Zabka Group S.A. — Capital/Financing Update 2024

Dec 17, 2024

Conclusion of an annex to the facilities agreement with institutions financing the Issuer's capital group

Legal basis: Article 17(1) MAR - inside information

Zabka Group SA with its registered office in Luxembourg (the "Company" or the "Issuer") reports that on 16 December 2024, it concluded an annex (the "Annex") to the senior facilities agreement of 9 January 2023 (as amended by an annex of 8 May 2023) (the "Facilities Agreement"), the parties to which include the Company, Żabka Polska sp. z o.o., ING Bank N.V., London Branch (as agent and collateral agent) and other financial institutions (the "Financing Institutions").

Pursuant to the Annex, the Facilities Agreement was amended in particular with regard to:

• (1) limitation of the collateral catalog to (a) pledges established on shares of direct subsidiaries of the Issuer and shares of Żabka Automatic Logistics sp. z o.o., and (b) guarantees provided by direct subsidiaries of the Issuer and other material subsidiaries;
• (2) removal of restrictions on, among other things, transfer of funds and disposal of assets between members of the Issuer's capital group (the "Group");
• (3) allowing Group members to issue unsecured bonds up to a total amount of PLN 1,000,000,000 within the existing limits of indebtedness; and
• (4) change of the interest rate on the financing under the Facilities Agreement by reducing the facilities margin by 75 bps, which, taking into account the earlier decrease of the margin from 17 October 2024 by an additional 25 bps in connection with the admission of the Company's shares to trading on the Warsaw Stock Exchange, results in a total decrease of 100 bps of the facilities margin.

The Annex also amended other provisions of the Facilities Agreement that do not significantly affect its general terms but, among other things, adjust the content of the Facilities Agreement to the situation and the Company's current needs.

The amendments to the Facilities Agreement referred to above entered into force on the date of execution of the Annex.