DocMorris launches private placement of approx. CHF 100 million Convertible Bonds due 2031 to finance early repurchase of Convertible Bonds 2028

Frauenfeld, 9 September 2026

Press release
Ad hoc announcement pursuant to Art. 53 LR

DocMorris launches private placement of approx. CHF 100 million Convertible Bonds due 2031 to finance early repurchase of Convertible Bonds 2028

• Proactive management of dilution by reducing shares underlying the outstanding Convertible Bonds 2028 from 7.6 million to 7.0 million shares
• Substantial increase of conversion price
• Extending maturity profile from 2028 to 2031
• Coupon reduced from 3.0% to 1.5 to 2.0%

DocMorris Finance B.V. (the “Issuer”), a directly wholly-owned subsidiary of DocMorris AG (the “Company” or “DocMorris”), is launching a private placement (the “Private Placement”) of approximately CHF 100 million senior unsecured bonds due 2031, guaranteed by the Company and convertible into existing and/or newly issued registered shares of the Company (such bonds, the “New Bonds”, such shares, the “Shares”).

DocMorris continuously seeks to optimise its balance sheet and funding costs to support its strategy and deliver sustainable and profitable growth. With today’s transaction, the Company intends to reduce potential future dilution for shareholders arising from its outstanding CHF 49.6 million convertible bond due in August 2028 (the “2028 Bonds”). By repurchasing the 2028 Bonds through privately negotiated bilateral transactions with certain holders (the “Concurrent Repurchase”) and issuing the New Bonds, DocMorris intends to take advantage of its recent share price performance to extend the maturity of the 2028 Bonds by 2.6 years, materially lower its ongoing coupon cost and reduce the overall number of shares to potentially be used upon conversion. Despite increasing the issue size by around CHF 50 million to CHF 100 million, the New Bonds are expected to only have a total of 7.0 million Shares underlying which, compared to the 7.6 million underlying Shares of the 2028 Bonds, would result in a reduction of around 0.6 million Shares to potentially be used at a substantial higher conversion price upon conversion. Incremental proceeds of around CHF 10 million from the transaction will be used for general corporate purposes.

Private placement of the New Bonds

The New Bonds will have a denomination of CHF 200,000 each and will be issued at par. Unless previously converted, redeemed or repurchased and cancelled, the New Bonds will be redeemed at par on the stated maturity date, which is expected to be on 16 March 2031.

The New Bonds are expected to carry a coupon of between 1.5% and 2.0% per annum, payable semi-annually in arrears, and have an initial conversion price set at an expected premium of between 27.5% and 32.5% above the reference price, being the average of the volume-weighted average prices (“VWAP”) of the Shares on each of the three trading days between 9 September 2026 and 11 September 2026.

The Issuer will be entitled to redeem the New Bonds at their principal amount (plus accrued but unpaid interest) in accordance with the terms and conditions of the New Bonds at any time (i) on or after 7 October 2029, if the parity value with respect to the Shares underlying a New Bond is equal to or exceeds CHF 260,000 per Bond (130% soft call) on at least 20 out of 30 consecutive trading days, or (ii) if the aggregate principal amount of New Bonds outstanding and held by persons other than the Company and its subsidiaries has fallen to 15% or less of the aggregate principal amount of the New Bonds originally issued.

The Company’s existing stock lending agreement will be amended, to enable its drawdown also in relation to the New Bonds and reduced to reflect the repurchase and/or early redemption of the outstanding 2028 Bonds, for the duration of the New Bonds (unless bought back, redeemed or converted and then it will be reduced on a pro rata basis) for the purpose of facilitating investors' hedging activities.

The Issuer and the Company agreed to a lock-up period starting from the pricing date and ending 90 days following the settlement date, subject to customary exceptions.

The Private Placement is being conducted solely on a private placement basis to professional clients in Switzerland and private offering outside of Switzerland pursuant to RegS (Category 1), no Rule 144A.

Indicative timeline of the transaction

Investors and analyst contact

Kelvin Jörn, Head of Investor Relations

Email: ir@docmorris.com, phone: +41 52 560 58 10

Media contact

Torben Bonnke, Director Communications

Email: media@docmorris.com, phone: +49 171 864 888 1

Agenda

DocMorris

The Swiss-based DocMorris AG is a leading company in the fields of online pharmacy, telemedicine and marketplace with strong brands in Germany and other European countries. Deliveries are mainly from the highly automated logistics centre in Heerlen, the Netherlands. TeleClinic is Germany’s largest telemedicine platform, connecting patients with more than 6,500 physicians. DocMorris operates leading marketplaces for health and personal care products in Southern Europe. With its broad range of products and services, DocMorris is pursuing its vision of becoming the leading digital health companion for everyone to manage their health in one click. Around 1,600 employees in Germany, the Netherlands, Spain, France, Portugal and Switzerland generated an external revenue of CHF 1,186 million serving more than 12 million active customers in 2025. The shares of DocMorris AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker DOCM). For further information, please visit corporate.docmorris.com.

Disclaimer

THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF DOCMORRIS AG (THE “COMPANY”) AND DOCMORRIS FINANCE B.V. (THE “ISSUER”). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.

THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW.

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