DocMorris publishes invitation to the Annual General Meeting

Frauenfeld, 16 April 2026

Press release

DocMorris publishes invitation to the Annual General Meeting

• DocMorris proposes a carefully planned partial renewal of the Board of Directors to the Annual General Meeting, nominating Thomas Bucher, Nicole Formica-Schiller, and Thomas Reutter
• The Board of Directors recommends a clear rejection of the proposals by CEPD N.V.0F[1] in order to fend off an attempted hostile takeover through the back door by Polish investor Jacek Szwajcowski
• The Board calls on shareholders to exercise their voting rights to protect their investment

In addition to the regular agenda items, this year’s focus is particularly on the elections to the Board of Directors. While the Board proposes a planned and orderly partial renewal by electing highly competent members, a Polish investor is attempting to take control of DocMorris through the motions put forward by his company CEPD N.V.

The Board of Directors is renewing itself steadily, in an orderly and competent manner
DocMorris published encouraging figures for the first quarter of 2026 today. These demonstrate that the strategy and measures are taking effect and that DocMorris is on track. To ensure this positive trend is not interrupted, DocMorris presented three new, independent candidates on 3 March as part of the ongoing renewal. With their expertise – particularly in finance, artificial intelligence, and corporate governance – Thomas Bucher, Nicole Formica-Schiller and Dr Thomas Reutter possess the right expertise for the orderly renewal of the Board and for the next phase of DocMorris’ development. Together with the existing Board members Prof. Dr Andréa Belliger, Walter Oberhänsli and Florian Seubert, they enjoy the full confidence of the well-established management team.

Minority shareholder seeks control through the back door
At the end of March, the Polish investor Jacek Szwajcowski, through CEPD N.V., which he controls, submitted proposals for the Annual General Meeting to elect three of his own representatives to the Board and to take over the chairmanship. If he succeeds, he will gain full control of DocMorris—at the expense of all other shareholders.

CEPD N.V. has only been a shareholder of DocMorris since spring 2025 and currently holds around 15% of the shares. Jacek Szwajcowski was repeatedly offered the opportunity for CEPD N.V. to nominate one candidate for the Board of Directors – he never took up this offer. Furthermore, CEPD N.V. provided no information regarding its strategic intentions or its obligations to financing partners and lenders, despite repeated enquiries. Following the proposals submitted by CEPD N.V., the reason is now clear: Szwajcowski is seeking a hostile takeover through the back door. Anyone who appoints three out of six Board members and the Chairman controls the company at will. This runs counter to the interests of all other shareholders. Anyone seeking a change of control must do so via a public takeover bid with a substantial premium on the share price.

Only an independent Board can fulfil its duties of loyalty and care towards all shareholders
If the majority of the Board of Directors were to serve an opaque minority shareholder, the Board could no longer fulfil its duties of loyalty and care towards the shareholders as a whole. All candidates nominated for election by the DocMorris Board of Directors have confirmed that they will serve their terms only on the condition that they can perform their duties independently and responsibly, in accordance with the principles of good corporate governance and in the best interests of all shareholders.

Call to shareholders to safeguard the independence and continuity of DocMorris
The Board of Directors recommends that shareholders elect the candidates it has nominated and reject the nominations put forward by CEPD N.V. This will safeguard DocMorris’ independence, strategic continuity and sustainable value creation for all shareholders.

DocMorris will send the invitation documents for the General Meeting, together with further information, to shareholders registered in the share register in the coming days. These are also available online and are continuously updated on the website at https://ir-corporate.docmorris.com. Shareholders not yet registered are urged to have themselves entered in the share register by 7 May in order to exercise their voting rights.

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 doctors. 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 over 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.
 

^[1] Corporation of European Pharmaceutical Distributors N.V., Amsterdam, the Netherlands