Post-Annual General Meeting Information • Jun 18, 2025
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
Société anonyme Registered office: 2, rue Jean Monnet, L - 2180 Luxembourg R.C.S. Luxembourg: B263068 (the "Company")
| 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: 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: 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. |
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|---|---|---|---|---|---|
| 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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