The continued share price decline of 98% over the past five years is a clear signal that DocMorris is underperforming, undervalued, and undermanaged. The company has repeatedly failed to deliver on strategic commitments.

We believe there is substantial unrealized value within DocMorris.

As one of the most recognized e-pharmacy brands in Germany and Europe, supported by a scalable, automated fulfillment platform, the Company benefits from strong regulatory tailwinds including mandatory e-prescription, CardLink extension, and PoPP rollout.

Additionally, the Company has developed high-margin services and monetization engines, including TeleClinic, at a time of rising consumer readiness for digital healthcare.

Furthermore, there is substantial structural upside from German eRx/online Rx penetration from a low base, with potential to scale higher-margin services that support long-term margin ambitions.

However, these assets and opportunities are not translating into shareholder value under the current Board of Directors' Chairman oversight and therefore we believe a change of the Board of Directors is inevitable.

First, the company spent excessively on marketing with the goal to raise revenue and user growth as their prime focus while neglecting profitability requirements, which is no longer sustainable. The marketing channels and measures that were used were neither effective nor well understood, limiting return on investment per customer. A shift towards a more focused and targeted marketing with higher ROI thresholds and a focus on profit / cashflow, leveraging the full DocMorris platform including Teleclinic, pharmacy service innovation, untapped eRx channels such as ambulatory care partnerships, and a limited own-label portfolio (<100 SKUs vs. competitor >500) could in our view significantly improve customer retention and have a huge impact on the company’s profitability going forward.

The company has repeatedly failed to deliver on strategic commitments and guidance to shareholders.

The organisation should become leaner and more agile by reducing management layers to accelerate decision-making, consolidating operations, and streamlining the brand portfolio across markets to eliminate inefficiencies and focus resources on unified market impact. In addition, current efficiency at the Heerlen warehouse is insufficient and DocMorris should leverage existing infrastructure to drive higher unit order profitability.

Finally, the pre-payment of convertibles and the issuance of new, dilutive convertibles came despite substantial negative cash flow and management’s promise of a significantly improved P&L, making the timing of these decisions particularly poor.

We believe there is substantial unrealized value within DocMorris that the Board of Directors should unlock.

Fresh perspectives are essential to implement the necessary strategic changes.

Effective governance requires accountability at the highest level, which requires Chairman Walter Oberhänsli to take responsibility for the company’s performance trajectory and step back from his role as Chairman.

After serving as CEO for ten years followed by four years as Chairman, Mr. Oberhänsli is now tasked with overseeing the legacy of his own executive decisions. Mr. Oberhänsli's long tenure with DocMorris and history with Zur Rose has created structural conflicts that fundamentally compromise the Board of Directors' ability to govern effectively.

Without a change in board leadership, change is neither credible nor actionable.

As DocMorris’ largest shareholder, we are committed to the company’s long-term success and the creation of value for all stakeholders. We therefore feel a duty to drive this essential change.

We are therefore asking for new, leadership in the Board of Directors.

We believe Fritz Oesterle has the right profile:

He brings extensive executive leadership experience in the healthcare and pharmaceutical sector, including 12 years as CEO of Celesio AG, the company that acquires DocMorris in 2007.

He possesses deep German healthcare regulatory expertise gained through various management and board roles at leading healthcare companies.

He brings strategic e-commerce and digital platform experience – notably from overseeing the acquisition of DocMorris by Celesio – combined with proven transformation capabilities demonstrated through leading Celesio's evolution from wholesale to vertically integrated operations and his current supervisory board involvement in strategic business transformations.

Our candidates were selected based on their professional track record, relevant industry knowledge, and ability to strengthen the Board’s governance and strategic oversight.

They bring exceptional expertise across the most critical areas for DocMorris's success: healthcare leadership at the highest executive levels, deep German healthcare regulatory knowledge, proven e-commerce and digital platform capabilities, extensive low-margin retail operations experience, and a track record of driving successful strategic business transformations. We are confident they can initiate turning DocMorris into the leading European “Healthcare in One Click” Platform and unlock the substantial unrealized value.

Despite a recognized brand and scalable platform supported by favorable regulatory tailwinds like e-prescriptions and CardLink, the current Board of DocMorris has failed to translate these assets into shareholder value. A 99% share price decline over five years signals that DocMorris remains undermanaged and undervalued, with leadership repeatedly failing to meet strategic commitments or unlock the company's true potential.

Fritz Oesterle brings extensive executive leadership experience in the healthcare and pharmaceutical sector, including 12 years as CEO of Celesio AG, the company that acquires DocMorris in 2007.

He possesses deep German healthcare regulatory expertise gained through various management and board roles at leading healthcare companies

He brings strategic e-commerce and digital platform experience – notably from overseeing the acquisition of DocMorris by Celesio – combined with proven transformation capabilities demonstrated through leading Celesio's evolution from wholesale to vertically integrated operations and his supervisory board involvement in strategic business transformations.

Our proposed slate includes exceptional expertise across all critical areas.

Our priority is assembling the most qualified Board to turn DocMorris into the leading European “Healthcare in One Click” Platform and unlock substantial unrealized value. We believe our candidates represent the optimal combination of skills, experience, and accountability needed to achieve this goal.

We believe there is substantial unrealized value within DocMorris that the Board of Directors should unlock.

Shareholders are dissatisfied and only a genuine renewal of the company’s governance can restore the credibility needed for a successful turnaround. The first step necessary is to change the Chairman.

While the capital market may have given up, we have not. As committed shareholders, we are stepping in to restore accountability and transform DocMorris into the leading European “Healthcare in One Click” Platform underpinned by operational excellence. This will be in the interest of all stakeholders, not just shareholders.

The Board must prioritize unlocking DocMorris’ significant unrealized value by establishing the company as Europe’s leading “Healthcare in One Click” Platform.

A renewed focus on operational excellence, improved capital allocation and a frictionless and reliable user experience platform.

Successful implementation of this strategy positions DocMorris to achieve sustainable profitability and long-term leadership in Europe’s rapidly evolving digital healthcare market, delivering substantial value creation for shareholders.

Under the new proposed governance, shareholders can expect a highly experienced Board of Directors with the right skills and expertise to hold management accountable through clearly defined reporting.

The future Board of Directors will ensure that objectives, strategy, e-pharmacy KPIs and implementation plans are precise, aligned, and executed, while driving decision-making with a strong sense of urgency.

In addition, it will establish a set of mid-term, outcome-focused targets such as revenue and EBITDA, grounded in an outside-in perspective. 

We seek competent governance that serves the interests of all shareholders. To that end, we continue to seek a constructive dialogue with the current Board of Directors and other stakeholders.

The current Board of Directors is required to put our proposals and respective motions on the agenda of the AGM 2026, expected to take place on 12 May 2026.

At the AGM, shareholders will have the opportunity to vote on the proposed new Board composition by majority vote. We believe it is important that decisions regarding the composition of the Board of Directors reflect a broad and representative shareholder mandate. We encourage all shareholders to exercise their voting rights.