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Zabka Group S.A.

Post-Annual General Meeting Information Jun 18, 2025

8657_iss_2025-06-18_5d9053e7-c001-43c7-be7e-8ff43a2d8fd3.pdf

Post-Annual General Meeting Information

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Attachment to the Current Report 11/2025 Zabka Group SA – Voting results of the Annual and Extraordinary General Meeting of 17 June 2025

Zabka Group

Société anonyme Registered office: 2, rue Jean Monnet, L - 2180 Luxembourg R.C.S. Luxembourg: B263068 (the "Company")

VOTING RESULTS THE ANNUAL GENERAL MEETING AND THE EXTRAORDINARY GENERAL MEETING HELD ON 17 JUNE 2025

As of Record Date: 3 June 2025
Total number of shares
representing the issued share
1,000,000,000
(one billion) ordinary shares without
capital of the Company nominal value.
Total number of voting rights
attached to the shares
1,000,000,000
(one billion) voting rights.
representing the issued share capital of the Company

Annual General Meeting

Annual General Meeting: 17 June 2025 Number %
Total number of shares representing the issued share 803,016,712 80.30%
capital of the Company present or represented at the
Annual General Meeting
Total number of voting rights present or represented at the 803,016,712 80.30%
Annual General Meeting
Resolution Resolution Adopted/Rejected Votes cast FOR Votes cast AGAINST ABSTENTIONS
# Number Number (number
of
shares)
1 Approval of the Annual Accounts. Adopted 802,961,364 0 55,348
2 Approval
of
the
Consolidated
Adopted 802,961,364 0 55,348
Financial Statements.
3 Allocation of the results of the Adopted 803,016,712 0 0
Company for the financial year which
ended on 31 December 2024 to carry
forward.
4 Resolution
concerning
the
Adopted 723,729,717 79,128,578 158,417
Remuneration Report.
5 Discharge (quitus) to the former Adopted 802,994,519 0 22,193
members of the Board of Directors of
the Company, Ms. Carmen ANDRÉ,
Ms. Caroline GOERGEN and Mr.
Maciej
GODEK,
following
the
provisional discharge granted by the
extraordinary
meeting
of
the
shareholders of the Company on 3
May
2024
following
their
resignations.
6 Discharge (quitus) to the members of
the Board of Directors of the
Adopted 802,939,171 0 77,541
Company for the execution of their
mandates during the financial year
which ended on 31 December 2024.
Resolution Resolution Adopted/Rejected Votes cast FOR Votes cast AGAINST ABSTENTIONS
# Number Number (number
of
shares)
7 Renewal of the mandate of Mr. Adopted 716,952,811 81,611,069 4,452,832
Krzysztof
Piotr
KRAWCZYK,
Mr.
Tomasz Zenon SUCHAŃSKI, Mr. István
Tadeusz SZÖKE, Mr. Stephan SCHÄLI,
Ms. Giulia FITZPATRICK and Ms. Olga
Barbara
GRYGIER
SIDDONS
as
directors of the Company until the
annual general meeting
of
the
shareholders
of
the
Company
approving the annual accounts for
the financial year ending on 31
December 2025.
8 Appointment of Ms. Anna Maria Adopted 700,835,467 96,499,977 5,681,268
PAWLAK KULIGA as new independent
director
of
the
Company
with
immediate effect and for a period
ending at the annual general meeting
of the shareholders of the Company
approving the annual accounts for
the financial year ending on 31
December 2025.
9 Approval
of
the
aggregate
Adopted 803,016,712 0 0
remuneration payable to the Board of
Directors of the Company.
10 Renewal of the mandate of EY as Adopted 801,728,194 1,288,518 0
statutory auditor of the Company
Resolution Resolution Adopted/Rejected Votes cast FOR Votes cast AGAINST ABSTENTIONS
# Number Number (number
of
shares)
(réviseur d'entreprises agréé) to audit
the accounts of the Company and the
consolidated financial statements of
the Company and its subsidiary
undertakings until the annual general
meeting of the shareholders of the
Company
approving
the
annual
accounts for the financial year ending
on 31 December 2025.
11 Appointment of EY as statutory Adopted 802,125,505 891,207 0
auditor of the Company (réviseur
d'entreprises agréé) to provide an
assurance
opinion
on
the
sustainability
reporting
for
the
financial year ending on 31 December
2025, for a term to expire at the
annual general meeting
of
the
shareholders
of
the
Company
approving the annual accounts for
the financial year ending on 31
December 2025, should such an
assurance
opinion
be
legally
required.

Zabka Group SA – Voting results of the Annual and Extraordinary General Meeting of 17 June 2025

Extraordinary General Meeting

Extraordinary General Meeting: 17 June 2025 Number %
Total number of shares
representing the issued share
813,830,780 81.38%
capital of the Company
present or represented at the
Extraordinary General Meeting
Total number of voting rights present or represented at the 813,830,780 81.38%
Extraordinary General Meeting
Resolution
#
Resolution Adopted/Rejected Votes cast FOR
Number
Votes
cast
AGAINST
Number
ABSTENTIONS
1 Amendment
and
replacement
of
paragraph
1
of
article
11 (Board
Meetings) of the articles of association of
the Company as follows:
11.1 Meetings of the Board of Directors
("Board Meetings") shall be convened by
the
Chairperson or any two Directors.
Board Meetings shall be held either in the
Grand-Duchy of
Luxembourg or in any
other
country
where
any
of
the
Company's direct or indirect subsidiaries
has its registered office. For each
financial year of the Company, a majority
of the Board
Meetings must be held in
the Grand-Duchy of Luxembourg, where
at least the majority of the
Directors is
Adopted 813,773,622 0 57,158
present in person. The Chairperson shall
preside at all Board Meetings. In his/her
absence, the Board of Directors will
appoint another Director as chairperson
pro tempore by
majority vote by those
Directors present or duly represented at
such meeting.
2 Amendment and replacement of the
definition of "Material Subsidiaries"
included in article 21 (Definitions) of the
articles of association of the Company as
follows:
Material Subsidiaries
means Maczfit
Foods sp. z o.o., Masterlife Solutions sp. z
o.o., Froo
Romania Holding SA, Drim
Daniel Distributie FMCG S.r.l., Lite e
Commerce sp. z o.o.,
and Żabka Polska
sp. z o.o. and any other Subsidiary the
Board of Directors qualifies as
a Material
Subsidiary.
Adopted 813,773,622 0 57,158

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