management Report.
Table 6: Energy consumption within the organisation in 2021, 2022, 2023 at all location facilities
Unit 2023 2022 2021
Electricity Grid mix kWh 610,890 608,442 1,639,361
Renewable kWh 7,619,289 6,739,583 5,887,236
Total kWh 8,230,180 7,348,025 7,516,114
Share of renewables 92.58 % 91.72 % 78.33 %
Heating & Cooling Gas, district, generators kWh 837,579 827,241 1,005,614
Fuel (diesel) kWh 97,141 92,901 49,548
Fuel (petrol) kWh 4,910 4,910 759
Energy Total kWh 9,169,810 8,273,077 8,572,036
Renewable energy Total kWh 7,619, 28 9 6,739,583 5,887,236
Share of renewable energy consumption % 83.09 81.46 68.68
GRI disclosures in this section: 302-1
Relating the total energy consumption to the economic growth, the energy intensity inside the organisation
shows the energy consumption per order. From 2022 to 2023, the Company achieved a reduction of 8.48 %
(based on a direct year-over-year comparison between 2022 and 2023 energy intensity values).
Table 7: Energy reduction inside the organisation as energy consumption per order for 2021, 2022, 2023.
All types of energy are included.
Energy intensity (per order) Unit 2023 2022 2021
Total kWh 0.32 0.34 0.43
GRI disclosures in this section: 302-3
Waste.
While it is significant to rethink the Company’s procurement of resources needed to operate, including energy
or materials, it is similarly important to ensure sustainable waste management and thus continuously improve
circularity of resources.
Waste data has been recalculated for the years 2021 and 2022 so that all years presented include waste
generated in own operations at all international locations in most representative and unified way (Table 8),
with any mistakes found in historical data corrected during the process. Recalculations were performed by
using newly acquired primary data directly from waste management companies where possible, as well as by
utilizing an improved methodology for estimating total waste amounts for locations where no primary data was
available previously. This allowed all locations to report more accurate waste data than it was done before. This
meant restatements for hazardous and non-hazardous waste reported values, due to both methodological
changes and improvements in available data quality used for reporting. For 2021, the restatement of hazardous
waste amounts meant a total decrease of 0.21 tonnes (from 8.23 to 8 tonnes) and in 2022 an increase by 0.94
tonnes (from 11.77 to 12.71 tonnes). As for total waste, recalculations performed meant an increase of 646.9
tonnes (from 1,417.7 to 2,064.6 tonnes) in 2021 and 641.69 tonne increase for 2022 (from 1,438.98 to 2,080.67
tonnes). The amount of waste remained relatively constant throughout the years 2022 and 2023 even as orders
increased strongly, leading to a reduction of waste per order from 86.7g to 72.5g by 16.3 %.
GRI disclosures in this section: 306-3
66
Table 8: Waste generated within all locations classified by hazardous and non-hazardous waste for
2021, 2022, 2023
Waste generated (total) Unit 2023 2022 2021
Hazardous waste
Medical t 9.60 12.71 8.00
Non-hazardous waste
Residual t 371.33 341.25 424.72
Wood/bio t 412.97 567.76 212.74
Metal t 7.14 8.52 13.08
Electronics t 0.81 1.95 0.29
Foil/plastics t 38.07 17.13 19.60
Paper t 1,269.37 1,131.34 1,386.16
Total t 2,109.29 2,080.67 2,064.60
GRI disclosures in this section: 306-3a
Waste-related impacts can be classified in two categories: Hazardous and non-hazardous waste. Hazardous
waste, as in medical waste, is non-recyclable. The inadequate treatment or disposal of hazardous waste
crucially impacts both humans and the environment. The use of certified waste disposals ensures an adequate
treatment of hazardous waste. When medical waste is disposed of in the sewage system by the Company’s
patients, the municipal wastewater treatment plants cannot filter the substances, and this enables them to
enter the water cycle as well as the soil via sewage sludge from the wastewater treatment plants (Umwelt-
bundesamt, 2022). Impacts consider water, air or soil exposure (Zhang et al., 2022).
Most of the waste created onsite, e. g. paper and plastics, is non-hazardous but may still have impacts on
ecosystems and human health. Poor waste management contributes to climate change and pollution across
multiple sectors. Plastics frequently contain additives that often extend their life to at least 400 years to break
down (Parker, 2019) with consequences for humans, marine organisms, soils and groundwater (Knoblauch,
2020).
GRI disclosures in this section: 306-1
Whenever waste is produced there is a certain risk for the environment and human health, but certified waste
management companies ensure management of waste according to contractual and legislative obligations.
In Sevenum, accounting for >85 % of the total waste, the external waste management provider is certified in
line with ISO 9001:2015 (TÜV Nord, n. d.) and ISO 14001:2015 (ISO, 2015). Working with certified waste manage-
ment companies keeps the waste-related impacts to a minimum.
GRI disclosures in this section: 306-2
67
Combined Management Report.
2. Patient care.
Until every human has their health. The Company’s vision represents how Redcare Pharmacy creates positive
societal value, with its core business facilitating affordable and safe access to medication and health services.
Being a pharmacy, Redcare’s role is putting care at the heart of everything it does, guiding people through
their health to help turn bad days into better ones. This makes PATIENT CARE the most crucial part of Redcare
Pharmacy’s Sustainable Development strategy. All revenue generated comes from services which contribute
to SDG target 3.8, defined as “achieving access to quality essential healthcare services and access to safe,
effective, qualitative and affordable essential medicines and vaccines for all”. The significant responsibility in
ensuring societal health became even more tangible during the Covid-19 developments which prioritised the
consistent supply of medication.
2.1 Partnerships for Healthier Lives.
In 2023, Redcare Pharmacy strengthened its e-pharmacy platform by extending the number of local partner
pharmacies in Germany and Austria. For patients’ access to medication, the pharmacies’ promise to fulfil
a same- and next-day delivery is key. For this, Redcare Pharmacy has strategic partnerships with carefully
selected local pharmacies. But partnerships to enable healthier lives go beyond local pharmacies. Redcare
Pharmacy engages in regular and valuable exchanges with political decision-makers on the further develop-
ment of the European Health Union, as well as the development and digitalisation of the national health-
care systems. Redcare Pharmacy places collaboration above competition when it comes to patients’ health
outcomes and is an active player in the European Association of e-pharmacies (eaep). Partnerships to
work together with other important healthcare players, amongst others, health insurances or doctors, are
encouraged.
71
strong net
promoter score
10.8 Mill.
of active
customers
+ 2 MILL.
users of
REDCARE’S digital
medication
management
services
+45 %
adherence
increase for
MyTherapy
users
Increased
number
of local partner
pharmacies in
Germany and Austria
for NOW! delivery
68
2.2 Digital medication management.
Beyond the Company’s excellent provision of access to medication, Redcare Pharmacy improves the lives of
people taking medications through its medication management services. Medication management places a
particular focus on people taking prescription medications. Additionally, designated, disease-specific offerings
provide expert support for people living with chronic diseases. Dedicated programmes e. g. for multiple
sclerosis , asthma, rheumatism, diabetes, psoriasis and HIV, offer people the experience and knowledge that
the Company’s pharmaceutical experts have gathered over the years about living with these diseases.
Scalable digital services, such as the MyTherapy App and MedApp support people 24/7 to administer and
adhere to their medications safely and to have informed conversations with their healthcare providers. Every
year more than two million people use the Company’s medication management services globally. Scientific
evidence shows that medication adherence increases by more than 45 % for users of the MyTherapy App.
Many of these patients engage with the application several times a day. This creates the opportunity for
Redcare Pharmacy to improve the lives of patients and establish the Company as a leading provider of
high-quality pharmaceutical remote care. The medication management roadmap foresees a further expansion
of digital services to maintain and further build out Redcare Pharmacy as the leading e-pharmacy platform in
Europe. In 2023, the Company worked on increasing the measurability of its patient services to demonstrate
and steer positive impact on people’s lives through scientifically validated instruments within the MyTherapy
app. In 2024, the Company will advance the quarterly steering of two social KPIs to measure users’ mental
well-being and medication adherence.
2.3 Pharmaceutical quality.
As a pharmacy, Redcare Pharmacy is committed to the highest safety and quality standards. Customer safety
and quality of care are considered the top priorities within the organisation. Redcare Pharmacy guarantees
the safety and quality of products and services by continual compliance with international and national regu-
lations and standards. These standards include primarily the Good Distribution Practices (GDP) for the safe
distribution of human and veterinary medicines, the certified audit of ISO 9001:2015 for an optimal quality
management system, regulation on organic products for the safe storage and selling of organic products,
and the Royal Dutch Pharmacists Association (KNMP) guidelines for reliable and safe pharmaceutical care.
A dedicated Quality department is responsible for the provision of continuous insight and steering information
on all quality and safety aspects, which lead to the identification of risks and opportunities for continuous
quality improvement. As a pharmacy, Redcare provides a yearly overview of important quality and safety
indicators to the KNMP. By digitalising these indicators, the Company has continuous information on the quality
and safety level of the pharmaceutical services which is used to continuously improve the care provided by
the pharmacy.
69
Combined Management Report.
Beyond this, additional risk-based internal audits are conducted throughout the organisation to determine the
extent to which the products and services meet internal and external guidelines, protocols and/or standards.
Based on the audits and deficiencies, opportunities for improvement can be identified, and the measures
required to maintain and/or improve the required safety and quality become visible and tangible. In 2023, the
Company published a policy setting out standards and procedures as well as increasing transparency on
ensuring these; the Quality and Safety Practices can be found on the Company’s website.
2.4 Data Privacy and Security.
The General Data Protection Regulation (EU) applies to all business lines and entities. However, being a pharmacy
at its core, Redcare Pharmacy has a special responsibility to ensure exceptional data privacy and security that
goes beyond legal requirements. Detailed information regarding the Company’s comprehensive data privacy
and security policies, processes and commitments can be found in Redcare Pharmacy’s Information Security
Practices published on the Company’s corporate website. The Company’s practices are audited in an ISO
27001 surveillance audit and have been validated without conditions, ensuring confidentiality, integrity and
availability of information the Company handles. The ISO certification covers Redcare Pharmacy’s risk assess-
ment and risk mitigation practices and security controls. The target for 2025 is to additionally become ISO
27701 certified. In 2023, the Company did not receive any substantiated complaints concerning breaches of
customer privacy from an outside party or from regulatory bodies.
GRI disclosures in this section: 418-1
In 2023, a dedicated Corporate Governance and Compliance department was formed responsible for, amongst
others, data and privacy protection and information security. The team reports to the Chief Financial Officer,
securing Board-level oversight.
Each employee receives training on data protection and security, privacy and cybersecurity at a minimum on
an annual basis. Redcare Pharmacy has concluded data protection agreements/addendums with its service
providers to ensure that the same level of confidentiality and data security is implemented by its subcontractors.
Redcare Pharmacy has the right to perform audits to monitor the compliance of its subcontractors with the
agreed technical and organisational measures regarding data confidentiality and security. A service provider
management system has been implemented.
GRI disclosures in this section: 416-1
70
3. Employee care.
The third pillar of the BECAUSE WE CARE strategy enhances again the SOCIAL and the GOVERNANCE
dimension of the Company’s ESG approach, focusing solely on its employees with the main aim of caring
about its employees’ lives as it does about those of patients and customers. The company’s culture is
based on five clear values formulated as actions:
We start everything
with people.
We stay
mission critical.
We take it seriously,
demand accuracy
and do it urgently.
Every day.
We open doors for
anyone.
We try harder
so more people can
reach their best.
We think in
lifetimes.
We build what
lasts so we can be
there for life.
We thrive in
change.
We seek out what’s
next, because
people’s health
depends on it.
We only move forward if we’ve put
others’ needs first.
2,396
employees
(measured in
headcount)
Publication of
Diversity &
Inclusion
policy and targets
Launch of
performance and
development
review programme
32 %
female share
of top and
sub-top
71
Combined Management Report.
At Redcare we start everything with people. In a world where all persons have their health, we make sure that
not only our customers, but also our people are healthy. Redcare invests in a culture that cares for people and
creates equal opportunities. A culture that enables constant learning and development and balances work,
life and health. At Redcare we believe that only healthy people are happy people that give their best for other
people. Health is different for every human, depending on their lifestyle, age and story. For all, we find the
right offers and services because it might be critical for their lives. We take special care and rethink what we
do every day. The redefined company values were successfully launched with the rebranding of the company
to Redcare Pharmacy in 2023, and there are no plans to changes them in 2024. We will continue to foster and
promote our culture especially considering our rapid FTE growth and our international setting. Reference is
made to the Governance section for the effectiveness of and compliance with our Company Code of Conduct.
Universal Declaration of Human Rights (UDHR).
As an average across the reporting period 2023, Redcare Pharmacy employed 2,075 FTEs, comprised as follows
compared to 31 December of previous years:
2023 % of total 2022 % of total 2021 % of total
By gender Number of employees (male) 922 44.4 % 903 41.7 % 1,057 57.9 %
Number of employees (female) 1,151 55.5 % 1,261 58.2 % 769 42.1 %
Number of employees (other) 2 0.1 % 2 0.1 % 0 0.0 %
By age group Under 30 years 494 23.8 % 586 2 7.1 % 593 33.0 %
30– 50 years 1,223 58.9 % 1,198 55.3 % 894 49.0 %
Over 50 years 358 17. 3 % 382 1 7.6 % 339 18.0 %
By employment type Full-time employees 1,725 83.2 % 1,638 75.6 % 1,341 73.4 %
Part-time employees 349 16.8 % 528 24.4 % 485 26.6 %
By region Netherlands 1,178 56.8 % 1,433 66.2 % 1,316 72.1 %
Germany 646 31.1 % 589 2 7. 2 % 430 23.5 %
Belgium 72 3.5 % 70 3.2 % 65 3.6 %
Italy 72 3.5 % 63 2.9 % 10 0.5 %
Switzerland 96 4.6 % 0 0.0 % 0 0.0 %
Other international locations 10 0.5 % 11 0.5 % 5 0.3 %
These disclosures do not include contingent workers, freelancers or voluntary workers but do include permanent
and temporary employees.
GRI disclosures in this section: 2-7
72
3.1 Healthy Workplace.
Redcare Pharmacy places a special emphasis on employees’ health, embracing the pharmaceutical core
of the Company through responsibility for its workforce. By the end of 2025 the Company aims to build an
occupa tional health and safety (OH&S) management system in line with ISO 45001 standards. The following
disclosures deal with the management approach for the health and safety of employees working at the
Company’s logistics locations in Sevenum and Milan, covering 45.6 % of the group's employees (FTE’s in
logistics including contingent workers). In Sevenum, 222,2 FTEs employees (16.5 % of the total employees
including contingent workers in Sevenum) are not employees, but their work is controlled by the organisation
and covered by the OH&S system that is internally audited and, on an irregular basis, externally audited by the
labour inspectorate. In general, the topic of employee health and safety is managed on a cross-departmental
basis by Human Resources and Facility Management and reviewed by management on a daily basis. Within
the Change and Deviation Management policy, all employees from all operational locations are encouraged
to communicate and report every deviation from approved processes, procedures, instructions or established
standards to the team lead or during their daily meetings. They are also encouraged to come up with ideas on
how a recurring issue can be prevented or resolved. Everyone is free to give feedback on processes, procedures
or work instruc tions to minimise the recurrence of deviations in the future. Additionally, exit interviews of
employees leaving help reveal discrepancies and room for improvement. This way, the Company’s standard
operating procedures (SOP) are in place at the headquarters in Sevenum and Milan enabling continuous
evaluation and improvement of the company’s OH&S. All guidelines for driving licenses and transport within
logistics as well as regulations for first aid, fire prevention and handling of dangerous goods are complied
with at both operational locations.
GRI disclosures in this section: 403-1, 403-2, 403-4, 403-8
Redcare encourages its employees to report concerns by using easy and safe reporting channels. Reference is
made to the Corporate Governance Report.
Sevenum specifics.
A key element of Redcare’s OH&S management is the creation of a dedicated position for a Health & Safety
expert, ensuring continuous development. The OH&S management system implemented by the Company
for the Sevenum location is in accordance with the Dutch legal requirements (Dutch Working Conditions Act,
Arbowet). The Arbowet requires all staff, visitors, trainees and other external parties who are in Sevenum to
be under the responsibility of Redcare Pharmacy.
GRI disclosures in this section: 403-1
When first aid is provided by a first-aid team member, the first-aid response logbook is filled in for small
incidents and the accident registration logbook for heavy incidents. In an accident analysis procedure, the
workflows, responsibilities and instructions for action are documented for all small and large incidents.
This is monitored daily to respond directly to incidents of any kind.
73
Combined Management Report.
An integral part of ensuring a healthy workplace is Risk Inventory and Evaluation (RI&E) according to the
Fine & Kinney method that is continuously updated in order to identify risks based on legal workplace safety
regulations. Each employee can report risks and hazards via a ticket system or near miss report that helps
mitigate these and at the same time documents workers’ needs. The RI&E allocates a score to all risks based
on severity and likelihood, that either do or do not require action for prevention. All departments are analysed
separately for their individual risks in offices, logistics, outer terrain, etc. The rating score is assigned by the
Health & Safety expert of Redcare Pharmacy, together with affected and involved stakeholders. If action is
needed, a responsible person is appointed to the action and given a deadline for a solution. A weekly audit
is conducted by the Facility Management, while a safety and facility audit is conducted every month under
the coordination of the Quality Management and the Health & Safety expert. Since 2021, there is a Workers’
Council in Sevenum that is committed to the well-being and health of employees and provides an option
for communicating difficulties at work while protecting workers from reprisals. In Sevenum, an action tracker
is included in the RI&E to ensure the transparent and thorough management of identified risks. These are
registered via a standard form for deviation management and assessed with five levels of severity and likeli-
hood that each follow a strict process on reporting, responsibilities and necessary actions. A Health & Safety
policy is under development and will be available from 2024. The risk management and action plan is regularly
assessed by a Health and Safety Task Group composed of Facility Management, Human Resources, the
Workers’ Council, the company doctor and the Legal department to ensure the complete coverage and
correct treatment of work risks and relevant policies. On an annual basis, the health and safety KPIs are
reviewed by the Executive Management.
On a weekly basis, a warehouse check is performed by the Logistics department and reviewed by the Quality
department to ensure that safety standards are maintained and to keep work-related risks to a minimum. As
an integral part of the GDP requirements, every employee at the operational locations receives quality, safety
and security training. In the event of dangerous situations arising, every employee can remove himself from the
situation and communicate the risk to the team-lead. In case of a near miss, a Near Miss report must be filled
out and sent to the Quality department and Facility Management. Redcare Pharmacy provides a physiotherapist
for employees working at the logistics warehouse in Sevenum to advise them how to work ergonomically in
the warehouse and prevent injuries. A gym is also provided to all employees in Sevenum at no charge, including
a high-efficiency group workout.
GRI disclosures in this section: 403-2, 403-3, 403-4, 403-5, 403-6
Milan specifics.
The OH&S system in Milan is managed according to Italian law D.Lgs 81/2008, ensuring adequate employee
training, first aid, fire prevention and licenses as well as risk assessments, emergency plans and documentation
of external companies and the usage of machines. In 2023, two teams for fire prevention and first aid were
formed consisting of 10 people each and with specific educational training on the respective topics. In Milan,
risk assessment and prevention are performed by an approved external consultancy for health and safety
management together with the facility manager. Each risk is classified by its severity and probability. For all
risks, a mandatory improvement plan is in place and is reviewed on a yearly basis. In Milan, it is mandatory for
employees to nominate a safety representative who is involved in all safety decisions and risk assessments.
In accordance with legal requirements, a company doctor offers regular medical checks to all employees.
In 2023, a certification process for ISO 45001 was started and will be finalised in early 2024.
GRI disclosures in this section: 403-1, 403-2, 403-4
74
General.
Employees are offered regular consultation hours and additional voluntary appointments with a medical officer.
This offer is made available in-house, under strict compliance and data protection rules for employees.
Company-wide initiatives promoting employee health include flu vaccinations and a health scan programme
to enable employees to receive feedback on their health status and suggestions to improve their physical
health and well-being.
To generate a mentally healthy work environment at Redcare Pharmacy, several mental health initiatives
were launched in 2023. Free digital psychological support is offered to employees, providing access to early
and immediate help whenever needed. Through different educational seminars, the Company has focused
on stress reduction and resilience, providing information on how to deal with and overcome stress at work.
A mental coach offers weekly mindfulness and resilience training. Additionally, Redcare Pharmacy supports
stop-smoking-actions. For critical personal or work-related situations, the Company has established a com-
prehensive, yet informal network of employee representatives. While all of them have received specialised
training, dedicated persons had been additionally trained and certified in the field of harassment. These con-
fidantes protect workers from reprisals and allow them to report risks and incidents anonymously. Redcare
Pharmacy offers employees the possibility to work from home, enabling them to balance family and work and
to take care of family members and children.
GRI disclosures in this section: 403-2, 403-3, 403-4, 403-6
3.2 Equal Opportunities.
At Redcare Pharmacy we strive to be a good and fair employer. We respect human rights and apply global
labour principles, which are reflected in our employment agreements, global and local policies and the way
we treat our employees. This list of principles is not exhaustive, as we strive to adapt all principles that fall
within the scope of being a good employer.
Redcare Pharmacy’s core belief is that diverse and inclusive teams create the most sustainable value and
thus prioritises equal opportunities for people with diverse demographic, cultural or sexual backgrounds,
perspectives and beliefs. This includes the professional and personal development of employees, fair and
equal pay and long-term social protection, as well as ensuring that any form of discrimination has no place
at Redcare Pharmacy.
We aim for diversity across all management levels. We already consider ourselves as a well-diversified and
inclusive company, but in addition also last year, several key management positions were filled with female
candidates to enhance management’s gender diversity. In early 2023, Redcare Pharmacy published its
Diversity & Inclusion (D&I) Policy with specific and ambitious targets. The Company has set a target for 2027
to increase the number of women on the Managing Board and the number of women in top management
positions (consisting of Director roles) to one-third. In 2022, the Company executed a grading and levelling
system which enabled the definition and reporting of gender diversity shares as set out in the Corporate
Governance section of this report as well as the definition of quantitative targets. These steps are the basis
for our initiatives looking forward including for instance a pay gap analysis.
75
Combined Management Report.
A key driver identified by the Company for more female leadership positions is increased flexibility. In 2021,
Redcare Pharmacy implemented a remote working policy to ensure flexibility. Another key driver to foster a
culture of inclusion and belonging in a broader sense of diversity and equity going beyond gender aspects
is awareness and the reduction of unconscious biases. That is why the executive management as well as
the recruiting team participated in unconscious bias trainings providing awareness and enabling recruiting
in a way that it further embraces the values defined in the D&I policy. In addition, a program for internal
ambassadors was launched and is going to be rolled-out in 2024 covering the topic of diversity and inclusion.
This employee engagement initiative aims to facilitate bottom-up initiatives and create a platform for dialogue
around the topic.
In terms of long-term social protection, in 2021 a Company pension plan was launched for all employees with
Dutch employment contracts whose pensions are not already covered by either the occupational pension fund
for pharmacists (SPOA) or the scheme for pharmacist staff (PMA). Additionally, all Shop Apotheke Service
GmbH employees are offered a Company pension programme on a voluntary basis and an individual and
independent consultancy service. Information regarding employee stock option-plans is published in the
notes to the financial statements as part of the Annual Report.
Redcare Pharmacy´s compensation philosophy aims to promote and reinforce the quality and commitment
of employees. The Company is committed to paying its employees fair and appropriate compensation in
the form of wages and salaries, social components and other perks. The ratio between the average and the
highest base salary is 1:13.6. In terms of total compensation, including variable salary components, the
spread is 1:22.3.
GRI disclosures in this section: 2-21, 405-1
2 40 % 3 60 % 0 0 % 5
1 20 % 4 80 % 0 0 % 5
15 32 % 32 68 % 0 0 % 47
1,151 56 % 922 44 % 2 0 % 2,075
SUPERVISORY BOARD
Management Board
Sub-top
Total employees
2023 Total
Female Male Other
76
3.3 Education & Development.
A dedicated team within the Human Resources function was established in 2022, further accelerating Redcare
Pharmacy’s learning culture, making it a learning organisation as well as promoting a feedback culture and
feedback skills. The Company’s approach to employee education and development can be clustered into
three pillars: People Development, Leadership Development, and Organisational Development. All three pillars
reflect sustainability, contributing to the objective of enabling and empowering every employee to take ESG
aspects into account on a day-to-day basis as well as in strategic decision making. This is partly achieved
through monthly learning sessions on ten Company-related ESG-topics as well as the integration of a sustain-
ability session in the onboarding programme of employees to strengthen their sustainability knowledge. The
target is to reach all employees with different formats of the BECAUSE WE CARE ACADEMY, the Company’s
own sustainability course.
GRI disclosures in this section: 404-1, 404-3
People development.
One major initiative taken in 2023 was the launch of a comprehensive and mandatory development and
perfor mance review for all employees in office functions, with different touchpoints throughout the year. The
structure of these talks between employees and managers entails the key aspects of the servant leadership
dimensions shown below, as well as the five actions that define the Company’s culture. To cultivate a culture
of learning at Redcare Pharmacy, people development is comprised of digital and self-directed offers as well
as more classical personal offerings. This ensures full scalability of people development at Redcare Pharmacy,
in line with the Company’s growth plans. The combination of self-directed and personal courses is reflected
in the language classes offered to all employees. A central role in promoting self-directed learning is the
rollout of the online learning platform Udemy and its flexible, on-demand learning opportunities, including
5,000+ top rated, engaging professional and personal development courses. Furthermore, an internal market-
place for learning offers will be made available Company-wide. We further optimized our onboarding program
by introducing online business and compliance presentations and trainings to ensure a great employee
experience right from the start.
GRI disclosures in this section: 404-1, 404-3
Leadership development.
In 2022 the Company developed and rolled-out its comprehensive leadership model, “Redcare Pharmacy’s
Model of Servant Leadership”, creating a common understanding for leadership and management develop-
ment. A key milestone was reached in 2023 with the further roll-out of 270° feedback for the Company’s
middle management, incorporating the competency fields from all three dimensions of the leadership model
which will be repeated regularly: “Leading Myself”, “Leading People”, and “Leading the Organisation”.
77
Building on this, the Company successfully completed its first development programme tailored to the needs
of young leaders, participants across various departments and entities of Redcare Pharmacy. Diverse training
programmes were also developed and launched for very specific leadership and management challenges in
functional departments such as customer service, logistics and IT product development. Individual leadership
coaching or career orientation and reflection opportunities continued to be offered.
GRI disclosures in this section: 404-3
Organizational development.
One of Redcare Pharmacy’s strategic initiatives for 2022 was to develop and start implementing a new organi-
sational design, aimed at ensuring continued customer-centricity while growing rapidly. This was executed
and established in 2023, reflecting the empowerment of the expert level with proximity to the respective
markets , instead of decisions being made in line with hierarchies. It included a redefinition of formalised
manage ment bodies as well as decision-making powers, responsibilities and accountabilities. The implemen-
tation of new structures and processes was accompanied by the introduction and development of a new HR
management software system which enables learning management, including data analytics of time invested
per employee. The system will continue to be rolled-out in the coming year to increase internal analytics
competencies, in line with increased external transparency on social indicators aligned to the CSRD and its
inherent ESRS disclosure requirements.
Combined Management Report.
Learning
Self-Management
Forward thinking
Transparency
Enabling …
People & Teams
Collaboration
Exploitation
Exploration
Tech & Data
Patient & customer centric
Leading the
Organization
Leading PeopleLeading Myself
Sustainability
Leadership
Model
Behaviours
Competency
fields
3 Dimensions
78
3.4 Corporate Governance Report.
The Managing Board and the Supervisory Board of Redcare are firmly committed to the principles of trans-
parent, responsible corporate governance and supervision. Redcare recognises the importance of clear rules
on corporate governance and, where appropriate, we have adapted our internal organisation and processes
to these rules.
An outline of our corporate governance structure is provided below.
Governance structure.
R
edcare is a Dutch public limited liability company listed on the Prime Standard Segment of the Frankfurt
Stock Exchange.
Our corporate governance practices are principally derived from our Articles of Association, the provisions
of the Dutch Civil Code, the Dutch 2022 Corporate Governance Code (“Corporate Governance Code”) and
complemented by our Code of Conduct and our internal policies and procedures. Given our stock listing in
Germany, Redcare also complies with the German capital market law and intends to also comply – on a
voluntary basis and where possible – with the recommendations of the German Corporate Governance Code.
Redcare has a two-tier board structure. The company is managed by a Managing Board consisting of exe-
cutive directors acting under the supervision of a Supervisory Board (consisting of non-executive directors).
Both boards are composed of members who have the knowledge, skills, experience and ability to properly
fulfil their roles and tasks. For a competence matrix, reference is made to the Supervisory Board Report.
Since 2021, a Works Council for employees at the Sevenum location has been in place.
GRI disclosures in this section: 2-9, 2-30
Capital structure.
On 31 December 2023, Redcare had a total of 20,203,286 ordinary bearer shares with voting rights. Each
share has a nominal value of EUR 0.02. The total share capital amounts to EUR 404,065.72. The Company
does not hold treasury shares. There are no share types other than the ordinary bearer shares.
There are no shares with special rights conferring powers of control.
Managing Board.
Responsibilities
The Managing Board is entrusted with the management of the Company and is responsible for creating long-
term value by establishing and achieving the Company’s strategic objectives, managing an adequate risk
management and internal control system, managing compliance with laws and regulations and embedding
its sustainability strategy into operations. In doing so, the Managing Board must take the interests of all
stakeholders into account.
79
The Managing Board consults with the Supervisory Board on important matters and submits certain decisions
to the Supervisory Board or to one of its committees for approval, as further described in the Articles of
Asso ciation. The Managing Board Rules are defined in consultation with the Supervisory Board. The Managing
Board has a Chief Executive who coordinates the work of the Managing Board and represents it in dealings
with the Supervisory Board.
The Managing Board is accountable for its actions to the Supervisory Board and the General Meeting of
shareholders.
The Managing Board requires the approval of the Supervisory Board for certain important transactions. Trans-
actions and measures that require Supervisory Board approval are submitted in good time to the Supervisory
Board, or to one of its committees to which particular powers are delegated.
GRI disclosures in this section: 2-13
Composition and appointment
The Supervisory Board determines the number of Managing Directors. Managing Directors are appointed by
the General Meeting on the basis of a non-binding nomination made by the Supervisory Board. A person
nominated by the Supervisory Board may be appointed as a Managing Board member by the General Meeting
by a resolution adopted by an absolute majority of the votes cast. If a person has not been nominated for
appoint ment as a Managing Board member by the Supervisory Board, the resolution of the General Meeting
to appoint such a Managing Board member requires an absolute majority of the votes cast representing more
than one third of the issued capital. The notice for any such General Meeting should state if a nomination has
been made by the Supervisory Board.
The full procedure for the appointment and dismissal of members of the Managing Board is explained in
Article 14 of the Company’s Articles of Association.
No Managing Board member holds more than two supervisory board positions at Dutch “large companies” in
accordance with Article 2:132a of DCC.
Each member of the Managing Board is appointed for a maximum period of four years, provided that if a
Managing Board member retires earlier, his term expires on the day following the day of closing of the Annual
General Meeting that will be held in the year in which his term expires.
The Supervisory Board is authorised to suspend a Managing Board member at any time. The General Meeting
may suspend and dismiss a Managing Board member at any time. A Managing Board member may be sus-
pended and dismissed by the General Meeting only based on a resolution passed by an absolute majority of
the votes cast representing at least one third of the issued share capital, unless the dismissal or suspension
has been proposed by the Supervisory Board, in which case the majority does not apply. Furthermore, in case
of a suspension, the Supervisory Board is obliged to convene a General Meeting to pass a resolution either on
lifting the suspension of the respective member of the Managing Board or on his dismissal.
The Managing Board currently consists of five members: Olaf Heinrich (CEO), Jasper Eenhorst (CFO), Stephan
Weber (CCO and deputy CEO), Theresa Holler (COO) and Marc Fischer (CIO). For their profiles, reference is
made to page 14.
80
Diversity
The composition of the Managing Board is based on diversity of experience, personality, gender and ethnicity,
background, skills, knowledge and insights. Redcare currently has one female Managing Board member
(20 %).
Redcare believes in the strengths of diversity and inclusion and will further enhance diversity across all
manage ment levels, including the Supervisory Board and Managing Board, but without compromising our
commitment to hiring the best individuals for positions without any discrimination. The more we make use of
the differences between us and learn from each other, the stronger we will be as a company in serving a
highly diverse society and creating value for our stakeholders.
We published our Diversity & Inclusion policy last year in which we have set our specific and ambitious targets.
The Company has set a target for 2027 to increase the number of women on the Managing Board and the
number of women in sub-top management positions (consisting of Executive Director and Director roles) to
one-third. We comply with this target with respect to the composition of our Supervisory Board. The gender
composition within the company is shown below.
Category
Female 2023
% Male 2023 % Other 2023 % Total
Supervisory Board 2 40 3 60 – 0 5
Management Board 1 20 4 80 – 0 5
Sup-top 15 32 32 68 – 0 47
Total employees 1,151 55 922 44 2 0 2,075
Category
Female 2022
% Male 2022 % Other 2022 % Total
Supervisory Board 2 40 3 60 – 0 5
Management Board 1 20 4 80 – 0 5
Sup-top 12 24 37 76 – 0 49
Total employees 1,160 58 860 42 1 0.1 2,021
The inflow of total female employees has slightly decreased in 2023 compared to the male inflow which
resulted in an improved male/female ratio. In our sub-top management level, we mainly see a decrease in
male representations. In 2024, we will continue to work on our plan of actions to further progress on our set
targets, as also described in the Equal Opportunities section. Currently, there are no considerations to adjust
the 2027 target date for achieving our targets.
Conflict of interest
The Managing Board members are obliged to disclose any conflicts of interest to the Chairman of the Super-
visory Board without delay and to inform the other Managing Board members accordingly. The Supervisory
Board shall decide whether a conflict of interest exists as soon as possible after such notice.
81
Combined Management Report.
Members who have a conflict of interest shall refrain from participation in the consultation and decision-making
of the Managing Board with respect to the relevant subject. In case of a conflict of interest in respect of all
members of the Managing Board, the decision shall be adopted by the Supervisory Board. Decisions to enter
transactions under which members of the Managing Board have conflict of interest that are of material
signi ficance to the company and/or to relevant members of the Managing Board, require the prior approval of
the Supervisory Board. No such transaction has been concluded in 2023.
GRI disclosures in this section: 2-15
Risk management and internal control framework
We have a comprehensive Enterprise Risk Management framework in place to better ensure we have a
systematically updated overview of the risks that we run as a company, and how those risks can be mitigated
by appropriate controls. Risk-based thinking enables our organisation to proactively determine factors that
could lead to deviations from planned results and the execution of our strategy, and to implement preventive
measures to minimise the likelihood and magnitude of possible negative effects.
Strategic, operational, financial and compliance risks are structurally monitored as part of our Enterprise Risk
Management framework. Our risk profile is considered when establishing our strategy and budget plans.
The Audit Committee assists the Supervisory Board in its responsibility to oversee the risk management and
internal control system. Reference is made to the Risks and Opportunities section.
Remuneration
The Supervisory Board determines each Managing Board member’s remuneration in line with the Remuneration
Policy. The Remuneration Policy is subject to a binding vote of the General Meeting of shareholders once
every four years. This vote last occurred in 2022.
For the application of the Remuneration Policy in 2023, reference is made to the Remuneration Report, which
is subject to an advisory vote of the General Meeting in 2024. The remuneration of the members of the
Managing Board can be found in the 2023 Remuneration Report. The Remuneration Policy can be found on
our corporate website.
Supervisory Board.
Responsibility
The Supervisory Board oversees the Managing Board in how it executes its strategic objectives and the general
course of business. The Supervisory Board members assist the Managing Board by providing solicited and
unsolicited advice. In fulfilling its duties, the Supervisory Board shall act in accordance with the interests of the
Company and the business enterprise it operates. In practice, this means supervising the corporate strategy,
the achievement of the Company’s operational and financial objectives, the design and effectiveness of the
internal risk management and control systems, the main financial parameters, compliance with applicable
laws and regulations and risk factors.
GRI disclosures in this section: 2-11, 2-12, 2-14
82
Composition and appointment of Supervisory Board members
The General Meeting determines the number of members of the Supervisory Board. The Supervisory Board
members are appointed by the General Meeting based on a non-binding nomination to be drawn up by the
Supervisory Board. The General Meeting is at any time entitled to suspend or dismiss any Supervisory Board
member. The appointment, dismissal or suspension of a Supervisory Board member is decided by the General
Meeting by way of an absolute majority of votes cast. If a person has not been nominated for appointment as
Supervisory Board member by the Supervisory Board, the resolution of the General Meeting to appoint such
Supervisory Board member requires an absolute majority representing at least one third of the issued capital.
Each member of the Supervisory Board is appointed for a maximum period of four years, provided that, except
if a Supervisory Board member retires earlier, his term expires on the day following the day of closing of the
Annual General Meeting that will be held in the year in which his term expires.
Members may be appointed for a maximum period of 12 years. After the initial four years, re-appointment for
another four-year period is possible, and subsequently again for a period of two years, which appointment
may be extended by at most two years. The full procedure for the appointment and dismissal of members of
the Supervisory Board is explained in Article 20 of the Company’s Articles of Association.
Members may retire periodically in accordance with a rotation schedule, as published on our corporate website.
The Supervisory Board of Redcare consists of five members: Björn Söder, Frank Köhler, Jérôme Cochet,
Henriette Peucker and Jaska de Bakker. For their profiles, reference is made to the Supervisory Board Report.
GRI disclosures in this section: 2-10, 2-11
Diversity
The Supervisory Board currently complies with the gender diversity target set by the Company; two Supervisory
Board members are female (40 %).
Remuneration
The General Meeting determines the remuneration of the Supervisory Board members, including the members
of its committees. The Supervisory Board Remuneration Policy is subject to a binding vote of the General
Meeting of shareholders every four years. This vote occurred for the first time in 2020. A new Supervisory
Board Remuneration Policy was submitted for approval of the General Meeting of shareholders in 2023 but
was rejected, resulting therein that the 2020 version still applied in 2023.
The application of the Remuneration Policy in 2023 is described in the Remuneration Report, which is subject
to an advisory vote of the General Meeting of shareholders in 2024.
The remuneration of the members of the Supervisory Board can be found in the 2023 Remuneration Report.
The Remuneration Policy can be found on our corporate website.
GRI disclosures in this section: 2-19, 2-20
83
Combined Management Report.
Conflict of interest
The Supervisory Board members are obliged to inform any (potential) conflicts of interest to chairperson of
the Supervisory Board without delay. The Supervisory Board shall decide whether a conflict of interest exists
as soon as possible after such notice. Members who have a conflict of interest shall refrain from participation
in the deliberation and decision-making of the Supervisory Board with respect to the relevant subject. If all
members of the Supervisory Board have a conflict of interest, the Supervisory Board may nevertheless decide
on the relevant subject. All transactions of the Company in which there are conflicts of interest with members
of the Supervisory Board shall be agreed upon on terms that are at least customary in the market. Decisions
to enter into transactions under which members of the Supervisory Board have a conflict of interest that is of
material significance to the Company and/or to relevant member of the Supervisory Board require the prior
approval of the Supervisory Board. This also applies to transactions between the Company and a person
or entity that holds at least 10 % of the shares in the Company and that are of material significance to the
Company and/or to such persons.
Considering Henriette Peucker’s husband’s position at FGS, a strategic advisor for the stakeholder economy,
a potential conflict of interest was assumed and was addressed to the Chairman of the Supervisory Board.
The Supervisory Board concluded that the services agreement with the Company was concluded under terms
which are customary in the market and that the transaction was not deemed to be of material significance for
either Henriette and/or the Company.
A planned transaction was reported in advance and submitted for approval to the Supervisory Board by
Jérôme Cochet. Jérôme is 28 % shareholder and statutory director of Goodcarbon GmbH which concluded a
transaction with Redcare regarding the sale of carbon credits for the amount of EUR 242,660. The Supervisory
Board concluded that this transaction was agreed upon under terms which are customary in the market and
that the transaction is not deemed to be of material significance to Jérôme and/or the Company
GRI disclosures in this section: 2-15
Committees of the Supervisory Board
In line with the Corporate Governance Code, the Supervisory Board has established an Audit Committee, a
Remuneration Committee and a Nomination Committee. Each of these committees is staffed by members of
the Supervisory Board. At least one of the members of the Audit Committee is a financial expert, and the
majority of the members of the committees are independent in accordance with the criteria of the Corporate
Governance Code and the Decree Establishing Audit Committee.
Audit Committee (in place since 2018): The Audit Committee’s role is to oversee all material aspects of the
organisation ’s financial reporting, internal control and audit functions on behalf of the Supervisory Board. The
three members of the Audit Committee are: Jaska de Bakker (Chairman), Frank Köhler (not independent) and
Henriette Peucker. Reference is made to the Audit Committee Rules.
Remuneration Committee (in place since 2022): This committee prepares the decisions of the Supervisory
Board regarding the remuneration of the individual Managing Board members and the individual Supervisory
Board members. It oversees the effectiveness, relevance and implementation of the Remuneration Policy.
The three members of the Remuneration Committee are: Jérôme Cochet (Chairman), Björn Söder and Frank
Köhler (not independent). Reference is made to the Remuneration Committee Rules.
84
Nomination Committee (in place since 2022): This committee is responsible for the size and composition of
the Supervisory Board and Managing Board, their succession planning and the functioning of the members.
It also focuses on the Company’s talent management and succession planning for key positions. The two
members of the Nomination Committee are: Henriette Peucker (Chairwoman) and Björn Söder. Reference is
made to the Nomination Committee Rules.
General Meeting.
The General Meeting of shareholders is held at least once a year and usually takes place in Sevenum, the
Netherlands, where the company has its corporate seat. The convocation of this meeting is done through
public notice on our corporate website. Recurrent agenda items are the compilation of our annual report, the
adoption of our annual accounts, the release from liability of Managing Board members and Supervisory
Board members, the application of the Remuneration Policy in the previous calendar year and the Company’s
corporate governance. An extra-ordinary General Meeting of shareholders may be convened by resolution of
the Managing Board or the Supervisory Board.
Voting rights
Each share issued by Redcare entitles its bearer to one vote. There are no restrictions on voting rights. As
far as is known to Redcare, there is no agreement involving a shareholder of Redcare that could lead to any
restriction on the transferability of shares or of voting rights on shares.
Rules governing amendments to the Articles of Association and other special resolutions.
On the basis of a Managing Board proposal approved by the Supervisory Board, the General Meeting is
authorised to resolve amendments to the Articles of Association, to dissolve the Company or to conclude
a legal merger (juridische fusie) or a demerger (splitsing) as referred to in Title 7 of Book 2 DCC, unless the
Company acts as acquiring company.
A resolution of the General Meeting referred to above which has not been proposed by the Managing Board
and given prior approval by the Supervisory Board requires a majority of at least two thirds of the votes cast in
a meeting in which at least fifty per cent (50 %) of the issued capital is represented.
A resolution of the General Meeting to conclude a legal merger or a demerger as referred to in Title 7 of Book
2 DCC which has been proposed by the Managing Board and approved by the Supervisory Board requires
a majority of two thirds of the votes cast if less than fifty per cent (50 %) of the issued capital is represented.
If less than fifty per cent (50 %) of the issued share capital is represented in a meeting, a second meeting
should be convened, to be held no later than six weeks after the first meeting. In the second meeting, valid
resolutions can be adopted with respect to the proposals placed on the agenda for the first meeting, regard-
less of the share capital represented in the second meeting, provided there is a majority of at least two thirds
of the votes cast. The notice convening the second meeting should indicate and set forth the reasons why
a resolution may be adopted at such second meeting, irrespective of the share capital represented at the
meeting.
85
Combined Management Report.
Issue of shares
At the Annual General Meeting held on 21 April 2021, the General Meeting appointed the Managing Board for
a period of five years from the date of the meeting (i. e. up to and including 20 April 2026), or until such date
on which the General Meeting revokes or again extends the authorisation, if earlier, as the corporate body
authorised to issue shares and grant rights to acquire shares subject to the prior approval of the Supervisory
Board and up to a maximum of 20 % of the total number of issued shares on the date of the meeting (i. e. up
to a maximum of 20 % of 17,935,121 shares).
This authorisation was granted to the Managing Board under the explicit reservation that the General Meeting
reserves its rights that it is at any time during such authorisation also authorised to issue shares and grant
rights to acquire shares in the share capital of the Company.
Repurchase of shares
At the Annual General Meeting held on 14 April 2022, the General Meeting authorised the Managing Board to
repurchase shares on the stock exchange or otherwise, for a period of 18 months as of the date of the meeting
(i. e. up to and including 13 October 2023) up to a maximum of 10 % of the total number of issued shares
outstanding on the date of the meeting (i. e. up to a maximum of 10 % of 18,199,281 shares), provided that the
Company does not hold more shares in treasury than a maximum 10 % of the issued and outstanding share
capital at any given time. The repurchase can take place at a price between the nominal value of the shares
and the weighted average price on the Xetra trading venue at the Frankfurt Stock Exchange for five trading
days prior to the day of purchase plus 10 %. This price range enables the Company to adequately repurchase
its own shares even in volatile market conditions.
Anti-takeover measures.
According to the Code, the Company is required to provide an overview of its actual or potential anti-takeover
measures, and to indicate under what circumstances it is expected they may be used. The Company is not
subject to any anti-takeover or restrictions of control. The Articles of Association of the Company do not
contain any binding nomination rights (bindende voordrachtsrechten).
In the event of a hostile takeover bid, or other action which the Managing Board and the Supervisory Board
consider to be adverse to the Company’s interests, the boards reserve the right to use all available powers
(including the right to invoke a response time in accordance with provisions 4.1.7 of the Corporate Govern-
ance Code) while taking into account the relevant interests of the Company and its affiliate enterprise and
stakeholders.
Substantial shareholdings and short positions
Shareholders owning 3 % or more of the issued share capital of a listed company (a substantial shareholding
or short position) must report this to the Netherlands Authority for Financial Markets (AFM) as soon as this
threshold is reached or exceeded. Subsequently, notifications to the AFM must be made as soon as a sub-
stantial shareholding or short position reaches, exceeds or falls below set thresholds.
The thresholds are 3 %, 5 %, 10 %, 15 %, 20 %, 25 %, 30 %, 40 %, 50 %, 60 %, 75 % and 95% of the company’s
issued share capital. Shareholders’ disclosures can be inspected in the register kept by the AFM.
86
As per 31 December 2023, the following substantial shareholdings were recorded in this register:
Date of notification
Shareholder
Share in Company’s share capital
16.05.2023 Galenica Ltd. 7.93 %
19.05.2023 C. Laubmann 4.21 %
19.05.2023 H.R. Hess 3.24 %
10.08.2023 Smallcap World Fund, Inc 4.84 %
11.12.2023 M.S.R. Kohler 3.10 %
11.12.2023 MK Beleggingsmaatschappij Venlo B.V. 7. 2 8 %
29.12.2023 DWS Investment GmbH 3.06 %
29.12.2023 UBS Group AG 5.82 %
Stakeholder’s engagement
Redcare aims to forge good relationships with all relevant stakeholders. Stakeholders are groups and individuals
who directly or indirectly influence, are or may be influenced by the achievement of Redcare’s activities.
We continuously engage with our stakeholders to understand their expectations towards Redcare as well as
the impact of our sustainable objectives and business operations on their interests. Only through proactive
engagement, we will be able to create long-term value for all our stakeholders, including society and environ-
ment. Our Stakeholder Engagement Policy, as published on our corporate website, describes the process how
we identify and interact with stakeholders in general. In our Policy on Bilateral Shareholders Contacts we set
out our rules of engagement with shareholders. In addition to that, more specific principles that we apply when
engaging with the public sector are set out in our Public Affairs Policy. We are part of various associations, to
which we pay a membership fee, which represent the interests of a broader group of like-minded organisations
with the aim of speaking with a collective, coordinated and stronger voice, achieving better results than lobbying
as a single company. In 2023, we have a membership with the following associations and interest groups:
– European Association of E-Pharmacies (EAEP)
– UN Global Compact
– Leaders for Climate Action
– Allianz für Cyber Sicherheit des Bundesamtes für Informationstechnik
– Bitkom – Bundesverband Informationswirtschaft, Telekommunikation und neue Medien e.V.
– Wirtschaftsrat der CDU e.V.
– BVDVA - Bundesverband Deutscher Versandapotheken (only Europa Apotheke)
– The Dutch Employers’ Federation VNO-NCW
– DHNK - Deutsch-Niederländische Handelskammer
– Bundesverband Managed Care e.V.
– Bundesverband Gesundheits-IT – bvitg e.V.
– Qualitätsring Medizinische Software e.V.
GRI disclosures in this section: 2-28
87
Combined Management Report.
Non-compliance with Dutch Corporate Governance Code.
Redcare complies with all relevant best practice provisions of the Corporate Governance Code, except for
provision 1.3, a dedicated internal audit function, which was deemed not necessary till last year as is explained
below.
Given the size of the Company, the central set-up, and the existence of a centrally staffed comprehensive
Quality Assurance department which is responsible for, inter alia, maintaining an extensive system of standard
operating procedures through the Company and the execution of internal audits on all (major) logistic and
IT processes, including the Finance department, the establishment of the internal audit function has been
assessed as not a necessity yet in past year. In addition, implemented in 2021, the enterprise risk management
system (ERM) has been further enhanced significantly leading to proper control processes in place and in
develop ment. Considering the continued fast growth and ambitions of the Company, its operations in a highly
regulated field and the many technological components involved, the Supervisory Board has concluded that
it is now advisable to implement an internal audit function. The Managing Board has adopted this recommen-
dation, which will result in the establishment of an internal audit function in 2024 for which preparations have
started already.
The Company will publish its Stakeholder Engagement Policy in Q1 2024.
Compliance.
The success of Redcare is reliant on the confidence the Company enjoys among patients, customers, suppliers,
investors and employees. Accordingly, high standards of behaviour and responsibility are set for the Company
as a whole and for each individual employee. In addition, compliance with relevant laws, regulations and best
practices is a matter of course for us and forms the foundation for everything we do. This includes, among
others, the respect and protection of workers’ and human rights, providing a safe work environment, the
avoidance of cartel violations, corruption or the acceptance of advantages and other illegal business practices,
as well as compliance with all pharmaceutical requirements.
Our Code of Conduct is intended to help employees implement our key principles and values in their every-
day working life and to give guidance on responsible business conduct. The Code of Conduct provides a
framework where sub-policies and principles are defined to cover a specific topic such as Labour Principles,
Anti-Bribery and Corruption Policy, Gift and Hospitality Policy, as well as Anti-Trust Policy. Our compliance
programme is designed to permanently instil an awareness of everyone’s responsibility to uphold Redcare’s
business principles and to speak up in case of any irregularities. Our corporate policies are all approved by the
Managing Board, and those published on our corporate website are also approved by our Supervisory Board.
Our employees and external stakeholders are provided the opportunity to speak up about any (potential)
misconduct or (alleged) irregularities without fear of retaliation, as laid down in our whistleblowing policy. In
addition, reports can also be submitted to internal and external trusted counsels. All reports are diligently
assessed and, where needed, investigated by relevant experts. Appropriate actions are taken if and where
needed. The process is owned by the Compliance Officer who reports regularly on corporate compliance
matters to the Managing Board and the Audit Committee. The whistleblowing policy can be found on the
Company’s website.
88
In 2023, no reports were addressed through our whistleblowing policy, and no other critical concern was
reported to the Managing Board or the Supervisory Board. There were no significant instances of non-com-
pliance with laws and regulations, and no significant fines were paid or non-monetary sanctions incurred
during the reporting period.
Caring about patients and customers comes first in everything we do. We promote and safeguard a fair and
equal world for people and the planet we all live on. Taking care does not stop with our own organisation.
In 2023, we took the next step in delivering on this promise in close collaboration with our partners by intro-
ducing our Supplier Code of Conduct, which sets out the principles and standards Redcare expects from the
partner, to foster sustainable partnerships that benefit people. In defining our principles, we rely on estab-
lished standards such as the Principles of the UN Global Compact, the Universal Declaration of Human Rights
(UDHR), the OECD Guidelines for Multinational Enterprises, and the Principles of the Pharmaceutical Supply
Chain Initiative (PSCI). We have informed our suppliers about our Supplier Code of Conduct, which is also
published on our company website.
No anti-bribery key performance indicators were set for 2023. Anti-bribery and corruption risks are being
managed in accordance with our risk management system.
Corporate Governance-related documents are available on our website, including, amongst others:
– Articles of Association
– Managing Board Remuneration Policy
– Supervisory Board Remuneration Policy
– Supervisory Rotation Schedule
– Code of Conduct
– Open Ears Policy
– Diversity & Inclusion Policy
– Stakeholder Engagement Policy
– Policy on bilateral and other contacts with shareholders
– Insider Trading Policy
GRI disclosures in this section: 2-16, 2-23, 2-24, 2-26, 2-27
89
Combined Management Report.
EU Taxonomy.
The EU Taxonomy identifies a list of environmentally sustainable economic activities. The main aim is to provide
companies, policymakers and investors with a common definition for directing investments towards sustain-
able projects and activities in order to reach the European Green Deal’s objectives. Thus, the taxonomy serves
as a classification system to assess whether economic activities contribute towards one of the following six
environmental objectives:
1. Climate change mitigation.
2. Climate change adaptation.
3. Sustainable use and protection of water and marine resources.
4. Transition to a circular economy.
5. Pollution prevention and control.
6. Protection and restoration of biodiversity and ecosystems.
The EU Taxonomy sets out reporting requirements, including the disclosure of information on the eligibility
and alignment of a company’s activities relative to the objectives, using Key Performance Indicators (KPIs) for
the proportion of sustainable turnover, capital expenditure (‘CapEx’) and operational expenditure (‘OpEx’). It
also provides a list of activities which are relevant for reporting the aforementioned KPIs for the six different
environmental objectives. The taxonomy regulation is supplemented by delegated acts which contain detailed
technical screening criteria for determining when an economic activity can be considered sustainable. If the
technical screening criteria are fulfilled, the minimum safeguards can be guaranteed and the activity does
no significant harm to any other objective, it can be considered as taxonomy-aligned. Since the recent EU
Taxonomy regulation is being extended, evolving guidance and interpretation guidance by the EU Commission
may lead to changes in the application of the EU Taxonomy at Redcare in future reports.
As a company with more than 500 employees, Redcare Pharmacy falls into the scope of companies which
are required to report eligibility for all six objectives and alignment for Climate Change Mitigation and
Climate Change Adaptation. In order to do this, we performed a bottom-up analysis. Firstly, all activities were
screened by Sustainable Development department and Finance department to identify those that are relevant.
Subsequently, all activities were discussed with several departments in the company to determine which are
eligible. Finally, the eligible activities were analysed for alignment to the EU taxonomy.
All eligible activities were screened according to Article 3 to determine whether they fulfil the technical
screening criteria, do no significant harm on any other objective and guarantee the minimum standards of
human rights according to Article 18. Only activities fulfilling all criteria mentioned in Article 3 were selected
as aligned activities. The discrepancy between eligibility rates and alignment rates comes from activities
where we could not substantiate the assessment on the “do no significant harm criteria” and/or minimum
social safeguards.
Screening Redcare Pharmacy’s activities for eligibility to the environmental objectives resulted in the conclusion
that certain activities substantially contribute to Climate Change Mitigation, while no activities which contribute
to the remaining taxonomy objectives were identified.
90
Calculation process KPIs.
Turnover, CapEx and OpEx were calculated using the Company’s existing internal accounting and reporting
structures. Business activities are labelled and posted by the Finance department as either Turnover, CapEx
or OpEx, so that the differentiation between the three is guaranteed. The different ledger accounts allocate
expenditure and income to the various reporting categories. The Company has only identified eligible activities
for Climate Change Mitigation, which means that there are no activities that could contribute towards multiple
objectives. Therefore, it can be guaranteed that no double counting between the different objectives has
taken place.
Sustainable Development and Finance manually calculate the required KPIs – the calculation method in 2023
was kept equal to 2022 – and will continue to develop an improved taxonomy accounting process throughout
2024. Continuous improvements of the taxonomy-reporting process and the development of controlling
mechanisms keep the risk of errors to a minimum. The analysis for EU Taxonomy has been performed for the
scope of entities equal to the scope of the consolidated financial reporting. No CapEx plans are in place.
EU Taxonomy KPIs.
Based upon the current information available and a thorough analysis, Redcare Pharmacy has determined
the 2023 EU Taxonomy-eligible and aligned economic activities per KPI as follows. None of the Company’s
activities are enabling activities and transitional activities as described in section 2 of Article 10.
Economic activities Code(s) Absolute
turnover
(in EUR x 1,000)
Proportion
of turnover
Substantial contribution criteria
Does not significantly harm Taxonomy aligned
proportion of
turnover 2022
Category
(enabling
activity)
Category
(transitional
activity or)
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
A. Taxonomy eligible activities
A.1. Environmentally sustainable activities
(Taxonomy aligned)
0.01 %
Turnover of environmentally sustain able
activities (Taxonomy-aligned)
0 % 0 % 0 % 0 % 0 % 0 %
0 % 0.01 %
A
.2. Taxonomy-eligible but not
environ mentally sustainable activities
(not Taxonomy-aligned activities)
6.4. Operation of personal mobility devices,
cycle logistics
N77.21 156 0.01 % 0.01 %
5.5. Collection and transport of non-hazardous
waste in source segregated fractions
E38.11 116 0.01 %
0.02 %
Turnover of Taxonomy-eligible but not
environmentally sustain able activities
(not Taxonomy-aligned activities) (A.2.)
272 0.02 % 0.03 %
Total A.1. and A.2. 272 0.02 % 0.04 %
B. Taxonomy non-eligible activities
Turnover of Taxonomy non-eligible activities 1,798,486 99.98 %
Total (A. + B.) 1,798,758 100.00 %
91
Combined Management Report.
EU Taxonomy turnover assessment.
For Redcare Pharmacy’s revenue streams, the EU Taxonomy-eligible revenue is determined to be 0.02 %,
namely EUR 0.3 million of the total revenue of EUR 1.8 billion. Reference is made to Note 5 of the Notes to the
consolidated Financial Statements.
Since Redcare Pharmacy’s main revenue streams are not outlined in the delegated regulations, there is a high
non-eligibility rate. The most valid classification according to the Statistical classification of economic activities
in the European Community (NACE) on which the EU Taxonomy relies, would be as follows: G47 – Retail trade,
except for motor vehicles and motorcycles, since retail of pharmaceuticals and beauty and care products is
the core business of an e-pharmacy. For NACE G47, however, no eligibility is defined yet.
The EU Taxonomy-eligible revenue of Redcare Pharmacy is marginal and related to the following economic
activities: the collection and transport of non-hazardous waste in source-segregated fractions, which covers
waste management practices at the two main warehouse and distribution facilities in Sevenum and Milan;
the operation of personal mobility devices, cycle logistics, covering the GoPuls entity’s revenues from zero-
emission delivery services operated via bicycles in urban areas.
Economic activities Code(s) Absolute
turnover
(in EUR x 1,000)
Proportion
of turnover
Substantial contribution criteria
Does not significantly harm Taxonomy aligned
proportion of
turnover 2022
Category
(enabling
activity)
Category
(transitional
activity or)
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
A. Taxonomy eligible activities
A.1. Environmentally sustainable activities
(Taxonomy aligned)
0.01 %
Turnover of environmentally sustain able
activities (Taxonomy-aligned)
0 % 0 % 0 % 0 % 0 % 0 %
0 % 0.01 %
A
.2. Taxonomy-eligible but not
environ mentally sustainable activities
(not Taxonomy-aligned activities)
6.4. Operation of personal mobility devices,
cycle logistics
N77.21 156 0.01 % 0.01 %
5.5. Collection and transport of non-hazardous
waste in source segregated fractions
E38.11 116 0.01 %
0.02 %
Turnover of Taxonomy-eligible but not
environmentally sustain able activities
(not Taxonomy-aligned activities) (A.2.)
272 0.02 % 0.03 %
Total A.1. and A.2. 272 0.02 % 0.04 %
B. Taxonomy non-eligible activities
Turnover of Taxonomy non-eligible activities 1,798,486 99.98 %
Total (A. + B.) 1,798,758 100.00 %
92
EU Taxonomy CapEx assessment.
For Redcare Pharmacy’s CapEx streams, the EU Taxonomy-eligible CapEx is determined to be 2.43 %, namely
EUR 1.1 million of the total CapEx of EUR 44.1 million. Reference is made to the amounts presented as Additions
in Note 13 and Note 14 of the Notes to the consolidated Financial Statements.
In 2023, taxonomy-eligible CapEx is related to two activities. The first is the operation of personal mobility
services, cycle logistics related to the entity GoPuls. Since the emission-free bicycle delivery services are
Economic activities Code(s) Absolute
CapEx
(in EUR x 1,000)
Proportion
of CapEx
Substantial contribution criteria
Does not significantly harm Taxonomy aligned
proportion of
CapEx 2022
Category
(enabling
activity)
Category
(transitional
activity or)
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
A. Taxonomy eligible activities
A.1. Environmentally sustainable
activities (Taxonomy aligned)
2.00 %
CapEx of environmentally sustain able
activi-
ties (Taxonomy-aligned)
– 0 % 0 % 0 % 0 % 0 % 0 % 0 % 2.00 %
A
.2. Taxonomy-eligible but not
environ mentally sustainable activities
(not Taxonomy-aligned activities)
6.4. Operation of personal mobility
devices, cycle logistics (GoPuls)
N77.21 985 2.23 % 22.00 %
6.13. Infrastructure for personal mobility,
cycle logistics
F43.32 86 0.20 % 0.00 %
CapEx of Taxonomy-eligible but not
environmentally sustain able activities
(not Taxonomy-aligned activities) (A.2.)
1,071 2.43 % 22.00 %
Total A.1. and A.2. 1,071 2.43 % 24.00 %
B. Taxonomy non-eligible activities
CapEx of Taxonomy
non-eligible activities
43,071 9 7.5 7 %
Total (A. + B.) 44,142 100.00 %
93
Combined Management Report.
taxonomy eligible, all CapEx by this entity is also taxonomy eligible. In 2023, CapEx by GoPuls comprised
mainly investments in intangible assets related to a rebranding. These costs are identified as infrastructure
for personal mobility, cycle logistics aligned. The second activity relates to the investments in additional
charging stations for employees’ electric vehicles at the Sevenum and Cologne locations. These are identified
as installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking
spaces attached to buildings) aligned investments. There are no CapEx plans in place for Redcare Pharmacy.
Economic activities Code(s) Absolute
CapEx
(in EUR x 1,000)
Proportion
of CapEx
Substantial contribution criteria
Does not significantly harm Taxonomy aligned
proportion of
CapEx 2022
Category
(enabling
activity)
Category
(transitional
activity or)
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
A. Taxonomy eligible activities
A.1. Environmentally sustainable
activities (Taxonomy aligned)
2.00 %
CapEx of environmentally sustain able
activi-
ties (Taxonomy-aligned)
– 0 % 0 % 0 % 0 % 0 % 0 % 0 % 2.00 %
A
.2. Taxonomy-eligible but not
environ mentally sustainable activities
(not Taxonomy-aligned activities)
6.4. Operation of personal mobility
devices, cycle logistics (GoPuls)
N77.21 985 2.23 % 22.00 %
6.13. Infrastructure for personal mobility,
cycle logistics
F43.32 86 0.20 % 0.00 %
CapEx of Taxonomy-eligible but not
environmentally sustain able activities
(not Taxonomy-aligned activities) (A.2.)
1,071 2.43 % 22.00 %
Total A.1. and A.2. 1,071 2.43 % 24.00 %
B. Taxonomy non-eligible activities
CapEx of Taxonomy
non-eligible activities
43,071 9 7.5 7 %
Total (A. + B.) 44,142 100.00 %
94
EU Taxonomy OpEx assessment.
In general, the KPI OpEx as defined under the EU Taxonomy only covers direct, non-capitalised costs that
relate to research and development, building renovation measures, short-term lease, maintenance and repair,
and any other direct expenditures relating to the operation of property, plants and equipment, e. g. cleaning
costs. For Redcare Pharmacy, the sum of these costs results in overall operating costs of EUR 3.3 million, a
share of 0.7 % of our total selling and distribution and administrative expenses. The proportion of total OpEx
that relates to taxonomy-eligible activities is determined by assessing the economic activities of the costs
that are not capitalised but directly relate to assets on the balance sheet. In total EUR 0.2 million and thus a
share of 5.09 % are eligible or aligned activities.
Economic activities Code(s) Absolute
OpEx
(in EUR x 1,000)
Proportion of
turnover
Substantial contribution criteria*
Does not significantly harm Taxonomy aligned
proportion of
OpEx 2022
Category
(enabling
activity)
Category
(transitional
activity or)
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
A. Taxonomy eligible activities
(Taxonomy aligned)
A.1. Environmentally sustainable
activities (Taxonomy aligned)
1.64 %
OpEx of environmentally sustain able
activities
(Taxonomy-aligned)
– 0 % 0 % 0 % 0 % 0 % 0 % 0 % 1.64 %
A
.2. Taxonomy-eligible but not
environ mentally sustainable activities
(not Taxonomy-aligned activities)
6.4. Operation of personal mobility devices,
cycle logistics (short-term bike lease)
N77.21 52 1.61 % 1.82 %
8.2. Data-driven solutions for
GHG emissions reductions
J62 69 2.12 % 1.25 %
7.3. Installation, maintenance and repair
of energy efficiency equipment
F43.32 44 1.36 % 0,75 %
OpEx of Taxonomy-eligible but not
environmentally sustain able activities
(not Taxonomy-aligned activities) (A.2.)
165 5.09 % 3.82 %
Total A.1. and A.2. 165 5.09 % 5.46 %
B. Taxonomy non-eligible activities
OpEx of Taxonomy
non-eligible activities
3,074 94.91 %
Total (A. + B.) 3,239 100.00 %
95
Combined Management Report.
The EU-Taxonomy-eligible or aligned OpEx costs can be linked to the following economic activities: data-
driven solutions for GHG emissions reductions, including costs for software solutions to account and steer
carbon emissions in line with Redcare Pharmacy’s net zero 2040 target; operation of personal mobility devices,
cycle logistics, including the costs for short-term leases of bicycles needed for emission-free deliveries; the
installation, maintenance and repair of energy efficiency equipment, which are costs for the maintenance of
a heat pump at the Milan location; the collection and transport of non-hazardous waste in source-segregated
fractions which include the payment of service providers recycling the waste of the two warehouse and
distribution facilities in Milan and Sevenum.
Economic activities Code(s) Absolute
OpEx
(in EUR x 1,000)
Proportion of
turnover
Substantial contribution criteria*
Does not significantly harm Taxonomy aligned
proportion of
OpEx 2022
Category
(enabling
activity)
Category
(transitional
activity or)
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Climate
change
mitigation
Climate
change
adaptation
Water and
marine
resources
Circular
economy
Pollution Biodiversity
and
ecosystems
Minimum
safeguards
A. Taxonomy eligible activities
(Taxonomy aligned)
A.1. Environmentally sustainable
activities (Taxonomy aligned)
1.64 %
OpEx of environmentally sustain able
activities
(Taxonomy-aligned)
– 0 % 0 % 0 % 0 % 0 % 0 % 0 % 1.64 %
A
.2. Taxonomy-eligible but not
environ mentally sustainable activities
(not Taxonomy-aligned activities)
6.4. Operation of personal mobility devices,
cycle logistics (short-term bike lease)
N77.21 52 1.61 % 1.82 %
8.2. Data-driven solutions for
GHG emissions reductions
J62 69 2.12 % 1.25 %
7.3. Installation, maintenance and repair
of energy efficiency equipment
F43.32 44 1.36 % 0,75 %
OpEx of Taxonomy-eligible but not
environmentally sustain able activities
(not Taxonomy-aligned activities) (A.2.)
165 5.09 % 3.82 %
Total A.1. and A.2. 165 5.09 % 5.46 %
B. Taxonomy non-eligible activities
OpEx of Taxonomy
non-eligible activities
3,074 94.91 %
Total (A. + B.) 3,239 100.00 %
96
Risks and opportunities.
Redcare Pharmacy is exposed to various risks and opportunities. Given the size of the company, it is therefore
deemed important to have a best possible and systematically updated overview of the risks that we run as a
Company and how those risks can be mitigated. There are Company-specific risks and external risks regarding
natural capital such as climate risks and social capital. Furthermore, it entails external risks and impacts on
third parties that result from Redcare Pharmacy’s business model. Risk-based thinking enables our organisation
to proactively determine factors that could lead to deviations from planned results and the execution of our
strategy. In addition, it enables our organisation to implement preventive control measures or take actions to
minimise the likelihood and magnitude of possible negative effects. In addition, a risk-based thinking process
reveals opportunities on which the Company could act. The risk management system of Redcare Pharmacy
applies to all areas of the Group and considers the standards of ISO 31000, Good Distribution Practice (GDP)
for human and veterinary medicines, and the Corporate Governance Code. With its risk management system
and the Enterprise Risk Management (ERM) framework, Redcare Pharmacy can identify, analyse, evaluate and
treat risks that it is entering into as a company.
Risk appetite.
Risk appetite expresses the aggregate level of risk that Redcare Pharmacy is willing to accept within the risk
capacity to pursue its strategy of becoming Europe’s one-stop pharmacy of the future, which supports every
human having their health. Risk capacity is defined as the maximum level of risk that can be assumed before
breaching regulatory constraints and obligations to stakeholders. Risk appetite is an integral element in the
business planning processes to promote the appropriate alignment of risk, capital and performance targets,
while at the same time considering risk capacity and appetite constraints from both financial and non-financial
risks. The figure below qualitatively shows Redcare Pharmacy’s risk appetite in the three main risk categories
of strategic risks, operating risks and financial risks.
Redcare Pharmacy’s risk appetite in the three main risk categories.
Averse Cautious Open
Strategic risks
Operating risks
Financial risks
97
Combined Management Report.
Managing risks with enterprise risk management.
The Enterprise Risks Management system (ERM) cycle continued in 2023. The primary objectives of ERM within
the Company are:
1. To gain insight into risks and opportunities. This is achieved by a structured inventory process of the risks
that Redcare Pharmacy runs as a company.
2. To create a framework to classify the risks and to mitigate them in an appropriate way.
3. To gain insight into and clarify the degree of risk management and the degree of risk appetite.
4. To realise a dynamic process with periodic reporting and dialogue across the Group.
In order to reach these objectives, a comprehensive process was developed within the Company. Chaired by
CFO Mr J. Eenhorst, the ERM process is managed by the ERM Group. Other members of the ERM Group are
Mrs T. Holler (COO and responsible pharmacist) and the directors of the Accounting & Tax, Controlling, Quality,
Corporate Compliance, and IT Governance and Compliance departments. The ERM group ensures driving
the ERM process within the Company, to make sure risks are identified and addressed in the right way. In the
next paragraphs, the steps within the ERM process are described.
Step 1: Establishing the context
Redcare Pharmacy’s strategic objectives, as well as external and internal parameters, need to be considered
to establish the context. Strategic and operational events and actions with a significant impact on the existence
and the economic situation of the Group are considered. These also include external factors such as the
competitive situation, the regulatory and economic environment and developments and other factors that
can compromise the achievement of corporate goals.
Step 2: Risk identification
A two-sided approach is used for the risk identification process. Starting with a bottom-up process for risk
identification, a risk questionnaire was sent to each significant function or department of the Group. In addition,
a top-down process for risk identification was also conducted by risk identification sessions with the ERM
Group and with the Executive Management.
To create a framework for risk classification, a fixed risk identification format was developed. After the risk
description, the risk was classified into a risk domain. For Redcare Pharmacy, thirteen relevant risk domains
were defined (see Figure on page 98). As the figure shows, the risk domains encompass a broad perspective
of topics all relevant for Redcare as an online pharmacy. Subsequently, the risk domains are used to cluster
risks into relevant categories and enable comparable risks or synergetic relationships between risks to become
apparent and be clustered. The risk domains used are based on international risk management literature and
supplemented with domains relevant for Redcare as an online pharmacy. For each domain, a domain owner
from senior management was appointed, who is responsible for continuously monitoring the risks in his domain
and initiating and measuring the mitigation actions for risks within the respective domain.
Step 3: Risk analysis
To begin with, all risks identified are assessed on the basis of a risk score. The risk score is calculated by
multi plying the probability of occurrence of the risks (likelihood) by the consequences should the risk occur
(impact). Based on the risk score, we determine whether the risk is very high, high, medium or low. Both
gross and net risk are considered, where the gross risk refers to the risk score without internal control and/or
mitigating measures and the net risk score is the risk after implementation of actions.
98
Step 4: Risk evaluation
Based on the outcome of the risk analysis, decisions need to be made about prioritisation including which
risks need to be mitigated. All identified risks are discussed with the domain owners, and, in consultation
with the ERM group, a proposal to prioritise risks is drafted and used as input for reporting to the Executive
Management. Subsequently, the final prioritised risks for the Company per domain are determined by the
Executive Management.
In 2023, the prioritised risks of the previous reporting years were re-assessed by the domain owners. Changes
were documented in a risk management tool. Next to that, newly identified risks were evaluated by the domain
owners and eventually prioritised in collaboration with the Executive Management.
Step 5: Risk treatment
After final prioritisation, risks per domain are allocated to the responsible domain owner, and appropriate
control measures are implemented to mitigate the risk if possible. The choice of a control measure depends
on the risk score and the risk appetite of the Company. A decision is made on whether an action is taken to
eliminate or control the risk; if a risk is within the organisation’s risk appetite, a risk can be accepted.
In 2023, the domain owners took several actions to mitigate prioritised risks of previous years. Because of
successful mitigation actions, several risk scores were reduced and deprioritised.
Risk Domains.
Governance,
Legal
& Regulatory
Facility &
Equipment
Sustainability
Pharma
Compliance
Operations
(OPS)
Data Security
and Privacy/
Patient Data
Strategy
Quality &
Customer
Safety
Procurement
Reputation &
Trustworthy
Brand
IT
Finance
Human
Resources &
Health and
Safety for the
Employees
99
Combined Management Report.
Risk monitoring & review.
An integral part of the ERM is to continuously run the process, monitor the risks and evaluate the control
measures. While domain owners are responsible for reporting progress on mitigation actions, the overall
process driven by the ERM Group ensures that this takes place in a systematic way. All risks that were
prioritised in previous years were re-assessed by the domain owners in 2023. The re-assessments were
documented in our risk management tool.
External control.
Besides the internal control system, external institutions also provide assurance on the design and effectiveness
of the risk management processes and compliance with the relevant standards, policies and norms within our
Company.
External certifications.
Being a pharmacy, Redcare Pharmacy maintains strict pharmaceutical controls that are monitored by the
Dutch Health and Youth Inspectorate, as well as several certifications including ISO 9001 certified by TÜV
and Trusted Shops. The effectiveness of the Quality and Health, Safety and Environment (HSE) management
systems is regularly audited internally and externally, alongside the continuous improvement process
implemented for ongoing optimisation of the pharmacy and administrative processes.
External auditor.
The Company’s independent external auditor Mazars Accountants N.V. in Rotterdam provides an independent
opinion on the financial results of the Group. The auditor has unrestricted access to the Group’s sites and
documentation and communicates regularly with the Managing Board and the Supervisory Board. The Super-
visory Board assesses the work of the external auditor at least once a year.
100
Overview of risks and opportunities.
This chapter provides an overview of the most important risks that Redcare Pharmacy currently identifies.
Strategic risks.
Risk – acquisition of businesses.
Risk description and its possible impact –
Since being founded, we have prioritized organic growth, but during
the years we have also executed several smaller and larger acquisitions. In 2021 two companies were acquired,
smartpatient and MedApp. In 2022, the acquisitions of GoPuls (formerly FIRST A) and APS All Pharma GmbH
were concluded, and in 2023 Redcare entered a strategic partnership with Galenica AG in Switzerland, by
acquiring 51 % of the shares in MediService AG. As part of the business strategy to further expand our offering
across continental Europe, it is possible to engage in strategic and opportunistic acquisitions of other compa-
nies, businesses or assets. Acquisitions involve numerous risks, such as unanticipated difficulties associated
with higher-than-expected costs for integrating the technologies, operations, existing contracts and personnel
of acquired businesses or difficulties associated with higher-than-expected costs for integrating and coordi-
nating sales and marketing functions and other administrative functions.
Risk mitigation approach – Careful planning of the acquisition and integration, including proper due diligence.
The management bodies of the acquired business form part of our existing management structure and are
integrated in our periodic internal management review process and planning processes.
Risk – adverse judgments or settlements resulting from legal proceedings.
Risk description and its possible impact – We are or might become involved from time to time in private actions,
investigations and various other legal proceedings by employees, suppliers, competitors, government agencies
or others.
Redcare Pharmacy is the subject of some court cases, mainly in the field of unlawful competition. The more
significant ones are mentioned below.
In a procedure initiated against Europa Apotheek Venlo B.V. by the Wettbewerbszentrale, in the first instance, the
Landgericht Frankfurt ruled that certain bonuses granted by Europa Apotheek to customers upon the placement
of prescription orders were unlawful, because the discounts on future prescription-free orders were
considered
contrary to the German Zuwendungsverbot (§ 7 Heilmittelwerbegesetz). Europa Apotheek Venlo lodged appeal
against this judgment. The procedure is currently pending at the Oberlandesgericht Frankfurt (2nd instance).
In a procedure regarding the same subject-matter of the Apothekerkammer Nord rhein against Shop-Apotheke
B.V., the Landgericht Köln (1st instance) has suspended the procedure in order to await the outcome of a
procedure currently pending at the European Court of Justice between DocMorris and the Apothekerkammer
Nordrhein, following prejudicial questions issued by the German Federal Supreme Court. This procedure
against Redcare’s Pharmacy will hopefully provide more clarity as to the above mentioned bonus variant.
Risk mitigation approach – Careful review and monitoring of applicable law and regulations. In case of legal
proceedings, we have our own legal experts and also consult external specialised lawyers.
101
Combined Management Report.
Regulatory risks.
Risk – change in legislation for e-commerce pharmacies and para-pharmacies.
Risk description and its possible impact – The pharmacy business is highly regulated. Failure to comply with
laws and regulations, including but not limited to pricing regulations, can damage our reputation and have
negative financial and operational consequences. From a compliance perspective, we are allowed to sell both
Rx and OTC medicinal products via mail to our customers in Germany.
Furthermore, a change in the legislation relating to pharmaceutical e-commerce deliveries can have a big
impact on the business models of online pharmacies. In Germany, the so-called Vor-Ort Apotheken Stärkungs-
gesetz came into force at the end of 2020. Among other things, this legislation prohibits offering Rx discounts.
This applies equally to on-site and mail-order pharmacies. We believe that by doing so, German lawmakers
are circumventing a 2016 Supreme Court ruling by the ECJ (AZ C-148/15), in which the Court ruled that
pharma cies from other EU countries are not bound by regulated prices in Germany for prescription drugs and
may grant their customers discounts to compensate for a competitive disadvantage.
At present, two civil procedures regarding alleged violations of the current bonus ban are pending against
Shop Apotheke BV and Europa Apotheek Venlo BV before the first instance civil court of Cologne and the first
instance civil court of Frankfurt. Both procedures will be suspended until the final judgement in a case currently
pending before the European Court of Justice upon prejudicial questions posed by the German Federal
Supreme Court (BGH) on a dispute between the chamber of pharmacists of North Rhein (Apothekerkammer
Nord-Rhein) and DocMorris NV.
Risk mitigation approach – Our Legal and Public Affairs department are closely monitoring all relevant
european legislative developments. In addition, we try to cooperate with other companies in the online
pharma ceutical industry to bundle our interests and we invest significantly in communicating with relevant
stakeholders.
Risk – Discrimination of online pharmacies.
Risk description and its possible impact – For Redcare Pharmacy as an online pharmacy, there are difficulties
in the regulatory playing field in comparison to brick and mortar or local pharmacies.
An important example regards the redemption of e-prescriptions:
The issuing of e-prescriptions in Germany has been possible since the 1 January 2022 (it has become mandatory
on 1 January 2024) and there are currently several options for patients to redeem their e-prescription. Among
these is a partly digital customer journey designed by the publicly owned agency Gesellschaft für Telematik-
anwendungen der Gesundheitskarte mbH (gematik) that enables patients to insert their electronic health card
(eGK) in a terminal in the pharmacy to redeem their e-prescription. This option, however, discriminates against
mail order pharmacies, as it can only be used by patients at local pharmacies. Adoption of the aforementioned
eGK prescription redeeming solution has been swift and currently clearly seems to become the solution
patients prefer. This could lead to our online pharmacy not receiving sufficient e-prescriptions through the
other redemption methods, which most likely would have significant financial consequences.
102
Risk mitigation approach – Public Affairs’ initiatives to consider and include the interests of online pharmacies
in the German Federal Ministry of Health’s decision-making process. Furthermore, with regard to the redemption
of e-prescriptions, we are currently in final discussions with the German Federal Health Ministry the Gesell-
schaft für Telematikanwendungen der Gesundheitskarte mbH (Gematik)” to implement another digital solution
which is fully digital and non-discriminatory, i. e. can be used at all pharmacies.
Risk – continuation of our pharmacy license(s).
Risk description and its possible impact – We currently hold a pharmacy license that allows us to ship into all
member states of the European Union. If we fail to comply with relevant Dutch and other applicable European
pharmacy laws, our pharmacy licenses could be withdrawn and we would not be allowed to continue our
current business. Our reputation would also be significantly harmed. Potential changes of government regu-
lations for the healthcare and pharmacy industries expose us to risks that we may be fined or exposed to civil
or criminal charges, that we might receive negative publicity or be prevented from shipping products into
one or all of our markets. This could have a material adverse effect on our business, financial position and
operational results.
Risk mitigation approach – The Quality department closely monitors and reviews all the applicable legislation
and performs internal audits to assess compliance with the law and regulations, as well as requirements for
improvement. Furthermore, we cooperate with other online pharmacies in the industry that are facing similar
regulatory requirements, to find common solutions.
Operating risks.
Risk – dependency on people.
Risk description and its possible impact – Redcare Pharmacy is proud of all employees. Without enough
quali fied staff our business would be disrupted and our strategic development would be hindered. As an
online pharmacy we are highly dependent on IT, pharmaceutical and operational colleagues. In addition, we
have a duty to deliver our parcels in time to our customers. When we do not have sufficient and qualified
employees , this poses a risk to the quality of the care that we can deliver. Furthermore, our future success is
heavily dependent on the continued service of our key, management-level employees. A lack of qualified and
motivated personnel could impair our development and growth, increase our costs and harm our reputation.
Risk mitigation approach – For Redcare Pharmacy it is important to be an attractive employer for both current
and prospective employees. We continue to develop our recruiting processes and capacity and are currently
actively working with embedded recruiting organisations to hire personnel. Furthermore, we are initiating
marketing campaigns and are internally promoting employer branding and the creation of internal brand
ambassa dors to become a more attractive employer for both potential and existing employees. Learning and
development is an important topic for us as a Company, as we want to offer professional and attractive training
and development opportunities. In addition, we learn from exit interviews with colleagues who have decided
to leave the Company. Compensation and benefits are regularly reviewed and compared to the market; the
Company has taken actions in areas where it was deemed necessary.
103
Combined Management Report.
Risk – high dependency on automation and IT systems.
Risk description and its possible impact – As an e-commerce pharmacy platform we are highly dependent on
our Webshops both on the front- and back-ends. Furthermore, we are highly dependent on automated systems
and their related software in our warehouse. Failures or bugs in IT systems can have a major impact on our
business continuity.
Risk mitigation approach – Changes in our Webshops or IT environment are thoroughly tested prior to imple-
mentation. An emergency power generator is installed for IT systems as a back-up measure in the event of
power outages. In addition, we have a team of technical engineers that is responsible for maintaining all the
automated systems and fixing technical issues.
Risk – data security risks and unauthorised use of one or more systems.
Risk description and its possible impact – In our Company personal data is processed to ensure that the right
parcels are sent to the right customer. To deliver high quality pharmaceutical care, sensitive customer health
data need to be analysed by our pharmaceutical staff. Threats to information security, intentional misuse of
confidential data or breaches in one of our systems are therefore risks that need to be mitigated.
Risk mitigation approach – To control all the threats to data security within our Company, an information security
management system has been implemented which integrates the procedures for mitigating risks to data
security issues. Penetration testing, access management, bug bounty programmes and 2-factor authentication
are some examples of technical data security measures, which are well described in our cyber security guide
-
lines. Furthermore, we continued to provide the mandatory data security training and awareness programme
during 2023 to all our employees.
Risk – management of our inventory levels.
Risk description and its possible impact – We must maintain sufficient inventory levels to operate our business
through our online Webshops successfully. However, many of our products have limited shelf-life dates and
we seek to avoid accumulation of excess inventory, while at the same time minimising out-of-stock levels and
maintaining in-stock levels across all product categories. If we do not accurately anticipate the time it will
take to obtain new inventory or sell existing inventory, our inventory levels will not be appropriate and this may
result in a loss of sales, a loss of customers who are unsatisfied with our delivery times or increased costs of
maintaining inventory. Furthermore, we could incur additional costs for the disposal of expired products,
which is required in light of e-Rx regulatory requirements.
Risk mitigation approach – We have specialised staff and departments working on this. In addition, we have
an automated purchasing tool in place that calculates the required purchase volumes for the right inventory
levels. Furthermore, via various information dashboards we monitor stock levels per country and specific
article information for articles with a potential future inventory risk.
104
Financial risks.
Risk – financial consequences due to environmental pollution.
Risk description and its possible impact – We are aware of negative environmental impacts that occur across
our supply chain. We are aware of the environmental impact of our business model and want to reduce our
carbon footprint extensively in the coming years. As an e-commerce player, we have a large volume of parcels
that are sent to customers with different carriers daily. Because of the costs arising from extended carbon
taxation, we run the risk that the transportation cost for our parcels will rise in the future. In 2023, we main-
tained a AAA rating by the renowned ESG institution MSCI. This means that we are considered an industry
leader in respect of our ESG efforts.
Risk mitigation approach – We are working hard to eliminate waste, replace plastic with recyclable materials
in our operations and reduce our carbon emissions. Most of our offices now use only green electricity. With
the expert help of our Sustainability department, we are continuously investigating where we can make the
next improvements.
Risk – dependency on advertising partners.
Risk description and its possible impact – A significant part of our marketing and advertising activities is
conducted via online advertising platforms, such as Google AdWords. In the past, Google stipulated country-
specific rules to use their platform for advertising pharmaceutical products or pharmacies. It cannot be
excluded that in the future Google, affiliated marketing partners or other advertising platforms will increase
similar restrictions which could limit our ability to launch marketing activities related to us, our websites or our
product offering in the countries in which we are already active or in the countries which we plan to enter in
the future. Furthermore, it cannot be ruled out that Google or other advertising platforms will be unable to
adapt their terms and conditions for advertising in line with ongoing factual changes on the certification of
online pharmacies in a timely fashion, or even unable do so at all. In that case, we would not be able to use
these advertising platforms in compliance with their respective terms and conditions and might be prohibited
from using them. No assurance can be given that we could find new advertising platforms or develop other
forms of advertising at the same costs and/or with the same reach.
Risk mitigation approach – Continue to monitor the rules stipulated by Google and build our brand value and
customer loyalty.
Opportunities.
Macro-economic and market conditions.
According to market information, the market for medications and pharmacy-related beauty and personal
care products is expected to continue to grow. As a first mover and one of the leading pharmacies in Europe,
Redcare Pharmacy has a good chance to benefit strongly from this general growth opportunity.
105
Combined Management Report.
Trend towards switch from offline to online e-commerce.
While many retail stores were temporarily closed, e-commerce recorded significant growth in certain areas.
Over the years, e-commerce has become a sustainable additional supply infrastructure for many business
and retail channels. In most if not all continental Europe countries, the online penetration of pharmacy is still
at a lower level compared to other retail verticals.
We believe that the pharmacy, pharmacy-related beauty and personal care, and related health-care e-com-
merce market in most of the countries we currently operate in will continue to grow above average over the
coming years, and that we should continue to benefit strongly from this development because of our market-
leading position. Also the increasing usage of mobile devices and general digitalisation have contributed to
the growth of online retail. This also applies to the sale of medications and pharmacy-related beauty and
personal care, and related health-care products because patients and customers have convenient access to
the products anywhere and anytime.
Subsequent events.
There have been no significant subsequent events
Outlook.
In its summer forecast, the EU projected gross domestic product (GDP) growth in 2023 for the euro area to
increase by 0.8 % – slightly below the previous estimate of 1.0 %. Similarly, the estimates for 2024 now only
expect a GDP growth of 1.4 % (spring estimate: 1.7 %). Given the slower economic growth and the hesitant
consumer behaviour in the first half of the year, inflation is expected to decrease, with an annual price growth
of 6.5 % for 2023 and an expected inflation rate of 3.2 % for 2024.
Meanwhile, the German economy, the biggest single market for Redcare Pharmacy, stagnated for much of
the year and even entered a slight recession, with GDP expected to have decreased by 0.4 % for full-year 2023.
In the first half of the year, GDP growth was already significantly lower than expected due to weak exports, a
decline in private consumption and a decrease in construction on the back of high prices for building materials.
For 2024, the EU expects the German economy to grow slightly – by 1.1 % – signalling a pickup in private
invest ments and consumption.
The ifo Business Climate Index, a well-known leading indicator for developments in the German economy, rose
to 87.3 points in November, up from 86.9 points in October. This is its third consecutive increase. Companies
assessed their current business situation as somewhat better. Expectations for the coming months were also
less pessimistic. The German economy is stabilizing, albeit at a low level.
Overview of the overall pharmacy market in Europe.
The European pharmacy market, which includes the categories prescription medications, non-prescription
medications and pharmacy-related beauty and personal care (BPC) products, has been growing steadily over
the past years and is expected to continue growing at a compound annual growth rate (CAGR) of 5.4 % from
106
2021 to 2028 (Source: Grand View Research). According to the business data platform Statista, revenues in
the European pharmacy market will hit EUR 314 billion in 2023, a plus of 2.6 % compared to 2022, and are
expected to reach EUR 380.4 billion by 2028. In 2022, 23.6 % of all pharmacy customers bought their products
online. This number is expected to grow to 42.4 % by 2028.
Germany was the leading pharmaceutical market in Europe in 2022, with total revenue of EUR 69 billion and
expected revenue of EUR 71.6 billion in 2023. Germany also has a significantly higher share of customers
buying their medication online, with 40.5 % in 2022 and 47.8 % by 2028. When the revenue of the German
pharmaceutical market in 2022 is broken down, it is prescription drugs that account for most of the revenue.
Prescription medication accounted for EUR 57.8 billion of revenue, followed by OTC drugs at EUR 11.2 billion.
France and Italy followed with total 2022 revenue of EUR 43 billion and EUR 25.8 billion, respectively. The top
five were rounded off by Spain (EUR 18.5 billion) and Poland (EUR 10.6 billion). We expect that the overall
Euro pean pharmacy market will continue to grow over the next years and that such growth will be supported
by the continued shift towards e-commerce by consumers.
Operational outlook for the Redcare Pharmacy Group.
After an already strong 2022, Redcare Pharmacy again improved sales numbers, achieving a new record.
We continued to grow in both our DACH and International segments and became the largest European
e-pharmacy. In our efforts to maintain our European market-leading role, we made a major investment in
our DACH business by entering a strategic partnership with the Swiss healthcare provider Galenica AG in
Medi Service AG. With this partnership we established the largest online pharmacy in Switzerland, offering
our customers an unmatched variety of products and healthcare services.
The ongoing rollout of the e-prescription is expected to continue in 2024 and significantly improve the cus-
tomer journey of ordering prescription drugs online. This could lead to fast growth in Rx sales. A continuation
of dynamic growth is anticipated for subsequent years due to a likely ongoing shift of customers for pharmacy
and related products from offline to online across Europe, an overall growing pharmacy market and the
strength of Redcare Pharmacy’s proposition in its markets. In key functions of Redcare Pharmacy, e. g. IT,
pharmacy and quality specialists, commercial experts and logistics employees, the number of employees
will grow to enable the fast-growth strategy.
Parallel to investing in fast growth, Redcare Pharmacy will continue to focus on the underlying unit economics
to improve gross margins, increase efficiencies, scale and new income sources. Investments in IT will continue
to grow.
Strategically, we will continue to develop Redcare Pharmacy into a technology-driven, customer-centric
e-pharmacy platform, to aspire towards our vision “until every human has their health”. High customer satis-
faction is central to our strategy. We will sell our broad range of own products and offer our own medication
management and pharmacy expert services, but also offer our customers access to services and a range
of healthcare partners, local pharmacy partners and third-party merchants to improve both our customer
satisfaction and our business model.
107
Combined Management Report.
Compliance statements.
The Management report (consisting of page 32 up to and including 108), and such parts of the financial
statements as referred to in the Management report, comprise the ‘Bestuursverslag’ within the meaning of
Article 2:391 of the DCC.
In-control and responsibility statement.
The Managing Board states, in accordance with best practice provision 1.4.3 of the Corporate Governance
Code, to the best of its knowledge, that:
– The Management Report provides sufficient insights into any important deficiencies in the effectiveness of
the internal risk management and control systems that may have been detected during the 2023 financial
year. No major failings have been detected
–
the Company’s internal risk management and control systems provide reasonable assurance that its financial
reporting does not contain any error of material importance
– the internal risk management and control processes in relation to financial reporting have functioned
properly in 2023
– based on the Company’s current state of affairs, it is justified that the financial reporting is prepared on a
going concern basis
–
the Managing Board Report discloses the material risks and uncertainties that are relevant to the expectation
of the Company’s continuity for the period of twelve months after the preparation of this Management report
The risk management and control sections of the Management Report provide a clear substantiation of the
above-mentioned statements.
With regards to Art. 5.25c paragraph 2c of the Financial Markets Supervision Act, the Managing Board states
that, to the best of its knowledge:
– the annual financial statements give a true and fair view of the assets, liabilities, financial position and loss
of the Company and the undertakings included in the consolidation taken as a whole
– The Managing Board Report provides a fair view of the development and performance of the business and
the position of the Company and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks faced by the Company
Corporate Governance Statement.
The information required to be included in this Corporate Governance Statement, as described in Articles 3,
3a and 3b of the Dutch Decree on the contents of Director’s Report (the Decree), are incorporated in the
Manage ment Report and the Supervisory Board Report.
The main characteristics of the Company’s internal risk management measures and control systems
connected to its financial reporting process, as required by Article 3a of the Decree, are described in the
Risk and opportunities Chapter.
108
Article 10 Takeover Directive Decree (Besluit Artikel 10 Overnamerichtlijn).
The Managing Board states that all information which must be disclosed pursuant to the Decree Article 10
Takeover Directive (‘Besluit Artikel 10 Overnamerichtlijn’) is included in the Corporate Governance section,
the Supervisory Board Report and the notes referred to herein, to the extent that it is applicable to Redcare.
Non-financial statement.
Redcare is required to publish a non-financial statement based on Directive 2014/95/EU on the disclosure of
non-financial information, which is implemented into Dutch law through the Decree disclosure on non-financial
information (“Besluit bekendmaking niet-financiele informatie”). The information regarding environmental,
anti-corruption and bribery matters and respect for human rights, as required by this Decree, is incorporated
in the Corporate Governance Report. The information regarding social and employee matters, also required
by this Decree, is incorporated in the Social and Environmental Report.
Sevenum, 4 March 2024
Olaf Heinrich
Stephan Weber
Marc Fischer
Theresa Holler
Jasper Eenhorst
3
Report of the
Supervisory
Board.
110
Supervisory Board Report.
Dear Stakeholders,
As Chairman of Redcare Pharmacy’s Supervisory Board, I am pleased to present the
2023 Supervisory Board Report and the Remuneration Report for the members of the
Managing Board and Supervisory Board.
2023 was another successful year for the company; it sustained double digit sales
growth, maintained its market leadership in Germany, Austria and Belgium, generated
again a positive adjusted EBITDA for the DACH segment and increased its active customer
base with a continued high customer satisfaction score. Additionally, the company
completed a strategic partnership with Galenica with respect to its specialty pharmacy
MediService in Switzerland. Moreover, changes were implemented, encompassing
the launch of a new corporate company branding, a new name and a new vision.
We welcomed Olaf Heinrich as the newly appointed CEO by the General Meeting on
26 April 2023, effective 1 August 2023. For the first time, performance criteria were
introduced as an integral part of the stock option grant under the 2023 Stock Option
Plan. Notably, no stock options were granted to other members of the Managing Board
during the fiscal year 2023.
Throughout 2023, the annual base compensation of the Managing Board members
remained at the same level as in 2022. Importantly, there were no deviations from
the remuneration policies for the Managing Board and the Supervisory Board
throughout 2023.
Your feedback is extremely valuable to us.
If you have any further comments or suggestions, please send them to the following
e-mail address: investor.relations@redcare-pharmacy.com
Sincerely,
Björn Söder
Chairman of the Supervisory Board
111
Supervisory Board Report.
Frank Köhler, Jaska de Bakker,
Henriette Peucker, Jérôme Cochet,
Dr. Björn Söder (from left to right).
112
Composition of the Supervisory Board.
Dr. Björn Söder Chairman
Nationality / age / gender: German / 51 / Male
Date of first appointment: 23 September 2016
Term of office: 2023 – 2024
Current positions: Founder of Parklane Capital Beteiligungs-
beratung GmbH and Parklane Capital
Verwaltungsgesellschaft GmbH
Former positions: Founder of several online companies
(e. g. getgo.de), McKinsey & Company
Committees: Remuneration Committee,
Nomination Committee
Frank Köhler Vice-Chairman
Nationality / age / gender: German / 56 / Male
Date of first appointment: 23 September 2016
Term of office: 2023 – 2024
Current positions: Co-owner of Aroma Company GmbH
since 2005, Director of Humiecki & Graef,
Chairman of the Supervisory Board of
Vita34 AG since 2017
Former positions: Management position at Loriot Design GmbH
Committees: Audit Committee, Remuneration Committee
Biographies of the members of the Supervisory Board,
as well as the information on the members as prescribed by
the Corporate Governance Code (2022) (“Code”), including
information about the Supervisory Board’s Committees and its
members, can be found below.
Redcare’s Supervisory Board
consists of five members.
113
Henriette Peucker
Nationality / age / gender: German nationality / Age 55 / Female
Date of first appointment: 21 April 2021
Term of office: 2021 – 2025
Current positions: Member of the Supervisory Board
Redcare Pharmacy
Former positions: Deputy CEO of the Association of German
Banks, Partner at Hering Schuppener
(fgs global), Head of European Public Affairs
at Deutsche Börse Group, investment banker
at Schroders / Citigroup
Committees: Remuneration Committee (Chairwoman),
Audit Committee
Jaska de Bakker
Nationality / age / gender: Dutch nationality / Age 53 / Female
Date of first appointment: 14 April 2022
Term of office: 2022 – 2026
Current positions: non-executive board positions at Prysmian
Group, The Ocean Clean-up and Nobian
Former positions: CFO at Royal Friesland Campina, CFO at
Royal HaskoningDHV, strategy consultant at
Boston Consulting Group
Committees: Audit Committee (Chairwoman)
Jérôme Cochet
Nationality / age / gender: German nationality / Age 45 / Male
Date of first appointment: 23 September 2016
Term of office: 2023 – 2025
Current positions: Co-founder of goodcarbon GmbH
Former positions: Chief Solutions Officer at Dunnhumby Ltd.,
Managing Director at Zalando Marketing
Services, strategy consultant at McKinsey &
Company
Committees: Remuneration Committee (Chairman)
Supervisory Board Report.
114
Competence matrix.
The profile and composition of the Supervisory Board as a whole are aligned with the profile and strategy of
the Company. The Supervisory Board strives for a balanced distribution of specific expertise in relation to the
business activities, strategy and long-term goals of the Company. Below is a competence matrix.
Name Nationality General
Management,
Strategy
M&A Finance, accounting,
financial reporting and
internal risk manage
-
ment and control
Commercial,
Marketing,
Digital Channels,
Technology
Legal/
Regulatory,
Governance,
Compliance
HR, organisation
and management
development
Corporate
responsibility,
Sustainability
Björn Söder
(Chairman)
German X X X X
Frank Köhler
(Deputy-Chairman)
non-independent
German X X
Jérôme Cochet German X X
Henriette Peucker German X X X X X
Jaska de Bakker Dutch X X X X X
GRI disclosures in this section: 2 – 17
Term.
A Supervisory Board member is appointed for a period of four years and may then be reappointed once for
another four-year period. Subsequently, a member may be reappointed again for a period of two years, which
appointment may be extended by, at most, two years.
The term of eight years for Björn Söder expired in 2023, and a proposal was adopted by the Annual General
Meeting of shareholders in 2023 to reappoint Björn for another one-year term. The reason for this re-appoint-
ment was the high level of Björn’s commitment and the appreciation to maintain his accumulated expertise
and knowledge.
Overview of committees and terms of office of SB members.
Name Audit
Committee
Remuneration
Committee
Nomination
Committee
Date of initial
appointment
2021 2022 2023 2024 2025 2026
Björn Söder
(Chairman)
X X 23.09.2016 – – – – 3
Frank Köhler
(Deputy-Chairman)
non-independent X X 23.09.2016 – – – – – 3
Jérôme Cochet X 23.09.2016 – – – – – 3
Henriette Peucker X X 21.04.2021 – – – – – 1
Jaska de Bakker X 14.04.2022 – – – – – 1
X – not independent X – Chair(wo)man X – member – term
115
Independence of Supervisory Board and its members.
The Supervisory Board is composed in accordance with the criteria set out in best practice provisions 2.1.7
to 2.1.9 of the Code, which relate to independence. For 2023, Frank Köhler is deemed not to be independent
within the meaning of best practice provision 2.1.8 sub i. and vi. The Supervisory Board assesses at least
annually whether it still complies with the independence requirements as set out in these principles.
Frank Köhler was part of a voting agreement with his brother Michael Köhler, formerly one of the largest
shareholder and former CEO of the Company, and other shareholders, in total representing around 25 % of
the actual outstanding voting rights of Redcare. This voting agreement was dissolved on 18 May 2023.
As a result of its assessment, the Supervisory Board resolved in December 2023 that Frank Köhler will be
deemed to be independent as of 1 January 2024 now that i) more than five years have passed since Michael
Köhler left the Managing Board of Redcare on 31 December 2018, and ii) Michael Köhler’s shareholding
in the Company does not exceed 10 per cent anymore as of 11 December 2023. As a result, Frank Köhler
will be participating as an independent member of the Supervisory Board including its committees as of
1 January 2024.
Three Supervisory Board members hold long-term share positions: Björn Söder, Frank Köhler and Jérôme
Cochet.
Conflicts of interest.
Supervisory Board members are alert to conflicts of interest, and the Rules of the Supervisory Board contain
the process of how to act in such events. Resolutions to enter into transactions under which members of the
Supervisory Board could have a conflict of interest with the Company and which are of material significance
to the Company and/or the relevant Supervisory Board member require the prior approval of the Supervisory
Board. The respective member who has the conflict of interest will not participate in the deliberations and
decision-making process regarding such a transaction.
Considering Henriette Peucker’s husband's position at FGS, a strategic advisor for the stakeholder economy,
a potential conflict of interest was assumed when the Company considered to conclude a consultancy services
agreement with FGS, and was addressed to the Chairman of the Supervisory Board. The Supervisory Board
concluded that the consultancy services agreement with the Company was concluded under terms which
are customary in the market and that the transaction was not deemed to be of material significance for either
Henriette and/or the Company.
A planned transaction was reported in advance and submitted for approval to the Supervisory Board by
Jérôme Cochet. Jérôme is 28 % shareholder and statutory director of Goodcarbon GmbH, which concluded
a transaction with Redcare regarding the sale of carbon credits for the amount of EUR 242 thousand. The
Super visory
Board concluded that this transaction was agreed upon under terms which are customary in the
market and that the transaction is not deemed to be of material significance to Jérôme and/or the Company.
Supervisory Board Report.
116
Diversity.
We aim for diversity across all management levels. We do not see diversity merely as a matter of gender
or ethnicity, but also of personality, skills and knowledge. We need people from different backgrounds and
cultures. Redcare Pharmacy will focus on further enhancing diversity across all management levels, including
future appointments to its Supervisory Board and Managing Board, without compromising our commitment to
hiring the best individuals for positions. The more we make use of the differences between us and the more
we can cooperate and learn from each other, the stronger we will be as a Company in serving a highly diverse
society and our diverse stakeholders. Currently, two out of five Supervisory Board members are female (40 %).
Meetings and attendance.
All members had sufficient time available for the duties related to their membership of the Supervisory Board,
as demonstrated by their availability for ad hoc calls, prompt responses to emails, good meeting preparation
and active participation in meeting discussions. Meetings were prepared in consultation with the Chairman of
the Supervisory Board, the Managing Board and the Company Secretary. The Chairman of the Supervisory
Board maintained regular contact with the CEO and CCO (as Vice-Chairman).
An Audit Committee meeting was held every quarter.
Meetings of the Remuneration Committee and Nomination Committee were held when necessary.
Board attendance Supervisory Board Audit Committee Nomination Committee Remuneration Committee
Nr of meetings Held
1
Attended Held Attended Held Attended Held Attended
Björn Söder 10 9 3 3 3 3
Frank Köhler 10 9 5 5 3 3
Jérôme Cochet 10 9 3 3
Henriette Peucker 10 9 5 5 3 3
Jaska de Bakker 10 10 5 5
In 2023, ten meetings of the Supervisory Board took place with an attendance rate of 92 %: four regular
meetings every quarter, one strategy session and one meeting where the annual operating plan was discussed
and approved. The members of the Managing Board took part in the Supervisory Board meetings
. In addition,
six meetings took place with only members of the Supervisory
Board attending (attendance rate of 100 %),
where topics where brought forward by the Remuneration Committee and Nomination Committee.
1
Six regular meetings and four additional meetings.
117
Activities during financial year 2023.
Strategic oversight and business review.
The Supervisory Board oversees the Managing Board in how it executes the Company’s strategic objectives
and operations. The Supervisory Board performs its duties pursuant to the law, the Company’s Articles of
Association and the Supervisory Board Rules. The Supervisory Board receives reports from the Managing
Board within the scope prescribed by administrative rules, guidelines and law, in particular on all issues
of relevance for the Redcare Group concerning strategy, planning, business development, risk situation,
risk management, staff development, reputation and compliance.
Key subjects discussed were: the strategic partnership with Galenica AG combining the business activities
of the specialty pharmacy MediService AG and the online pharmacy shop-apotheke.ch as announced on
30 March 2023; the search for a new CEO resulting in the appointment of Olaf Heinrich by the Annual General
Meeting held on 26 April 2023; the corporate rebranding of SHOP APOTHEKE EUROPE N.V. to Redcare Pharmacy
N. V.; the development of the Rx segment in Germany; customer satisfaction; the internal risk management
and control system and the annual operating plan for 2024. A strategy session was held with the Managing
Board during which the Company’s strategy and its strategic priorities were discussed and industry trends
and developments were exchanged. Every quarter, the Supervisory Board was updated on the quarterly
business highlights of the Company, including its progress on the pre-determined sustainability KPI
s.
Public Affairs updates were provided to keep the members of the Supervisory Board fully up to date on the
regulatory framework of Rx and eRx, particularly in Germany. During these meetings, the Supervisory Board
ensured that the Managing Board’s ideas were challenged and tested to reach decisions that would underpin
the Company’s strategy.
The Supervisory Board also engaged with Mazars Accountants N.V., who were appointed as auditors for the
financial year 2023 by the Annual General Meeting held on 26 April 2023. Among other topics, the outcome of
the audit procedures, including the findings regarding the Company’s risk management and control systems,
were discussed.
In the absence of an internal audit function, the Supervisory Board assessed whether adequate alternative
measures have been taken and has concluded that it is now advisable to implement an internal audit function
given the fast growth and ambitions of the Company, the highly regulated market the Company is operating
in and the many technological components involved in its operations. The Managing Board has adopted this
recommendation, which will result in the establishment of an internal audit function in 2024.
The Supervisory Board was regularly updated on the Company’s governance and compliance with laws and
regulations and best practices, including the Dutch Corporate Governance Code.
The Supervisory Board consulted with and received the advice of external experts such as legal, auditors and
remuneration experts.
Supervisory Board Report.
118
Sustainability.
The Supervisory Board was updated on the progress made by the Company on the pre-determined sustainability
KPIs every quarter and on the identified material topics that represent the Company’s most significant impacts
on the economy, environment and people. In addition, Supervisory Board members were informed about the
CRSD and the preparations which are being undertaken by the Company to start reporting accordingly as of
2024.
GRI disclosures in this section: 2-14
Supervisory Board effectiveness review.
Also in 2023, the Supervisory Board assessed its performance and composition and that of its committees.
The aim of this continuous review is to determine what measures could further improve the effectiveness of
Supervisory Board work and its interaction with the Managing Board and its members. The Supervisory Board
used a questionnaire for its assessment, which all members answered. The results were discussed in detail
by the Supervisory Board, and the outcome was shared with the Managing Board. The Supervisory Board is
considering the engagement of an external facilitator to perform its effectiveness review every three years,
beginning in 2024. The Supervisory Board concluded, among other things, that its relationship with the
Managing Board is cooperative, transparent and effective. A better understanding of the Company’s culture,
including engagement with senior management, is a topic that will be focused on next year, especially
given the Company’s significant and international expansion. In addition, the Remuneration Committee and
Nomination Committee have set a regular meeting structure for 2024, similar to Audit Committee’s current
practice.
GRI disclosures in this section: 2-18
Remuneration.
The Remuneration of the members of the Supervisory Board and of the members of its committees is deter-
mined by the General Meeting of Shareholders. The last amendment was in 2022. A proposal for adjustment
of the Remuneration Policy for the Supervisory Board was submitted for approval to the General Meeting of
Shareholders on 28 April 2023. This proposal was rejected by 50.85 % of the votes cast, where 54.09 % of the
total issued and outstanding share capital was represented. For more information on the Remuneration Policy
of the Supervisory Board, reference is made to the Remuneration Report.
The Remuneration Committee.
The Remuneration Committee met three times in 2023, with an attendance rate of 100 %. In relation to the
search for and hire of a new CEO, the Remuneration Committee, supported by Korn Ferry, reviewed the
market reference group (as established in 2020), while considering corporate events and updated scope
parameters. This led to the removal of seven companies from the reference group and the replacement
of these with five others. The selection process of the reference companies was performed in line with
GICS best practices. For its validation, the ISS best practice guidelines regarding size criteria were used.
The new market reference group formed the basis of a remuneration benchmark.
119
The outcome was discussed by the Remuneration Committee, and a remuneration package proposal for the
newly appointed CEO was submitted to the Supervisory Board for approval. Furthermore, the Remuneration
Committee defined performance criteria linked to the stock options granted to Olaf Heinrich, as agreed upon
in his employment contract and in accordance with the 2023 Stock Option Plan, approved by the 2023 Annual
General Meeting.
A scenario analysis was carried out to evaluate the variable component of the remuneration of the Managing
Board. The Remuneration Committee also reviewed the pay ratio.
The Remuneration Committee also engaged Korn Ferry to perform a benchmark for the remuneration of the
Supervisory Board. The new market reference group defined for the Managing Board remuneration bench-
mark performed earlier in the year was used as a starting point. Given the nature of the Company and its
governance structure (two-tier board model), the benchmark observed governance models in the reference
market. The outcome of the remuneration benchmark was discussed by the Remuneration Committee and
resulted in the submission of a proposal to the Supervisory Board for its approval. The Chairman of the
Supervisory Board reached out to some of the Company’s major shareholders to explain the outcome of the
benchmark, the content of the proposal and to gauge their concerns. After consideration of the feedback
received, the Remuneration Committee submitted a revised proposal to the Annual General Meeting in 2024,
which is similar to the one submitted at the Annual General Meeting in 2023.
For a full outline of the Remuneration Policy, its application in 2023 and the outlook for 2024, reference is
made to the 2023 Remuneration Report.
Nomination Committee.
The Nomination Committee met three times in 2023, with an attendance rate of 100 %, and updated the other
Supervisory Board members regularly on its activities. It engaged an executive search firm for a new CEO,
following the announcement of Stefan Feltens’s decision that he would not be available for another term after
the 2023 Annual General Meeting. The search resulted in the appointment of Olaf Heinrich by the General
Meeting of Shareholders on 28 April 2023.
The Nomination Committee has introduced and will further strengthen the performance review process for
the members of the Managing Board.
Individual performance review meetings have taken place between each individual member of the Managing
Board and the Chairman of the Nomination Committee and the member of the Remuneration Committee,
where, among others, the Managing Board member was invited to provide his/her view with regards to his/her
individual remuneration package.
The Nomination Committee reviewed the board size and composition of the Management Board given the
Company’s rapid growth, its’ expansion into other markets and diversity footprint and concluded that the
current size and composition is still appropriate. The Nomination Committee also considered the succession
plan i) for the Supervisory Board, specifically with regards to Björn Söder (the Chairman of the Supervisory
Board), whose term will expire at the 2024 Annual General Meeting, and, ii) for the Managing Board, specifically
with regards to Stephan Weber (CCO) and Marc Fischer (CIO), whose term will expire at the 2025 Annual
General Meeting.
Supervisory Board Report.
120
Audit Committee.
The Audit Committee is charged with overseeing financial reporting and disclosure, the selection of the
independent auditor and the receipt of audit results. For an overview of the meeting attendance rate,
reference is made to the table above. Five meetings were held by the Audit Committee.
The Audit Committee discussed a number of issues: the audit findings were discussed with the external
auditor and management; the initial audit plan of the external auditor; the latest financial figures and budget;
evaluation of the external auditor, enterprise risk management and controls. Regular updates were provided
by the responsible department heads on legal, regulatory, tax, Treasury, IT & cyber security, privacy and
compliance matters.
The Audit Committee discussed the unqualified audit opinion issued by Mazars Accountants N. V. for the
financial year 2023. The financial statements, the combined management report as well as the independent
auditor’s report and management letter were discussed by the Audit Committee and the auditors in the
presence of the Managing Board. The Audit Committee also had a meeting with the external auditor without
members of the Managing Board present to independently discuss their findings.
2023 financial statements.
The Supervisory Board believes that the 2023 financial statements of Redcare Pharmacy N. V. meet all
requirements for correctness and transparency. The Supervisory Board has approved the financial
statements for 2023. All members of the Supervisory Board and Managing Board have signed the financial
statements for 2023 pursuant to the statutory obligations under Article 2:101 (2) of DCC.
The Supervisory Board recommends to the 2024 Annual General Meeting to adopt the financial statements
for 2023 and requests to discharge the Managing Board members’ responsibility for the conduct of business
in 2023 and the Supervisory Board members’ supervision in 2023. The Annual Report 2023 is available at the
Company’s offices on request and on the Company’s website.
The Supervisory Board would like to thank Redcare’s shareholders for their trust in the Company and its
management and express its appreciation to all Redcare employees and the Managing Board members for
their continued dedication and commitment to the Company.
Sevenum, 4 March 2024
The Supervisory Board
Björn Söder Frank Köhler Jérôme Cochet Henriette Peucker Jaska de Bakker
Remuneration
Report.
4
122
Introduction.
In this Remuneration Report an overview is provided of the remuneration awarded or due in the 2023 financial
year to individual members of the Managing Board and Supervisory Board. It is the responsibility of the
Super visory Board and its Remuneration Committee to ensure that all remuneration elements comply with
the remuneration policies of Redcare Pharmacy.
Renumeration policies of Redcare Pharmacy.
This report has been prepared in accordance with Article 2:135b of the Dutch Civil Code and the Dutch Cor po rate
Governance Code. It will be subject to an advisory vote at the 2024 Annual General Meeting, which allows the
Company’s shareholders to express an opinion on the application of the remuneration policies. The 2022
Remuneration Report was approved by the 2023 Annual General Meeting with 93.16 % of votes cast in favour.
The Managing Board Remuneration Policy and the Supervisory Board Remuneration Policy were approved
by the Annual General Meeting in 2022 by 83.4 % and 99.3 % respectively of the votes cast. The Managing
Board Remuneration Policy will be submitted for approval to the General Meeting again in 2026 at the latest.
The Supervisory Board Remuneration Policy will be submitted for approval to the General Meeting in 2024.
GRI disclosures in this section: 2-19
Objective of the Remuneration Policy.
The aim of the Managing Board and the Supervisory Board remuneration policy of Redcare Pharmacy
(“Remuneration Policy”) is threefold: i) it aims to attract, retain and reward highly qualified executives with the
required background, skills, experience and entrepreneurial risk and return profile, in the context of compe-
titive global labour markets for senior executives, ii) it fosters, incentivises and rewards the execution of the
Company’s strategy, and iii) it aligns the interests of the Managing Board with the interests of the Company’s
shareholders and other stakeholders (including its employees).
The Remuneration Policy is designed in the context of international competitive labour market trends,
statutory requirements, corporate governance best practices and the stakeholders’ opinion on remuneration
at board level.
The Company strives to make good choices to build an ethical and sustainable business and drive sustainable
profitable growth for its shareholders and other stakeholders.
The overriding principle of this Remuneration Policy is to ensure fairness and transparency. Our Remuneration
Policy is based on the firm belief that sustainable value creation is essential for the Company’s long-term
finan cial success. The link to long-term value creation and sustainability is created not only, but in particular,
by allocating a significant portion of the remuneration package to share-based remuneration for the members
of the Managing Board, i. e. granting of stock options, that:
1. represents a fitting entrepreneurial risk and return profile
2. fosters and rewards sustainable performance of the Managing Board
3. provides an incentive for long-term commitment and retention of the members of the Managing Board
4. is designed to incentivise and reward sound, long-term decision making of the Managing Board
Remuneration Report.
123
The Company aims to have a fair balance between the remuneration of the members of the Managing Board
and the remuneration of the employees of the Company. In this regard, the Company strives to use the same
benchmarking methods, e. g. grading, market medians, industry sectors, company size, for both groups and
takes remuneration ratios of a Managing Board member’s remuneration and the average remuneration per
employee of the Company into consideration when reviewing its policies.
Managing Board Remuneration – elements.
The remuneration package of the members of the Managing Board consists of the following elements:
1. Fixed compensation.
The annual base salary is a fixed compensation and is determined based on a variety of factors like the bench-
mark data. The fixed salary is evaluated periodically, considering factors such as (i) development, experience,
capability and marketability of the individual member of the Managing Board, ii) nature of the roles and
responsibilities and the historic salary levels, iii) remuneration levels within the Company, and iv) general
market development relevant to the Company.
2. Long-term incentive plan.
Currently, there are three stock option plans applicable to the members of the Managing Board:
1. The stock option plan that was approved by the General Meeting on 30 April 2019
(the “2019 Stock Option Plan”).
2. The stock option plan that was approved by the General Meeting on 30 April 2020
(the “2020 Stock Option Plan”).
3. The stock option plan that was approved by the General Meeting on 26 April 2023
(the “2023 Stock Option Plan”).
Both the 2019 Stock Option Plan and the 2020 Stock Option Plan did not include any performance criteria
and therefore do not comply with the best practice 3.1.2 (v) from the Corporate Governance Code.
In October 2020, the Supervisory Board granted a total of 200,000 stock options to the members of the
Managing Board. Such stock option grant was the first and only grant made to the members of the Managing
Board under, pursuant to and in connection with the 2020 Stock Option Plan, because on 8 June 2021 the
Super visory Board decided not to grant additional stock options to the members of the Managing Board
under the 2020 Stock Option Plan. After due evaluation, the Supervisory Board proposed to the 2022 Annual
General Meeting amendments to the 2020 Stock Option Plan, in line with the Company’s articles and the
Dutch Corporate Governance Code, which amendments were all approved by the General Meeting (“2020
Stock Option Plan Amendments”). The 2020 Stock Option Plan Amendments retroactively apply to all stock
options granted to the members of the Managing Board in 2020. The amendments were:
1. Change of the holding requirement of two years after the date of issue of the shares, to a holding require-
ment of one year after the respective vesting date of the stock options
2. The period during which members of the Managing Board can exercise their options has retroactively
shortened by one year until 1 October 2026
Remuneration Report.
124
The 2023 Stock Option Plan reflects the following key terms and conditions:
i. The maximum annual value of a grant, expressed as fair value (according to the Black-Scholes formula
or similar methodologies to be determined by an external agency) on the grant date, will not exceed
three-and-a-half times the annual base salary of a Managing Board member.
ii. The financial gain realised with an exercise of stock options will not be capped.
iii. Pre-determined performance criteria will be applied which will reflect the Company’s strategy and long-
term goals that are linked to shareholders’ value creation. These performance criteria will consist of
weighted variables, covering both financial and non-financial objectives, including revenue growth, EBITDA
margin or similar profitability measure and an ESG-related target. A minimum and maximum threshold will
be defined per criteria, which shall in any case be better than the status-quo at the time of the grant. The
number of stock options that will vest will depend on the attainment of such pre-determined performance
criteria.
iv. The performance period is three years from the grant date.
v. The duration of an award under the 2023 Stock Option Plan is six years from the grant date.
vi. Stock options will not vest before the third anniversary of the grant date and only if pre-determined
perfor mance criteria have been achieved.
vii. Shares resulting from an exercise will be subject to a one-year holding requirement from the vesting
date of such stock options, or the statutory holding period that may be applicable at the grant date if
such a statutory holding period is longer than one year. During such holding period, shares are no longer
contingent of any performance criteria.
3. Pension allowance and other benefits.
Individual pension allowances have been agreed with some members of the Managing Board by the Super-
visory Board.
The members of the Managing Board may be awarded customary fringe benefits, such as relocation
allowances , as determined by the Supervisory Board.
The Company does not provide any executive-type memberships. Other benefits in line with benefits
provided to the employees of the Company will only be provided to the Managing Board members if explicitly
confirmed by the Supervisory Board.
The Company does not pay any short-term incentives (e. g. bonuses or profit sharing) to its Managing Board
members.
Managing Board Remuneration – application 2023.
Internal alignment.
To ensure that the remuneration of the Managing Board members remains fair, reasonable and aligned with
the Company’s values and vision, the Supervisory Board considers the remuneration arrangements for the
employees of the Company, the internal remuneration ratios when determining the remuneration level of the
members of the Managing Board.
125
Scenario Analysis.
A scenario analysis of the possible outcome of the variable component and the impact on the remuneration
of the Managing Board members is conducted annually to minimise the risk of inappropriate outcomes. In
2023, the Supervisory Board has assessed and concluded that the range of potential remuneration is within
outcomes that are appropriate to attract and retain highly qualified executives.
Pay ratio.
The pay ratio is calculated as the total remuneration of the respective Managing Board member, as published
in this Remuneration Report, divided by the average remuneration per employee.
The average remuneration per employee is based on the total salaries, share option expenses and pension
costs divided by the average number of FTEs during the 2023 financial year, as published in Note 8 of the
consolidated financial statements. For this calculation, we have excluded the effect of the contingent con-
side rations related to the acquisitions of smartpatient, MedApp and GoPuls (previously First A), which have
to
be accounted for as cost of labour as per IFRS but do not represent typical ongoing compensation expenses.
The development of the pay ratio on a full-time equivalent basis over the last five years is shown in the table
below. Using a standardised approach and the IFRS financial statements as a reference, the aim is to present
and compare developments of the remuneration of Managing Board members and employees. In years where
changes to the composition of the Managing Board occurred, the amount shown is the annualised remuneration
of the most recent function holder.
2023 2022 2021 2020 2019
Remuneration
3
PR
1
Remuneration
3
PR
1
Remuneration
3
PR
1
Remuneration
3
PR
1
Remuneration
3
PR
1
Chief Executive
Officer
2
665,962
13.2
13.6
911,845
19.7
5.9
911,597
20.7
6.4
375,530
9.1
4.2
298,235
7.8
4.4
Chief Financial
Officer
1,125,882
22.3
9.1
1,217,447
26.3
10.3
1,297,319
29.5
11.3
767,376
18.6
11.3
373,415
9.8
7.7
Chief Operating
Officer
886,244
17.5
5.3
913,837
19.7
5.9
913,372
20.7
6.5
382,795
9.3
4.8
280,662
7.3
5.1
Chief Commercial
Officer
880,764
17.4
5.2
909,182
19.6
5.8
909,320
20.7
6.4
378,521
9.2
4.7
276,393
7.2
5.0
Chief Information
Officer
879,718
17.4
5.1
908,628
19.6
5.8
908,628
20.6
6.3
376,975
9.2
4.6
275,223
7.2
5.0
Comparative information.
To understand the relative performance of remuneration developments compared to the Company’s perfor-
mance developments, the table below is included. It shows the changes in comparative remuneration and
Company performance over the last five financial years reported.
Remuneration Report.
1
Pay Ratio is presented including and excluding share-based payments costs.
2
The pay ratio of the CEO (calculated based upon the annualised remuneration, since O. Heinrich formally started as CEO as per 1 August 2023)
decreased significantly because of the lower share-based payment costs under the 2023 Stock Option Plan.
3
The pay ratio of the other Managing Board members in 2023 slightly decreased because of overall increase of salaries throughout
the company whereas the salaries of the Managing Board are fixed.
126
Annual change 2023 vs 2022 2022 vs 2021 2021 vs 2020 2020 vs 2019
Directors’ remuneration (in EUR)
CEO – 245,883 248 536,068 77,295
CFO – 91,565 – 79,872 529,942 393,961
COO – 27,593 465 530,577 102,133
CCO – 28,418 – 138 530,799 102,128
CTO – 28,910 – 531,653 101,752
Company performance (EUR 1,000)
Net revenue + 594,406 + 144,031 + 92,259 267,052
EBITDA + 69,655 + 9,072 – 53,931 33,780
Market capitalisation + 231 % – 61 % – 23 % + 335 %
Average remuneration on FTE basis
Wages and salaries / FTE (in EUR) + 4,264 + 2,288 + 2,884 + 2,926
Wages and salaries / FTE (in %) + 9.2 % + 5, 2 % + 7.0 % + 7.7 %
GRI disclosures in this section: 2-20, 2-21
External alignment.
When implementing this Remuneration Policy, the Supervisory Board analyses the possible outcomes of the
variable remuneration and the impact on the total remuneration package. From time to time, the remuneration
elements are benchmarked against external market data, primarily data of other relevant European head-
quartered companies of similar scale on a European regulated market. In addition, the expectations of the
Company’s shareholders and the views within society on remuneration in general are being considered by the
Supervisory Board. The data serves to provide the Supervisory Board with the relevant information to determine
and evaluate the remuneration of the Managing Board, rather than drive the Supervisory Board’s decision-
making process.
Although the external market data provides useful context, the Supervisory Board is ultimately responsible for
determining the appropriate level of the remuneration packages of the members of the Managing Board.
Peer group and benchmark.
Supported by Korn Ferry, the Supervisory Board reviewed in 2023 the market reference group (as established
in 2020) while considering corporate events and the scope parameters, after which seven companies were
removed and five replacement companies were selected. The selection process of the reference companies
was performed in line with GICS best practices and for its validation, the ISS best practice guidelines regarding
size criteria were used. The new market reference group formed the basis of a remuneration benchmark. The
outcome was discussed by the Remuneration Committee and a proposal was submitted for approval to the
Supervisory Board, which formed the basis for the remuneration package of the newly appointed CEO and
the adjustments to the remuneration packages of members of the Managing Board in 2024.
GRI disclosures in this section: 2-20
127
Managing Board Remuneration – 2023.
The Remuneration Committee ran several scenarios and concluded that the current remuneration elements
as well as their values are still fully aligned with the objectives of the Remuneration Policy and are appropriate
to attract and retain highly qualified executives for Redcare Pharmacy’s Managing Board.
In the tables below, the total remuneration as well as the remuneration per individual member of the Managing
Board are shown for the financial year 2023.
2023 Period Direct remuneration Deferred remuneration
Name of Director,
Position
Base
salary
1
Fringe
benefits
One-year
variable bonus
Long-term share-
based incentive
2
Pension Total
remuneration
Fixed vs. variable
remuneration
O. Heinrich, CEO 01.08. – 31.12.2023 208,333 2,485 – 66,666 – 277,484 76 % / 24 %
J. Eenhorst, CFO 01.01. – 31.12.2023 420,000 – – 628,882 25,000 1,125,882 40 % / 60 %
T. Holler, COO 01.01. – 31.12.2023 250,000 5,964 – 628,000 2,280 886,244 29 % / 71 %
S. Weber, CCO 01.01. – 31.12.2023 250,000 2,764 – 628,000 – 880,764 29 % / 71 %
M. Fischer, CTO 01.01. – 31.12.2023 250,000 1,718 – 680,882 – 879,718 29 % / 71 %
S. Feltens, CEO 01.01. – 31.05.2023 116,186 2,280 – – – 118,466 100% / 0 %
Total compensation
1,494,519 15,211 – 2,631,548 27, 280 4,168,557
Members of the Managing Board did not receive any additional compensation from companies of the Redcare
Pharmacy Group. Moreover, no compensation for Managing Board members was charged to any Group
company . Managing Board members did not receive any compensation from Supervisory Board memberships
at other companies.
Fixed compensation – 2023.
The base salaries for the members of the Managing Board remained unchanged throughout 2023 compared
to 2022.
Long-term incentive – 2023.
No stock options were granted to members of the Managing Board under the 2023 Stock Option Plan, except
for Olaf Heinrich who was appointed CEO and began his term on 1 August 2023. As part of his remuneration
package, the Supervisory Board granted the first (out of four) tranche(s) of stock options under the 2023
Stock Option Plan. Performance criteria were defined in line with the Managing Board
Remuneration Policy,
which was last approved by the General Meeting in 2022. No stock options were granted
to the other members
of the Managing Board in 2023.
Remuneration Report.
1
Annual base salary during 2023.
2
The fair value according to IFRS of each year’s grant is determined on the grant date and expensed on a straight-line basis over the vesting period.
The fair value is determined by an external agency. The expense for 2023 reflects this year’s portion of share option grants which are not yet vested or
which vested during 2023.
128
For more details and parameters of the employee stock option plans, see the explanatory notes under Note 27
in the notes to the consolidated financial statements of this annual report. The table below provides an overview
of the Redcare Pharmacy share options of the Managing Board members, including the 2023 opening balance,
changes during 2023 and the 2023 closing balance.
Share options of individual Managing Board members
The main conditions of the share option plans Infomation regarding the reported financial year
Grant
date
Vesting
date
Expiry
date
Strike
price of
the share
Out-
standing
at 1.1.2023
Awarded Exercised Forfeited
Out-
standing
31.12.2023
Costs (IFRS)
during the
year in EUR
Realized value of
options exercised
in 2023 in EUR
O. Heinrich, CEO
14 01.08.2023 01.08.2026 01.08.2029 116,05 € – 9,984 – 9,984 66,666 0
J. Eenhorst, CFO
7a
7b
7c
9a
9b
01.02.2020
01.02.2020
01.02.2020
01.10.2020
01.10.2020
01.02.2022
01.02.2023
01.02.2024
01.10.2023
01.10.2024
11.06.2027
11.06.2027
11.06.2027
01.10.2026
01.10.2026
46.40 €
46.40 €
46.40 €
149.40 €
149.40 €
10,000
10,000
10,000
20,000
20,000
–
–
–
–
–
– 9,000
–
–
–
–
–
–
–
–
–
1,000
10,000
10,000
20,000
20,000
0
5,050
47,832
305,700
322,300
585,074
0
0
0
0
T. Holler, COO
9a
9b
01.10.2020
01.10.2020
01.10.2023
01.10.2024
01.10.2026
01.10.2026
149.40 €
149.40 €
20,000
20,000
–
–
–
–
–
–
20,000
20,000
305,700
322,300
0
0
S. Weber, CCO
9a
9b
01.10.2020
01.10.2020
01.10.2023
01.10.2024
01.10.2026
01.10.2026
149.40 €
149.40 €
20,000
20,000
–
–
–
–
–
–
20,000
20,000
305,700
322,300
0
0
M. Fischer, CTO
9a
9b
01.10.2020
01.10.2020
01.10.2023
01.10.2024
01.10.2026
01.10.2026
149.40 €
149.40 €
20,000
20,000
–
–
–
–
–
–
20,000
20,000
305,700
322,300
0
0
S. Feltens, (former) CEO
9a
9b
01.10.2020
01.10.2020
01.10.2023
01.10.2024
01.10.2026
01.10.2026
149.40 €
149.40 €
20,000
20,000
–
–
–
–
– 20,000
– 20,000
–
–
0
1
0
1
0
0
As of 31 December 2023, former Managing Board members did not have any unvested or vested but not yet
exercised stock options.
Pension allowance and other benefits – 2023.
Theresa Holler, COO, received pension benefits via payment of the employer’s contribution to the statutory Dutch
Pensioenfonds Medewerkers Apotheken (SPOA). Jasper Eenhorst, CFO, received pension benefits and related
insurance via payment of the employer’s contribution to a private pension fund capped at EUR 25,000 in 2023.
The other members of the Managing Board did not receive any contributions towards pension plans or similar
retirement benefits.
The members of the Managing Board benefit from Directors’ and officers’ liability insurance coverage which
are in line with market practice.
1
The total costs (IFRS) during the year 2023 related to the Stock Option plan of our former CEO during the year have been a negative value due to the
forfeiture of the options. In the remuneration overview the costs have been put on zero.
129
Adjustments to variable remuneration – including clawback.
Annual cash incentives as well as the long-term incentives for the Managing Board are subject to claw-back
provisions pursuant to Dutch law. No such claw-back occurred during the financial year.
Arrangements for good and bad leavers and for change of control.
Stefan Feltens resigned as a member of the Managing Board in 2023. The Supervisory Board considered him
as a good leaver. His stock options, which had not yet vested, were pro-rata vested on his termination date
and in accordance with the 2020 Stock Option Plan. All his unvested and vested stock options were forfeited
as of 31 December 2023.
Severance payment.
Employment agreements of the members of the Managing Board do not contain any severance payment
obligations of more than twelve monthly base salaries in the event of involuntary termination. Except for the
CFO and CEO, the employment agreements contain a termination notice period of six months for the employer
and three months for the employee. For the CEO and for new members of the Managing Board a termination
notice period of twelve months for the employer and six months for the employee apply. The service agree-
ment with the CFO includes a reference to the Dutch statutory notice period.
Share ownership requirement.
New members of the Managing Board have five years from the date they joined the Managing Board to reach
the required share ownership stake of 125 % of their respective base salary.
By 31 December 2023, the CCO, COO and CIO continued to exceed the share ownership requirement of 125 %
of their respective individual annual base salary. The CFO, who joined the Company in February 2020, has
started to build up his stake in the Company but had not yet reached the required level by the end of 2023.
The same applies for the newly appointed CEO who joined the Company on 1 August 2023.
Other compensation including loans.
Neither the Company nor any of its subsidiaries have granted loans, made advance payments or granted
guarantees of any nature to members of the Managing Board. Except for the services provided under the
consultancy agreement for an amount of EUR 26,063 with Olaf Heinrich prior to his start date (1 August 2023)
as newly appointed CEO, no compensation was paid to parties closely associated with members, i. e. related
parties, of the Managing Board. Furthermore, the Company did not provide company cars to any of its
Managing Board members.
Remuneration Report.
130
Supervisory Board Remuneration.
This section provides an overview of the Supervisory Board Remuneration Policy, which was adopted by the
Annual General Meeting in 2022.
Supervisory Board Remuneration – elements.
The remuneration of the Supervisory Board is not tied to the performance of the Company and only comprises
fixed remuneration delivered in cash. In addition to a fixed fee, the members of the Supervisory Board are
provided with a maximum of one committee fee per year. If the Supervisory Board member is a member of
more than one committee, the highest of the applicable committee fees is paid. The Chairman and Vice-
Chairman
of the Supervisory Board can be part of the committee but are not eligible for any committee fee.
in EUR Chairman Vice-Chairman Member
Supervisory Board 80,000 60,000 40,000
Audit Committee 12,000 8,000
Remuneration Committee 9,000 6,000
Nomination Committee 9,000 6,000
Members of the Supervisory Board are not entitled to receive any payments under the Company’s pension
or under any long-term incentive plans. No shares or rights to acquire shares were granted to a Supervisory
Board member by way of remuneration. None of the members of the Supervisory Board are entitled to any
benefits upon the termination of their appointment and no loans are made to them.
Supervisory Board Remuneration – application 2023.
A proposal for adjustment of the Remuneration Policy for the Supervisory Board was submitted for approval
to the General Meeting of Shareholders in 2023. This proposal was rejected by 50.85 % of the cast votes at
the Annual General Meeting on 26 April 2023, where 54.09 % of the total issued and outstanding share capital
was represented.
Peer group and benchmark.
In 2023, the Remuneration Committee appointed Korn Ferry to perform a benchmark for the remuneration
of the Supervisory Board. The new market reference group defined for the Managing Board remuneration
benchmark performed earlier in the year, was used as a starting point. Given the nature of the Company and
governance structure (two-tier board model), the benchmark observed governance models in the reference
market. The outcome of the remuneration benchmark was discussed by the Remuneration Committee and
resulted in a proposal. The Chairman of the Remuneration Committee reached out to some major shareholders
to understand their concerns and to explain the outcome of the benchmark and the proposal. The Remuneration
Committee duly considered the feedback received during these meetings and decided to submit a new
proposal to the General Meeting of Shareholders in 2024. The proposal is similar to the proposal submitted
at the 2023 Annual General Meeting.
131
Supervisory Board Remuneration – 2023.
The following table provides an overview of the actual remuneration of the Supervisory Board in 2023.
in EUR Supervisory
Board position
Year ended
31. 12. 2023
Year ended
31. 12. 2022
Year ended
31. 12. 2021
Year ended
31. 12. 2020
Year ended
31. 12. 2019
Current Supervisory Board
Björn Söder Chairman 80,000 80,000 61,918 20,000 20,000
Frank Köhler Vice-Chairman 60,000 60,000 47,945 20,000 20,000
Jérôme Cochet Member 49,000 46,460 33,973 20,000 20,000
Henriette Peucker Member 49,000 48,000 27,945 - -
Jaska de Bakker Member 52,000 37,326 - - -
Total current Supervisory Board Remuneration 290,000 271,786 171,781 60,000 60,000
Former Supervisory Board member
Jan Pyttel
Former Chairperson
– – 9,041 30,000 30,000
Total former Supervisory Board Remuneration – – 9,041 30,000 30,000
Total Supervisory Board Remuneration 290,000 271,786 180,822 90,000 90,000
Deviation from the Remuneration Policy.
The Remuneration Committee did not deviate from its decision-making process in relation to the implemen-
tation of the Remuneration Policy nor derogated from any provision of the policy.
Outlook 2024.
The current Managing Board Remuneration Policy, approved by the 2022 Annual General Meeting, has been
reviewed. The Remuneration Committee concluded that the Managing Board policy still meets the objectives
outlined for this policy. Hence, no changes will be recommended to the 2024 Annual General Meeting.
Following the benchmark performed in 2023 for both the Managing Board remuneration and Supervisory
Board remuneration, the Supervisory Board concluded as follows.
It was resolved by the Supervisory Board, to increase the annual fixed salary for the CFO respectively the
COO to an amount of EUR 450.000 with an effective date of 1 January 2024. In addition, the Supervisory
Board decided to award both members a stock option grant under the 2023 Stock Option Plan each in the
amount of a target value of EUR 650.000.
After due consideration of the benchmark performed by Korn Ferry and the feedback received as a result
of the shareholder engagement sessions, the Supervisory Board concluded to submit for approval a new
Remuneration Policy for the Supervisory Board. The proposed changes include i) eligibility of multiple
committee fees (also for the Chairman and Vice-Chairman), and ii) compensation of reasonable travel
and accomodation expenses
by the Company in line with Company policy. The proposal is similar to the
proposal submitted at the 2023 Annual General Meeting.
Remuneration Report.
132
5
Consolidated
Financial
Statements.
for the year ended 31 December 2023
in EUR 1,000 of Profit and Loss. | Notes Consolidated Statement | Period ended | Period ended |
31. 12. 2023 | 31. 12. 2022 | ||
Revenue | 5 | ||
Cost of sales | – | – | |
Gross profit | |||
Other income | 6 | ||
Selling and Distribution | 7 | – | – |
Administrative Expense | 8 | – | – |
Operating result | – | – | |
Finance income | 10 | ||
Finance expense | 10 | – | – |
Share of profit of associates and joint venture | 16 | ||
Result before tax | – | – | |
Income tax | 11 | ||
Result after tax | – | – | |
Attributable to: | |||
Owners of Redcare Pharmacy N.V. | – | – | |
Non-controlling interests | |||
– | – | ||
Earnings per share (in EUR) | 12 | ||
Basic earnings per share | – | – | |
Diluted earnings per share | – | – |
in EUR 1,000 | Notes Consolidated Statement of Comprehensive Income. | Period ended | Period ended |
31. 12. 2023 | 31. 12. 2022 | ||
Result for the period | – | – | |
Other comprehensive income | |||
Items that are or may be reclassified subsequently to profit or loss | |||
– Foreign operations – foreign currency translation differences | |||
Items that will not be reclassified to profit or loss | |||
– Remeasurement of net defined benefit plans | 28 | – | |
– Income taxes from remeasurement of net defined benefit plans | 28 | ||
Other comprehensive income/loss for the period | – | ||
Total comprehensive result | – | – | |
Total comprehensive result attributable to: | |||
Owners of Redcare Pharmacy N.V. | – | – | |
Non-controlling interests | – | ||
– | – |
in EUR 1,000 | Notes Consolidated Statement | 31. 12. 2023 | 31. 12. 2022 |
Assets of Financial Position. | |||
Non-current assets | |||
Property, plant and equipment | 13 | ||
Right of use assets | 32 | ||
Intangible assets | 14 | ||
Deferred tax assets | 11 | ||
Other financial assets | 19 | ||
Investments in joint ventures | 16 | ||
Investments in associates | |||
Investments in equity instruments | |||
Current assets | |||
Inventories | 17 | ||
Trade and other receivables | 18 | ||
Prepayments and other current assets | 18 | ||
Other financial assets | 19 | ||
Cash and cash equivalents | 20 | ||
Total assets | |||
Equity and liabilities | |||
Shareholders’ equity | 21 | ||
Issued capital and share premium | |||
Reserves/accumulated losses | – | – | |
Equity attributable to owners of the Company | |||
Non-controlling interests | |||
Total equity | 30 | ||
Non-current liabilities | |||
Loans and Borrowings | 22 | ||
Employee benefit liabilities | 28 | ||
Deferred tax liability | 11 | ||
Current liabilities | |||
Trade and other payables | 23 | ||
Loans and Borrowings | 23 / 24 | ||
Other current liabilities | 23 | ||
Total equity and liabilities |
in EUR 1,000 of cash flows. | Notes Consolidated Statement | Period ended | Period ended |
31.12.2023 | 31.12.2022 | ||
Cash flow from operating activities | |||
Operating result | – | – | |
Adjustments for: | |||
– Depreciation and amortisation of non-current assets | 9 | ||
– Result of disposal of non-current assets | |||
– Net foreign exchange differences | 10 | ||
– Share-based payment charge for the period | 27 | ||
Corporate income tax paid | 11 | – | – |
Operating result adjusted for depreciation and amortisation and taxes | – | ||
Movements in – (Increase)/decrease in trade and other receivables | 18 | – | – |
– (Increase)/decrease in inventory | 17 | – | – |
– Increase/(decrease) in trade and other payables | 23 | – | |
– Increase/(decrease) in other net current assets | 23 | – | |
Total change in working capital | – | ||
Net cash (used in)/generated by operating activities | – | ||
Cash flow from investing activities | |||
Investment for property, plant and equipment | 13 | – | – |
Investment for intangible assets | 14 | – | – |
Investment in other financial assets | 19 | – | – |
Disposal of other financial assets | 19 | ||
Repayment of loan to associates | |||
(Investment in)/disposal from escrow account | 19 | ||
Acquisition of subsidiary, net of cash acquired | 29 | – | – |
Dividend received from associates | |||
Interest received | 10 | ||
Net cash (used in)/generated by investing activities | – | – | |
Cash flow from financing activities | 24 | ||
Interest paid | 10 | – | – |
Capital increase | 21 | ||
Capital increase exercised options | 21 | ||
Repayment of other long-term loans | 22 | – | – |
Proceeds from other long-term loans | 22 | ||
Cash-out lease payments | 32 | – | – |
Net cash (used in)/generated by financing activities | – | ||
Net increase/(decrease) in cash and cash equivalents | – | ||
Cash and cash equivalents at the beginning of the period | 20 | ||
Effect of movements in exchange rates on cash held | |||
Cash and cash equivalents at the end of the period | 20 |
in EUR 1,000 | Notes | Issued and | Share for the year ended 31 December 2023 | Retained | Equity part Consolidated Statement of shareholders’ equity. | Reserve | Translation Equity attributable to Redcare Pharmacy shareholders | Equity | Non | Total |
paid-up | premium | earnings | on convertible | for stock | Reserve | controlling | equity | |||
share capital | bonds | option plan | interests | |||||||
Equity as of 1 January 2023 | – | |||||||||
Comprehensive income for the period | ||||||||||
Loss for the period | – | – | – | |||||||
Other comprehensive in- come for the period | – | – | – | – | ||||||
Total comprehensive income for the period | – | – | – | – | ||||||
Transactions with owners of the Company | ||||||||||
Capital increase | 21 | |||||||||
Capital increase due | ||||||||||
to exercised options | 21 | – | ||||||||
Capital increase | ||||||||||
related to business com- binations | 29 | |||||||||
Share-based payment | ||||||||||
charge for the period | 27 | |||||||||
Total transactions with owners of the Company | – | |||||||||
Changes in ownership interests | ||||||||||
Acquisition of subsidiary with NCI | 29 | |||||||||
Acquisition of subsidiary | ||||||||||
consideration in kind | 29 | |||||||||
Balance as at 31 December 2023 | – |
in EUR 1,000 | Notes | Issued and | Share for the year ended 31 December 2022 | Retained | Equity part | Reserve | Translation Equity attributable to Redcare Pharmacy shareholders | Equity | Non | Total |
paid-up | premium | earnings | on convertible | for stock | Reserve | controlling | equity | |||
share capital | bonds | option plan | interests | |||||||
Equity as of 1 January 2022 | – | |||||||||
Comprehensive income for the period | ||||||||||
Loss for the period | – | – | – | |||||||
Other comprehensive in- come for the period | ||||||||||
Total comprehensive income for the period | – | – | – | |||||||
Transactions with owners of the Company | ||||||||||
Share-based payment | ||||||||||
charge for the period | 27 | |||||||||
Capital increase due | ||||||||||
to exercised options | 21 | – | ||||||||
Balance as at 31 December 2022 | – |
140
Notes to the Consolidated Financial
Statements.
141
Consolidated Financial Statements.
142
143
Consolidated Financial Statements.
144
145
Consolidated Financial Statements.
146
147
Consolidated Financial Statements.
148
149
Consolidated Financial Statements.
150
151
Consolidated Financial Statements.
152
153
Consolidated Financial Statements.
154
155
Consolidated Financial Statements.
156
157
Consolidated Financial Statements.
158
159
Consolidated Financial Statements.
160
161
Consolidated Financial Statements.
162
163
Consolidated Financial Statements.
164
165
166
167
168
169
170
10. Finance income and expenses.
171
Consolidated Financial Statements.
172
173
174
175
Consolidated Financial Statements.
176
In the prior year Annual Report, we presented the Right of Use Asset as part of the Property, Plant and Equip-
177
Consolidated Financial Statements.
178
179
180
181
182
183
Consolidated Financial Statements.
184
185
Consolidated Financial Statements.
186
187
Consolidated Financial Statements.
188
189
190
191
192
193
Consolidated Financial Statements.
1
194
195
196
197
Consolidated Financial Statements.
198
199
200
201
202
203
Consolidated Financial Statements.
204
205
206
207
1
208
209
Consolidated Financial Statements.
210
211
Consolidated Financial Statements.
212
213
Consolidated Financial Statements.
214
215
216
217
6
Company
Financial
Statements.
218
Before appropriation of result (in EUR 1,000) Notes 31. 12. 2023 31. 12. 2022
Assets
Financial fixed assets
Subsidiaries 4 151,193 154,502
Current assets
Trade and other receivables 852 435
Receivables from Group Companies 5 544,793 478,316
Tax receivables 236 1,562
Other financial assets 120,000 113,321
Cash and cash equivalents 6 21,819 856
687,70 0 594,490
Total Assets 838,893 748,991
Equity and Liabilities
Capital and reserves
Issued Capital 398 362
Share premium 733,026 570,695
Legal reserves 26,513 30,988
Equity part on convertible bonds 31,698 31,698
Currency translation reserve 865 0
Reserve for stock option plan 35,465 37,303
Accumulated losses – 293,728 – 238,770
Net income for the year – 12,041 – 7 7,6 46
Shareholders’ equity 7 522,194 354,630
Provisions for subsidiaries 4 102,326 103,807
Deferred tax liabilities 6,282 7,887
Non-current liabilities
Loans and borrowings 8 204,347 199,754
Current liabilities
Trade and other payables 612 93
Loans and borrowings 8 1,625 1,625
Payables to Group Companies 9 905 80,582
Other liabilities 10 601 614
3,743 82,914
Total Equity and Liabilities 838,893 748,991
Company Statement
of Financial Position.
219
in EUR 1,000 Notes Period ended
31. 12. 2023
Period ended
31. 12. 2022
General & Administrative Expenses – 6,579 – 8,302
Total Expenses – 6,579 – 8,302
Financial Income 3 16,186 0
Finance expense 3 – 6,741 – 8,349
Result before tax 2,866 – 16,651
Income tax expenses 1,604 1,266
Share of post-tax results of subsidiaries 4 – 16,511 – 62,261
Net Result – 12,041 – 7 7,6 46
Company Statement
of Profit and Loss.
Company Financial Statements.
220
1. General
The Company is registered at the Dutch Chamber of Commerce under Commercial register Number
63986981. The description of the Company’s activities and the Company structure, as included in the Notes
to the Consolidated financial statements, also apply to the Company financial statements.
2. Summary of material accounting policies
The company financial statements of Redcare Pharmacy N.V. are prepared in accordance with the legal
require ments of Part 9, Book 2 of the Dutch Civil Code.
The company has made use of the possibility based on Article 362, paragraph 8, Part 9, Book 2 of the
Dutch Civil Code to prepare company financial statements based on the accounting policies used for the
Consolidated financial statements.
The summaries of applications of new and revised reporting standards, significant accounting policies
and critical judgements are given in Notes 3 and 4 respectively of the notes to the Consolidated financial
statements.
An investment in a subsidiary is accounted for using the equity method from the date on which the investee
becomes a subsidiary. On acquisition of the investment in a subsidiary, any excess of the cost of the invest-
ment over the Group’s share of the net fair value of the identified assets and liabilities of the investee is
recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the
Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after
reassessment, is recognized immediately in profit or loss in the period in which the investment is acquired.
Participations in consolidated entities are accounted for using the asset value method applying the same
accounting policies as those used in the consolidated financial statements. If a participating interest has
negative equity and the parent company is guarantor, a provision is formed for the best estimate of the liability.
Receivables are mainly receivables on Group companies. The accounting policy on trade and other receivables
is included in note 18 of the Notes to the Consolidated financial statements.
Notes to the
Company Financial Statements.
221
Company Financial Statements.
3. Finance income and expenses
Finance income
in EUR 1,000
31. 12. 2023 31. 12. 2022
Interest on group companies financing 12,080 0
Finance income from cash and other financial assets 4,027 0
Other finance income 79 0
16,186 0
Finance expenses
in EUR 1,000
31. 12. 2023 31. 12. 2022
Interest and other expenses convertible bonds 6,218 6,043
Interest expenses credit institutions 517 729
Losses from other financial assets 0 1.575
Other finance expenses 6 2
6,741 8,349
4. Financial fixed assets
Subsidiaries
Redcare Pharmacy N.V. holds 100 % interest in the following subsidiaries:
– SA Europe B.V., Sevenum, The Netherlands
– EHS Europe Health Services B.V., Sevenum, The Netherlands
A summary of the movements in the subsidiaries is given below:
in EUR 1,000
Subsidiaries Provisions for subsidiaries Total
Balance, 1 January 2022 154,540 – 48,720 105,820
Result for the year – 62,082 0 – 62,082
Share of other changes in equity 0 6,957 6,957
Addition to provision negative equity 62,044 -62,044 0
Balance, 31 December 2022 154,502 – 103,807 50,695
Result for the year – 16,511 0 – 16,511
Share of other changes in equity 19,076 – 4,393 14,683
Addition to provision negative equity – 5,874 5,874 0
Balance, 31 December 2023 151,193 – 102,326 48,867
222
5. Receivables from Group companies
in EUR 1,000
31. 12. 2023 31. 12. 2022
SA Europe B.V. 306,162 162,498
Euroservice Venlo B.V. 6,310 276,880
Europa Apotheek B.V. 0 20,006
Shop Apotheke B.V. 20,561 18,619
Shop Apotheke Service B.V. 193,380 0
Europa Apotheek Service B.V. 18,380 0
MedApp Holding B.V. 0 313
Balance 31 December 544,793 478,316
Regarding receivables and payables from/to Group companies, no repayment schedules have been agreed.
Debit and credit amounts may be netted.
6. Cash and cash equivalents
Cash and cash equivalents are at immediate free disposal of the company.
7. Shareholder’s equity
The share capital of the Group as of 31 December 2023 amounts to EUR 397.7 thousand (31 December 2022:
EUR 364.0 thousand) divided into 20,203,287 shares (31 December 2022: 18,199,281) each with a nominal
value of EUR 0.02, of which 19,885,057 have been issued and fully paid, 318,230 shares are held in treasury
for share option plans. The total number of authorized shares amounts 85,000,000.
Additional information is given in the Consolidated statement of changes in shareholder’s equity and in Note
21 to the Consolidated financial statements.
Legal reserves
Based on Dutch law, a legal reserve needs to be established for positive results in the subsidiaries that cannot
be used for dividend distribution without restriction. The legal reserve relates to the cost for software develop
-
ment as recognized by Redcare Pharmacy N.V.’s subsidiaries. Movements during 2023 relate to the net balance
of capitalization and amortization of software development by these subsidiaries.
223
Company Financial Statements.
Currency translation reserve
The foreign operations of MediService, with CHF as accounting currency, are translated into the reporting
currency EUR of Redcare Pharmacy N.V. The resulting foreign currency translation differences on the net
invest ment in such operations are included in a legal reserve.
in EUR 1,000
Legal reserves Currency translation reserve
Balance, 1 January 2022 33,249 0
Changes – 2,261 0
Balance, 31 December 2022 30,988 0
Changes – 4,475 865
Balance, 31 December 2023 26,513 865
8. Loans and Borrowings
in EUR 1,000
31. 12. 2023 31. 12. 2022
Convertible bond 197,847 191,629
Amounts due to banks 6,500 8,125
Balance 31 December 204,347 199,754
Convertible bond
In January 2021, the Company issued 2,250 0.0 % convertible bonds with an aggregate principal amount
of EUR 225.0 million. Each bond entitles the holder to convert to ordinary shares at a conversion price of
EUR 233.83. Given the zero coupon no interest is due on these Bonds.
Further information is given in Note 22 to the Consolidated financial statements.
The short-term liability portion of the convertible bond amounts EUR nihil (31 December 2022: EUR nihil).
Amount due to banks
In February 2021, the Company obtained a EUR 13 million loan at a credit institution. This loan is secured by a
pledge over the logistics automation in the Sevenum logistics centre.
The loan has a duration of 6 years, ending on 31 December 2026, repayment is done quarterly for the amount
of EUR 406,250 starting at 31 March 2021.
The annual interest amounts to 3-month EURIBOR + 2.95 % of the principal amount.
224
9. Payables to Group companies
Regarding receivables and payables from/to Group companies, no repayment schedules have been agreed.
Debit and credit amounts may be netted.
in EUR 1,000
31. 12. 2023 31. 12. 2022
Shop Apotheke Service B.V. 0 53,292
Shop Apotheke Service GmbH 905 24,363
Nu3 GmbH 0 2.820
Europa Apotheek Venlo B.V. 0 107
Balance 31 December 905 80,582
10. Personnel
The number of employees employed by Shop Apotheke Europe NV at 31 December 2023 was 0 (31 December
2022: 0).
11. Commitments and Contingencies
For the purpose of value added tax, Redcare Pharmacy N.V., SA Europe B.V., Euroservice Venlo B.V., Shop
Apotheke B.V., Shop Apotheke Service B.V., RC Staff B.V., RC Pharma B.V., EHS Europe Health Services B.V.,
EHSC B.V., Europa Apotheek Venlo B.V. and Europa Apotheek Service Venlo B.V. are associated in a fiscal unity
and therefore severally liable for the debts with respect to value-added taxes of the fiscal unity.
Redcare Pharmacy N.V. is liable for its Dutch group companies, i. e. SA Europe BV, Euroservice Venlo BV,
Shop Apotheke B.V., RC Staff BV, RC Pharma B.V., Shop Apotheke Services B.V., EHS Europe Health Services B.V.,
EHSC B.V., Europa Apotheek Venlo B.V. and Europa Apotheek Service Venlo B.V. according to Article 403 of
the Dutch Civil Code, the according declaration has been filed with the trade register.
Credit facility
The Deutsche Bank EUR 15 million credit facility agreement was in addition secured by a EUR 15 million
pledge over assets.
225
Company Financial Statements.
12. Related party transactions
In the annual report 2023 no related parties with outstanding balances are presented since outstanding
balances to related parties do not exist as at 31 December 2022.
Compensation of key management personnel
The remuneration of management board and supervisory board members is disclosed in the Remuneration
Report as part of the Annual Report.
Loans to key management personnel
The Group has not provided any loans to its key management in 2023.
Loans from related parties
As in 2022, no loans from related parties were obtained in 2023.
13. Auditor’s fees
See Note 36 of the notes to the Consolidated financial statements.
14. Events after the balance sheet date
No subsequent events occurred.
15. Appropriation of result for the period 1 January 2023 – 31 December 2023
The board of directors proposes that the loss for the period 1 January 2023 – 31 December 2023 amounting
to EUR – 12,041 thousand should be deducted from the other reserves.
226
16. Signing of the financial statements
Sevenum, 4 March 2024
Signed Statutory directors:
Olaf Heinrich, Jasper Eenhorst, Marc Fischer, Theresa Holler, Stephan Weber
Signed Supervisory Board members:
Björn Söder (Chairman), Jérôme Cochet, Frank Köhler, Henriette Peucker, Jaska de Bakker
Other Information
Statutory rules concerning appropriation of result
According to the articles of the Company’s statutory regulations the appropriation of the result for the year is
at the disposal of the general meeting.
Independent auditor’s report
Reference is made to the auditor’s report as included hereinafter.
227
Independent
Auditor’s
Report.
7
228
To the shareholders and supervisory board of Redcare Pharmacy N.V.
Report on the audit of the financial statements 2023
included in the annual report
Our opinion
We have audited the 2023 financial statements of Redcare Pharmacy N.V. based in Sevenum, The Netherlands.
The financial statements comprise the consolidated and company financial statements.
In our opinion:
– the accompanying consolidated financial statements give a true and fair view of the financial position of
Redcare Pharmacy N.V. as at 31 December 2023 and of its result and its cash flows for 2023 in accordance
with IFRS Accounting Standards as endorsed by the European Union (EU) and with Part 9 of Book 2 of the
Dutch Civil Code;
–
the accompanying company financial statements give a true and fair view of the financial position of Redcare
Pharmacy N.V. as at 31 December 2023 and of its result for 2023 in accordance with Part 9 of Book 2 of the
Dutch Civil Code.
The consolidated financial statements comprise:
1. the consolidated statement of financial position as at 31 December 2023;
2. the following statements for 2023: the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of shareholders’ equity and the consolidated statement
of cash flows; and
3. the notes comprising a summary of the material accounting policy information and other explanatory
information.
The company financial statements comprise:
1. the company balance sheet as at 31 December 2023;
2. the company statement of profit and loss for 2023; and
3. the notes comprising a summary of the material accounting policy and other explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further described in the 'Our responsibilities for the audit of the
finan cial statements' section of our report.
We are independent of Redcare Pharmacy N.V. in accordance with the EU Regulation on specific requirements
regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms
supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten
229
INDEPENDENT AUDITOR’S REPORT.
(ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags-
en
beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in
forming our opinion thereon. The following information in support of our opinion was addressed in this context,
and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a whole at
EUR 25.1 million. The materiality is based on 1.4% of revenues. We have also taken into account misstatements
and/or possible misstatements that in our opinion are material for the users of the financial statements for
qualitative reasons.
We agreed with the supervisory board that misstatements in excess of EUR 755 thousand, which are identified
during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported
on qualitative grounds.
Scope of the group audit
Redcare Pharmacy N.V. is at the head of a group of entities. The financial information of this group is included
in the consolidated financial statements of Redcare Pharmacy N.V.
Considering our ultimate responsibility for the group audit opinion, we are responsible for the direction, super-
vision and performance of the group audit. In this context, we have determined the nature and extent of the
audit procedures for components of the group. The determining factors are the significance and risk profile of
the group entities or activities where our group audit mainly focused on significant group entities. We have:
– performed audit procedures ourselves at group entities located in the Netherlands;
– used the work of other auditors when auditing entity MediService AG;
– performed review procedures or specific audit procedures at other group entities.
By performing the procedures mentioned above at group entities, together with additional procedures at
group level, we have been able to obtain sufficient and appropriate audit evidence about the group's financial
information to provide an opinion on the consolidated financial statements.
230
Audit response to the risks of fraud and non-compliance with laws and regulations
Audit response to the risks of fraud
We refer to the Combined Management Report for management’s risk assessment and the Supervisory board
Report in which the supervisory board reflects on this risk assessment.
We identified fraud risk factors with respect to financial reporting fraud, misappropriation of assets and
corrup tion. We evaluated if those factors may indicate a risk of material misstatement in the financial state-
ments due to fraud. As a result of the listed status of Redcare Pharmacy N.V., there might be excessive
pressure to override internal controls in order to meet certain market and shareholder expectations. We noted
that the reported revenues were at the high end of the range communicated in the forecast. Therefore we
have identified a fraud risk in relation to recognising revenue improperly in the next financial year and a risk
of management override of control.
In this context, we paid attention to:
– the appropriateness of journal entries and other adjustments made in the preparation of the financial
statements ;
– potential biases in estimates, such as the estimates used in the purchase price allocation in respect of the
current year acquisition and the impairment analysis;
– consistent and appropriate application of revenue recognition accounting;
– significant transactions, if any, outside the normal course of business.
Our response to the identified and assessed fraud risks
We performed the following specific procedures:
– we evaluated the design and implementation of relevant internal controls in the sales, financial statement
and consolidation process, such as segregation of duties and systems of authorisations;
– we used data analytics to identify and assess high risk journal entries;
– we made enquiries of individuals involved in the financial reporting process about possible inappropriate or
unusual activity relating to the processing of journal entries and other adjustments;
– we selected journal entries and other adjustments made during the year, at the end of the reporting period
and post-closing entries;
– we examined the underlying audit documentation of the selected journal entries;
– for significant transactions such as the completion of the purchase price allocation for the acquisition in
2023, we evaluated the related management judgment and assumptions;
–
we reviewed the accounting estimates for potential biases and evaluated whether the circumstance causing
the bias, if any, represent a risk of material misstatement due to fraud;
– we performed substantive audit procedures on the revenue during the year and more specific those trans-
actions in the period immediately after year-end.
In addition, we also performed the following procedures:
– we considered available information and made enquiries of relevant executives, including directors, legal
counsel, the audit committee and supervisory board;
231
INDEPENDENT AUDITOR’S REPORT.
– we inspected and verified the availability of the entity’s code of conduct for employees and suppliers and
whistleblowing policy;
– we assessed other positions held by management and key employees and paid special attention to
procedures and governance/compliance in view of possible conflicts of interest;
– we evaluated whether the selection and application of accounting policies by the entity, particularly those
related to subjective measurements and complex transactions, may be indicative of fraudulent financial
reporting ;
– we incorporated elements of unpredictability in our audit, including using different sampling methods and
performing audit procedures on not material accounts.
Non-compliance with Laws and Regulations
We have obtained an understanding of the relevant laws and regulations applicable to the company. We have
identified the following laws and regulations that have an indirect effect on the financial statements: anti-bribery
and corruption, competition and data privacy laws and regulation.
We made enquiries with management and the audit committee regarding their awareness of the entity’s
compliance with laws and regulations which directly, or indirectly, have a material impact on the financial
statements. We also inspected relevant correspondence with regulatory authorities.
We also inspected lawyers’ letters and remained alert to indications of identified and suspected non-compliance
throughout the audit, held enquiries with legal counsel, and obtained a written representation from manage-
ment that all known instances of identified and suspected non-compliance with laws and regulations were
disclosed to us.
Our observations
The aforementioned audit procedures have been performed in the context of the audit of the financial
statements . Consequently, they are not planned and performed as a specific investigation regarding fraud
and non-compliance with laws and regulations. Our audit procedures have not led to any findings.
Audit approach going concern
As disclosed in section "Basis of preparation" in Note 3.1 to the consolidated financial statements, the financial
statements have been prepared on a going concern basis. When preparing the financial statements, manage-
ment made a specific assessment of the company’s ability to continue as a going concern and to continue its
operations for at least the next 12 months after the preparation of the financial statements.
We discussed and evaluated the assessment with management exercising professional judgment and main-
taining professional scepticism. We considered whether management’s going concern assessment, based
on our knowledge and understanding obtained through our audit of the financial statements, or otherwise,
including the review of the cash flow forecasts, contains all events or conditions that may cast significant
doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists , we are required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion.
232
Our observations
Based on our procedures performed, we concur with management position on Redcare Pharmacy N.V.’s ability
to continue as a going concern for the next 12 months. Our conclusions are based on the audit evidence
obtained up to the date of our independent auditor’s report. However, future events or conditions may cause
a company to cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements. We have communicated the key audit matters to the supervisory board.
The key audit matters are not a comprehensive reflection of all matters discussed.
These matters were addressed in the context of the audit of the financial statements as a whole and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
Business combinations
In 2023, Redcare Pharmacy N.V. has acquired 51% of the shares and voting interest in MediService AG
(“MediService”), including Curarex AG of Galenica. As part of this strategic partnership, Redcare Pharmacy
and Galenica are combining the business activities of the specialty pharmacy MediService and the online
pharmacy webshop shop-apotheke.ch. Management relied on an expert to assist in the purchase price
allocation (“PPA”) assessment on the acquisition. The goodwill arising from the acquisition, amounting to
EUR 107.9 million, was allocated to the Switzerland cash-generating unit (“CGU”) and has been disclosed
as such in the consolidated financial statements in Note 29 Business combinations during the period.
In our audit of the financial reporting treatment of the acquisition, we assessed the share purchase agree-
ments . An important element of our audit relates to the identification of the acquired assets (e. g. valuation of
customer relationships and brand name) and liabilities, and the fair valuation of these on acquisition date. We
tested this identification based on our understanding of the business of the acquired company and the expla-
nations and plans of the company that supported the acquisition. With the assistance of our valuation team,
we have reviewed the PPA and amongst other procedures, assessed the measurement of the consideration
transferred; the fair values of the identified assets acquired, and liabilities assumed including the fair valuation
of the identified intangible assets; the weighted average cost of capital (“WACC”); and the measurement of
the goodwill. Furthermore, we assessed the appropriateness of the disclosures in the financial statements
regarding the acquisitions.
Observation
We believe that management's assessment of the purchase price allocation and the corresponding accounting
policies including the disclosures on key information of the acquisition are appropriate.
233
INDEPENDENT AUDITOR’S REPORT.
Valuation of goodwill
As at 31 December 2023, goodwill amounts to EUR 277.5 million. Under EU-IFRS Accounting Standards, it is
required to perform impairment tests annually on goodwill acquired in a business combination. The impair-
ment tests were important for our audit as the related asset amounts are significant, and the assessment
process itself is complex and includes management judgement on the underlying estimates and assumptions.
Our audit procedures included, amongst others, the assessment of the proper allocation of the goodwill to
the cash-generating units, the comparison of the assumptions used in the previous year compared to the
outcome in the current year (so called “backtesting”), the reasonability of the assumptions used by manage-
ment, the reliability of the data used and its volatility in the sensitivity analysis. This year we paid attention to
the change in the composition of the CGU for Germany to integrate all German activities (excluding nu3) into
CGU Germany. Furthermore, we assessed if the key elements are disclosed properly in Note 14 and Note 15
to the consolidated financial statements.
With the assistance of our internal valuation specialists, we have obtained reasonable assurance on the as-
sumptions and methodologies used by Redcare Pharmacy N.V. in determining that the goodwill is not im-
paired at the year end.
Observation
We believe that management's assessment of the recoverability of goodwill, the change in the composition
of the CGU Germany and the disclosures on key uncertainties and scenarios assumed in management im-
pairment testing are appropriate.
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our auditor's report
thereon. The other information consists of:
– Combined Management Report;
– Other information as required by Part 9 of Book 2 of the Dutch Civil Code and articles 2:135b and 2:145
paragraph 2 of the Dutch Civil Code; and
– Other information included in the sections: Redcare at a glance, the Redcare Pharmacy Share, the Super-
visory board report and the Remuneration report.
Based on the following procedures performed, we conclude that the other information:
– is consistent with the financial statements and does not contain material misstatements;
– contains all the information regarding the Combined Management Report and the other information as
required by Part 9 of Book 2 of the Dutch Civil Code and articles 2:135b and 2:145 paragraph 2 of the Dutch
Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit
of the financial statements or otherwise, we have considered whether the other information contains material
misstatements.
234
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code
and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of
those performed in our audit of the financial statements.
Management is responsible for the preparation of the other information, including the Combined Management
Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the Remuneration Report in accordance
with articles 2:135b and 2:145 paragraph 2 of the Dutch Civil Code and other information as required by Part 9
of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the supervisory board as auditor of Redcare Pharmacy N.V. on 29 May 2019, as of the
audit for the year 2019 and have operated as statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format (ESEF)
Redcare Pharmacy N.V. has prepared its annual report in ESEF. The requirements for this are set out in the
Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a
single electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion the annual report prepared in XHTML format, including the (partly) marked-up consolidated
finan cial statements as included in the reporting package by Redcare Pharmacy N.V., complies in all material
respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in accordance
with the RTS on ESEF, whereby management combines the various components into one single reporting
package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this reporting
package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard 3950N 'Assurance-
opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument'
(assurance engagements relating to compliance with criteria for digital reporting). Our examination included
among others:
235
INDEPENDENT AUDITOR’S REPORT.
– obtaining an understanding of the entity's financial reporting process, including the preparation of the
reporting package;
– identifying and assessing the risks that the annual report does not comply in all material respects with
the RTs on ESEF and designing and performing further assurance procedures responsive to those risks to
provide a basis for our opinion, including:
– obtaining the reporting package and performing validations to determine whether the reporting package
containing the Inline XBRL instance document and the XBRL extension taxonomy files have been prepared
in accordance with the technical specifications as included in the RTS on ESEF;
– examining the information related to the consolidated financial statements in the reporting package to
determine whether all required mark-ups have been applied and whether these are in accordance with the
RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the supervisory board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance
with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible
for such internal control as management determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, management is responsible for assessing the company’s
ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management
should prepare the financial statements using the going concern basis of accounting, unless management
either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the company's
ability to continue as a going concern in the financial statements.
The supervisory board is responsible for overseeing the company's financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and
appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not
detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements. The materiality affects the nature, timing and extent of our audit procedures and the
evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgement and have maintained professional scepticism throughout the audit,
in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our
audit included among others:
236
– identifying and assessing the risks of material misstatement of the financial statements, whether due to
fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
– obtaining an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal control;
–
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management;
– concluding on the appropriateness of management's use of the going concern basis of accounting, and
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor's report. However, future events or
conditions may cause a company to cease to continue as a going concern.
– evaluating the overall presentation, structure and content of the financial statements, including the
disclosures ; and
– evaluating whether the financial statements represent the underlying transactions and events in a manner
that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and
performing the group audit. In this respect we have determined the nature and extent of the audit procedures to
be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations.
On this basis, we selected group entities for which an audit or review had to be carried out on the complete
set of financial information or specific items.
We communicate with the supervisory board regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant findings in internal control that we identify
during our audit. In this respect we also submit an additional report to the audit committee in accordance with
Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities.
The information included in this additional report is consistent with our audit opinion in this auditor's report.
We provide the supervisory board with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reason-
ably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the supervisory board, we determine the key audit matters: those
matters that were of most significance in the audit of the financial statements. We describe these matters
in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, not communicating the matter is in the public interest.
Rotterdam, 4 March 2024
Mazars Accountants N.V.
Original signed by: M. Hoogstad MSc RA
237
GRI Index
Material GRI Indicator Topic Page in the report SDG Target UN Global Compact
10 Principles
General disclosures
The organization and its reporting practices
2-1 Organizational details 32, 34
2-2 Entities included in the organization’s sustainability reporting 33 16.6
2-3 Reporting period, frequency, and contact point 33 16.6
2-4 Restatements of information 33 16.6
2-5 External assurance 54 16.6
Activities and workers
2-6 Activities, value chain and other business relationships 35, 37 9.6, 16.6, 8.7 1, 2, 4, 5, 10
2-7 Employees 71, Reason for omission 9.6, 16.6, 8.7 1, 2, 4, 5
2-8 Workers who are not employees Reason for omission 9.6, 16.6, 8.7 1, 2, 4, 5
Governance
2-9 Governance structure and composition 78 9.6, 16.6 1, 3, 10
2-10 Nomination and selection of the highest governance body 82 9.6, 16.6 3
2-11 Chair of the highest governance body 81, 82 9.6, 16.6
2-12 Role of the highest governance body in overseeing the
management of impacts 38, 81 9.6, 16.6 3
2-13 Delegation of responsibility for managing impacts 38, 79 9.6, 16.6 3
2-14 Role of the highest governance body in sustainability reporting 33, 38, 81, 118 9.6, 16.6 3
2-15 Conflicts of interest 81, 83 9.6, 16.6 2, 10
2-16 Communication of critical concerns 88 9.6, 16.6 1, 10, 3
2-17 Collective knowledge of the highest governance body 114 9.6, 16.6 3, 10
2-18 Evaluation of the performance of the highest governance body 118 9.6, 16.6 2, 3, 10
2-19 Remuneration policies 122 9.6, 16.6
2-20 Process to determine remuneration 126 9.6, 16.6
2-21 Annual total compensation ratio 75, 126 9.6, 16.6
Strategy, policies and practices
2-22 Statement on sustainable development strategy 38 9.6, 16.6 1, 2, 7, 8, 9
2-23 Policy commitments 88 9.6, 16.6 1, 2, 10
2-24 Embedding policy commitments 38 9.6, 16.6 2, 10
2-25 Processes to remediate negative impacts 38 9.6, 16.6 2, 10
2-26 Mechanisms for seeking advice and raising concerns 38 9.6, 16.6 3
2-27 Compliance with laws and regulations 38 9.6, 16.6 1, 2, 4, 5, 10
2-28 Membership associations 86 9.6, 16.6, 13.a
Stakeholder Engagement
2-29 Approach to stakeholder engagement 54, 56 9.6, 16.6, 8.7
2-30 Collective bargaining agreements 78 9.6, 16.6, 8.7 3
3 Material Topics 38, 56
3-1 Process to determine material topics 54, 56 9.6, 16.6
3-2 List of material topics 55, 56 9.6, 16.6
3-3 Management of material topics 56 9.6, 16.6
GRI Index including SDG reporting and
UN GC CoP
238
SAE Material GRI Indicator Topic Page in the report SDG Target UN Global Compact
10 Principles
Topic specific disclosures
Planetary care
Climate Protection
305-1 Direct (Scope 1) GHG emissions 60 8.4, 12.2, 11.6, 13a 7, 8, 9
305-2 Energy indirect (Scope 2) GHG emissions 60 8.4, 12.2, 11.6, 13a 7, 8, 9
305-3 Other indirect (Scope 3) GHG emissions 60 8.4, 12.2, 11.6, 13a 7, 8, 9
305-4 GHG emission intensity 60 8.4, 12.2, 11.6, 13a 7, 8, 9
Circular Packing
301-1 Materials used by weight or volume 63 8.4, 12.2
301-2 Recycled input materials used 63 8.4, 12.2
Sustainable Products
301-3 Reclaimed products and their packaging materials 64 12.2, 11.6, 12.5 12.2, 11.6, 12.5
Green Workplace
302-1 Energy consumption within the organization 65 8.4; 12.2; 11.6; 13a 7, 8, 9
302-3 Energy intensity 65 8.4; 12.2; 11.6; 13a 7, 8, 9
306-1 Waste generation and significant waste-related impacts 66 11.6, 12.5, 12.2 7, 8, 9
306-2 Management of significant waste-related impacts 66 11.6, 12.5, 12.2 7, 8, 9
306-3 Waste generated 65, 66 11.6, 12.5, 12.2 7, 8, 9
Patient Care
Partnerships for healthier lives
Digital Medication Management
Pharmaceutical Quality
416-1 Assessment of the health and safety impacts of product and
service categories 69 3.8., 6.9., 16.9.
Data Privacy & Security
418-1 Substantiated complaints concerning breaches of customer privacy
and losses of customer data 69 16.6, 9.6
Employee Care
Healthy workplace
403-1 Occupational health and safety management system 72 8.8
403-2 Hazard identification, risk assessment, and incident investigation 72, 73, 74 8.8, 16.6 1, 2, 4, 5
403-3 Occupational health services 73, 74 8.8
403-4 Worker participation, consultation, and communication
on occupational health and safety 72, 73, 74 8.8
403-5 Worker training on occupational health and safety 73 8.8, 4.7
403-6 Promotion of worker health 73, 74 8.8
403-8 Workers covered by an occupational health and
safety management system 72 8.8, 16.6
Equal Opportunities
405-1 Diversity of governance bodies and employees 75, Reason for omission 4.4, 4.7, 5.5
Education & Development
404-1 Average hours of training per year per employee 76, Reason for omission 4.4, 4.7, 5.4
404-3 Percentage of employees receiving regular performance and
career development reviews
76, 77,
Reason for omission 4.4, 4.7, 5.5
GRI Index including SDG reporting and
UN GC CoP
239
Omitted GRI indicator Reason for omission Required explanation Material topic
2–7 Employees Information
unavailable/
incomplete
For the remaining minor deviations from the GRI disclosure
requirements reporting is not changed compared to last year.
Instead reporting according to CSRD disclosure requirements
from 2024 onwards is prepared in parallel already.
General
disclosures
2 – 8 Workers who are
not employees
Information
unavailable/
incomplete
For the remaining minor deviations from the GRI disclosure
requirements reporting is not changed compared to last year.
Instead reporting according to CSRD disclosure requirements
from 2024 onwards is prepared in parallel already.
General
disclosures
404-3
Percentage of employees
receiving regular
performance and career
development reviews
Information
unavailable/
incomplete
For the remaining minor deviations from the GRI disclosure
requirements reporting is not changed compared to last year.
Instead reporting according to CSRD disclosure requirements
from 2024 onwards is prepared in parallel already.
Education
404-1 Average hours
of training
Information
unavailable/
incomplete
For the remaining minor deviations from the GRI disclosure
requirements reporting is not changed compared to last year.
Instead reporting according to CSRD disclosure requirements
from 2024 onwards is prepared in parallel already.
Education
405-1 Diversity of governance
bodies and employees
Information
unavailable/
incomplete
For the remaining minor deviations from the GRI disclosure
requirements reporting is not changed compared to last year.
Instead reporting according to CSRD disclosure requirements
from 2024 onwards is prepared in parallel already.
Equal
Opportunities
Disclosure or the requirement
it cannot comply with
GRI Index
240
Glossary.
Active customers
Unique customers who have placed at least one
order in the 12 preceding months, predominantly via
our online shops, for both our own-stock and plat-
form business. Business-to-business (B2B) orders are
excluded to not distort visibility on relevant trends.
Platform-only customers are not yet included.
Administrative expenses
Cost of corporate overhead of which examples are
IT services, Finance, HR, Facility, Legal and Executive
Management.
Adjusted EBITDA
Earnings before interest, tax, depreciation and
amortization excluding adjustments. We use this
metric as we find it an important indicator of our
under lying operational financial performance.
Adjustments
Items we adjust to get from EBITDA to Adjusted
EBITDA . There are three categories: (a) Expenses of
the employee stock option programmes, (b) Non-re-
curring or extraordinary expenses related to projects,
(c) Any other major non-recurring (one-off) items of
which we would release what it concerns in case we
record it as specifically mentioned.
(Adjusted) EBITDA margin
(Adjusted) EBITDA as a percentage of sales.
Average shopping basket
The average gross value of received orders from
end-customers and patients (B2C), predominantly via
our online shops for our own-stock business, divided
by the total related number of orders placed in a
given time period. Current prescription medication
sales (Rx) in Switzerland and the Netherlands are not
included because we believe current non-comparable
customer types would distort visibility on relevant
trends in this metric. Business-to-business (B2B)
orders are excluded for the same reason. The average
shopping basket includes value-added tax (VAT).
BPC products
Beauty and personal care products.
CAGR
Compound annual growth rate
DACH segment
Segment reporting provides financial information
about the individual units of the company. Redcare
uses a regional approach. The DACH segment
comprises its business activities in Germany, Austria
and Switzerland.
EBIT
Earnings before interest and tax.
e-RX/eScript
Computer-based electronic generation, transmission,
and filling of a medical prescription.
Free cash flow
Free cash flow as per the most commonly used
definition ; cash flow from operating activities plus
cash flow from investing activities.
Group
Redcare Pharmacy N.V., Sevenum, the Netherlands,
together with its consolidated subsidiaries.
International segment
Segment reporting provides financial information
about the individual units of the company. Redcare
uses a regional approach. The International segment
comprises business activities in France, Italy, Belgium
and the Netherlands.
Mobile visits
Site visits to our online shops originating from
computers , tablets and smartphones as well as other
computer-based means.
Net working capital
The difference between the company’s current assets
(including: trade and other receivables and inventories)
and its current liabilities (including: trade and other
payables, short-term loans and borrowing and short-
term other liabilities).
Rx products or medications
Prescription-only medicines which are allowed to be
sold only to customers possessing a valid prescription.
Due to the inclusion of MediService
since mid-May 2023 and the increasing
share of our platform business, we have
updated some of the definitions of our
KPIs to continue to provide the most
relevant insights with these metrics.
241
Glossary
NPS
Net promoter score of our B2C own stock and plat-
form business for a given period of time. NPS does
not yet include MedApp, GoPuls and MediService.
We track NPS as an indicator for customer satisfaction.
Number of orders
Number of end-customer and patient (B2C) orders,
predominantly placed via our online shops for both
our own-stock and platform business, containing at
least one product, placed during the measurement
period.
OTC products or medications
Products or medicines sold to a customer without
a prescription from a healthcare professional, as
compared to prescription-only medicines, which
may be sold only to customers possessing a valid
prescription.
Pharmacy-related products
Products that are almost exclusively distributed
through pharmacies.
Private labels or own brands
By private labels (or own brands) we mean the
brands of products owned by Redcare Pharmacy
or its subsidiaries.
Return rate
Percentage of billed B2C orders for our own-stock
business that incorporated a return or customer
complaint of total billed orders in a given time period.
Current prescription medication sales (Rx) in Switzer-
land and the Netherlands are not included because
we believe the current non-comparable customer
types would distort visibility on relevant trends in this
metric.
Business-to-business (B2B) orders are excluded for
the same reason.
Rx revenues
Sales related to prescriptions of our own stock
business in the DACH Segment.
Sales
Gross revenues minus value-added taxes and
discounts .
Selling & distribution expenses
Expenses related to marketing, shipping, packaging,
payments and operational labour to support our
sales.
Share of mobile visits
Mobile visits as a percentage of site visits.
Share of repeat orders
Percentage of total orders, predominantly related to
our online shops for both our own-stock and plat-
form business, that is billed during the measurement
period that is not the initial order bill to the customer.
Business-to-business (B2B) orders are excluded to not
distort visibility on relevant trends. With this definition
we aim to provide the most-relevant insight as to the
development of this metric. The share of repeat orders
related to platform-only customers is not yet included.
Website visits (web traffic)
Unique interactions of a visitor on our website (online
shops); a visit is considered terminated when the visitor
leaves the browser session or has not interacted with
the page for more than 30 minutes.
242
Publisher:
Redcare Pharmacy N. V.
Erik de Rodeweg 11/13
5975 WD Sevenum
German mailing address:
shop-apotheke.com
Postfach 410118
41241 Mönchengladbach
Managing Board:
Theresa Holler, Olaf Heinrich,
Marc Fischer, Stephan Weber, Jasper Eenhorst
Commercial Register:
K. v. K. (Dutch Chamber of Commerce)
Venlo 63956004
Responsible pharmacist:
Theresa Holler
(legal occupational title:
pharmacist, entered in the Dutch pharmacy registry:
BIG number: 99054129717)
Awarded the title of pharmacist in Germany by the
Landesamt für Soziales, Jugend und Versorgung
of the federal state of Rhineland-Palatinate
Responsible health authority:
Staatstoezicht op de Volksgezondheid:
Inspectie voor de Gezondheidszorg, Regio Zuidoost
Service hotline: 0800 – 200 800 300
(toll-free for calls originating from Germany’s
fixed-line of mobile networks)
Monday to Saturday from 8 am to 8 pm
Fax: 0800 – 90 70 90 20
Imprint.
Investor Relations, contact:
Monica Ambrosi
investors@redcare-pharmacy.com
Press & Media, contact:
Sven Schirmer
press@redcare-pharmacy.com
Marketing & Cooperations, contact:
kontakt@shop-apotheke.com
ESG & Sustainability, contact:
Anna Tönneßen
because-we-care@redcare-pharmacy.com
European Online Dispute Resolution Platform
(ODR platform):
Based on the EU’s Regulation 524/2013,
the EU Commission has set up an interactive
website through which consumers and traders
can resolve disputesonline out of court.
You can find the ODR platform here:
http://ec.europa.eu/consumers/odr/
Image rights:
Redcare Pharmacy N. V.
GettyImages | iStock | shutterstock.
Concept, text and layout:
Redcare Pharmacy with the collaboration
of rikutis consulting, Hamburg and
pom point of media GmbH, Willich
Date of publication:
5 March 2024
Our Websites:
www.redcare-pharmacy.com
www.shop-apotheke.com
www.shop-apotheke.de
www.shop-apotheke.at
www.redcare-apotheke.ch
www.redcare-pharmacie.fr
www.redcare.it
www.farmaline.nl
www.farmaline.be
243
Financial Calendar.
Annual General Meeting
17
APR
Publication Quarterly Statement (call-date Q1)
25
APR
Publication Half-yearly Financial Report
30
JUL
Publication Quarterly Statement (call-date Q3)
05
NOV
244
Redcare Pharmacy N.V.
Erik de Rodeweg 11 – 13, NL – 5975 WD Sevenum
www.redcare-pharmacy.com
Sevenum / Venlo
|
Cologne
|
Berlin
|
Munich
|
Eindhoven
|
Tongeren
|
Lille
|
Milan
|
Warsaw