Frauenfeld, 9 September 2026 Press release
Proactive management of dilution by reducing shares underlying the outstanding Convertible Bonds 2028 from 7.6 million to 7.0 million Conversion premium set at 32.5% above reference price Extending maturity profile from 2028 to 2031 Coupon reduced from 3.0% to 1.5% Following the press release published this morning, DocMorris Finance B.V. (the “Issuer”), a directly wholly-owned subsidiary of DocMorris AG (the “Company” or “DocMorris”), announces that the private placement (the “Private Placement” or the “Offer”) of approximately CHF 100 million Convertible Bonds due 2031, guaranteed by the Company and convertible into newly issued and/or existing registered shares of the Company (such bonds, the “New Bonds”, such shares, the “Shares”)), has been successfully completed. The final aggregate principal amount of the New Bonds will be determined at the end of the reference price period based on the 7.0 million Shares underlying and the final conversion price. 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 conversion premium has been set at 32.5% over the reference share price. The reference share price will be 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 New Bonds will carry a coupon of 1.5% per annum, payable semi-annually in arrears. The offering of the New Bonds was met with strong demand from institutional investors and was significantly oversubscribed, which allowed the Company to achieve favorable terms. 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. DocMorris continuously seeks to optimise its balance sheet and funding costs to support its strategy and deliver sustainable and profitable growth. The proceeds from the Private Placement will be used to repurchase the 2028 Bonds through privately negotiated bilateral transactions with certain holders (the “Concurrent Repurchase”) and for general corporate purposes. 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. BofA Securities and UBS Europe SE acted as global coordinators and joint bookrunners on the Private Placement. Indicative timeline of the transaction
| 9 September 2026 (T+0) | Launch of the Private Placement, Pricing and Allocation
Start of the Concurrent Repurchase
Start of the Reference Price Setting Period |
| 11 September 2026 (T+2) | End of the Reference Price Setting Period and Announcement of the Conversion Price |
| 16 September 2026 (T+5) | Settlement of the New Bonds
Settlement of the Concurrent Repurchase |
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
| 15 October 2026 | Q3/2026 Trading update |
| 12 November 2026 | Capital Markets Day 2026 |
| 19 January 2027 | FY 2026 Sales Trading Update |
| 18 March 2027 | 2026 Full-year results and outlook 2027 (conference call/webcast) |
| 15 April 2027 | Q1/2027 Trading update |
| 12 May 2027 | Annual General Meeting, Zurich |
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. THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED OUTSIDE OF SWITZERLAND. IN PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT IN AN “OFFSHORE TRANSACTION” IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES. IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM (EACH, A “RELEVANT STATE”), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (“QUALIFIED INVESTORS”). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS. THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, “FORWARD-LOOKING STATEMENTS”. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “BELIEVES”, “ESTIMATES”, “PLANS”, “PROJECTS”, “ANTICIPATES”, “EXPECTS”, “INTENDS”, “MAY”, “WILL” OR “SHOULD” OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER’S OR THE COMPANY’S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE GROUP’S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. EACH OF THE ISSUER, THE COMPANY, THE JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE. THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR COMMUNICATION WITHIN THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FINANCIAL SERVICES ACT OR UNDER ANY OTHER LAW OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. ANY PURCHASE OF NEW BONDS OF THE COMPANY IN THE PROPOSED OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE. THE JOINT BOOKRUNNERS ARE ACTING EXCLUSIVELY FOR ISSUER AND THE COMPANY AND NO-ONE ELSE IN CONNECTION WITH THE OFFERING. 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ACCORDINGLY, REFERENCES RELATED TO THE NEW BONDS, BEING ISSUED, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING BY THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES ACTING IN SUCH CAPACITY. IN ADDITION, THE JOINT BOOKRUNNERS, AND ANY OF THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH THE JOINT BOOKRUNNERS AND ANY OF THEIR AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SECURITIES OF THE ISSUER OR THE COMPANY. THE JOINT BOOKRUNNERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO. NONE OF THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE ISSUER OR THE COMPANY, THEIR SUBSIDIARIES OR ASSOCIATED COMPANIES, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER TO ACQUIRE SECURITIES IN ANY JURISDICTION. ANY INVESTOR SHOULD MAKE HIS INVESTMENT DECISION FOR THE PURCHASE OF THE NEW BONDS ON PUBLICLY AVAILABLE INFORMATION.
