CEPD proposes to the AGM of DocMorris AG major renewal of Board of Directors to bring DocMorris back on path of success

CEPD proposes to the AGM of DocMorris AG major renewal of Board of Directors to bring DocMorris back on path of success
 

• Repeated failure by DocMorris to deliver on strategic commitments and guidance under supervision of the current Board of Directors, resulted in share price decline of 98% over the past five years
• Largest shareholder of DocMorris submits proposal to replace Chairman Walter Oberhänsli and renew Board of Directors on May 12 Annual General Meeting (AGM)
• CEPD proposes six candidates, including former Celesio CEO Dr Fritz Oesterle as designated Chairman, Mariola Belina-Prażmowska as a member and four independent candidates, to drive accountability and unlock sustainable unrealized value

Amsterdam, March 25, 2026 – CEPD N.V., which together with its parent company Pelion S.A. operates the third-largest omnichannel pharmacy chain in the EU with more than 1,800 locations and holds approx. 14% of the shares of DocMorris AG (ISIN: CH0042615283, WKN: A0Q6J0), today announced that it has submitted a shareholder proposal for inclusion on the agenda of the Annual General Meeting of DocMorris AG expected to be held on May 12, 2026.
 

CEPD proposes the AGM votes FOR the election of the following candidates to the six-member Board of Directors:
 

• Dr Fritz Oesterle, former CEO of Celesio AG and Non-Executive Director and Chairman of the Management Board, CEPD N.V. (representative of CEPD, designated Chairman of the Board of Directors)
• Mariola Belina-Prażmowska, Vice-President of the Management Board of Pelion S.A., responsible for Development and Strategic Projects and Non-Executive Director of the Management Board of CEPD (representative of CEPD)
• Jacek Janusz Poświata, Advisory Partner at Bain & Company (independent candidate)
• Prof Dr Andréa Belliger, Director of the Institute for Communication and Leadership IKF (incumbent member of the Board of Directors, independent candidate, proposed by DocMorris)
• Florian Seubert, Investor as well as Co-founder and former CFO of Zooplus AG  (incumbent member of the Board of Directors, independent candidate, proposed by DocMorris)
• Dr Thomas U. Reutter, Senior Partner and co-founder of law firm Advestra AG and former partner Bär & Karrer AG (independent candidate, proposed by DocMorris)

CEPD thus recommends that Walter Oberhänsli (incumbent Chairman of the Board of Directors, proposed by DocMorris) is not re-elected to the Board of Directors and removed from office. Furthermore, CEPD recommends that Nicole Formica-Schiller and Thomas Bucher (both proposed by DocMorris as new members of the Board of Directors) are not elected.

Detailed resumes of the candidates proposed by CEPD can be found on the website www.newgovernanceforDM.com.

CEPD has issued the following statement regarding its proposals:
 

“DocMorris stands at a pivotal inflection point in European digital health. The e-prescription mandate, its Teleclinic platform, and emerging opportunities in AI-driven shopping represent significant structural advantages. However, DocMorris has systematically failed to execute its strategy and translate these opportunities into shareholder value. Under the supervision of the current Board of Directors, DocMorris has seen a decline in its share price of 98^[1] percent over the past five years, and 54 percent over the past twelve months alone. This record reflects repeated failure to deliver on strategic commitments and guidance provided to shareholders – as most recently demonstrated when the company reduced its mid-term guidance once more on March 19, 2026, after having already missed and reduced their guidance several times over the past years.
 

The evidence is unambiguous: The current Board of Directors has been unable to drive success and safeguard shareholder interests, resulting in dramatic underperformance and an extremely low valuation. As the largest shareholder in DocMorris, we believe it is our duty to all stakeholders of DocMorris to bring the company back on a path of success. A genuine renewal of the Board of Directors, which in our view must include its Chairman, with candidates that can support the company in executing its strategy, delivering results and realizing its potential is a first major step in this endeavor. We believe this is essential for the company to return to a path of success and regain the trust of the capital markets.”
 

The candidates proposed by CEPD bring exceptional expertise across the most critical areas for DocMorris' 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. CEPD is confident that the candidates can initiate turning DocMorris from an undermanaged company to a leading profitable European „Healthcare in One Click“ platform and unlock the substantial unrealized value. 
 

Under the proposed governance framework, shareholders can expect a highly experienced Board of Directors with the appropriate skills and expertise to hold management accountable through clearly defined reporting. The Board of Directors will ensure that objectives, strategy, e-pharmacy KPIs and implementation plans are precise, aligned, and effectively 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 and free cashflow, based on an outside-in perspective. 

DocMorris Board continues a pattern of disregarding shareholder interests

Prior to filing its proposal, CEPD has engaged in negotiations with the Chairman of the Board of Directors over the past months regarding the need for genuine governance renewal. In these negotiations, CEPD has consistently emphasized that effective governance requires accountability at the highest level as the first step. This includes the expectation that Chairman Walter Oberhänsli takes responsibility for the Company's performance trajectory and steps down from his role as Chairman. Unfortunately, the Board of Directors continued to show no willingness to acknowledge the fundamental issues DocMorris is facing or to accept accountability for its performance outcomes. On March 3, 2026, in the middle of ongoing negotiations, DocMorris announced its intention to propose new Board of Director candidates without prior coordination with CEPD and without indicating any intended change to the position of the Chairman. In our view, this unilateral action continues a pattern of disregarding shareholder interests and undermines the collaborative approach CEPD has sought to maintain. Similarly, discussions around a potential strategic partnership to support DocMorris which had been discussed in broad terms in summer 2025 were unilaterally terminated by the DocMorris Board of Directors.
 

The capital market reaction to the proposed renewal of the Board of Directors proposed by DocMorris was clear: Continuity under the current Chairman of the Board of Directors means continuity of value destruction. Since March 3, 2026, the share price declined by more than 23 percent^[2] to a new all-time low, significantly underperforming the market and demonstrating that the capital market has lost all trust in the company and its leadership to deliver on its objectives.
 

CEPD proposes a clear case for change, calls on shareholders to attend AGM
 

CEPD has submitted its proposal in accordance with Swiss corporate law and expects it to be included in the agenda of the Annual General Meeting on May 12, which is expected to be published in mid-April.

CEPD makes a clear case for change at DocMorris and encourages all shareholders to attend the Annual General Meeting and exercise their voting rights. Given the historically low participation rates, CEPD believes it is important that decisions regarding the composition of the Board of Directors reflect a broad and representative shareholder mandate.
 

Further information as well as detailed resumes of the proposed candidates are available on the following website, which CEPD will regularly update until the DocMorris AGM: www.newgovernanceforDM.com

About CEPD

CEPD operates the third-largest omnichannel pharmacy chain in the EU with more than 1,800 locations and together with its parent company generates yearly revenues of more than EUR 2 billion. Headquartered in Amsterdam, the Netherlands, CEPD is a leading player in Europe’s stationary and online retail pharmaceutical market, combining exceptional pharmaceutical care with advanced e-commerce capabilities. Guided by a patient first ethos, the company is dedicated to ensuring easy access to affordable products, expert advice, and outstanding customer service – supporting a healthy and long life for every patient and client.
 

Press Contact CEPD:
Lisa Tilmann
Email: lisa.tilmann@cepd.nl

^[1] Based on closing share price of CHF 4.02 as of March 23, 2026. Source: SIX Group

^[2] Based on closing price of CHF 5.24 on March 2, 2026, compared to the closing price of CHF 4.02 CHF as of March 23, 2026. Source: SIX Group