Zalando SE: Annual General Meeting 2015

Zalando SE (“Zalando”) today held its first Annual General Meeting (“AGM”) in Berlin. The AGM resolved in accordance with all proposals of the Supervisory Board and the Management Board. Participating shareholders represented over 90% of the share capital with voting power.

The AGM re-elected Cristina Stenbeck, Lorenzo Grabau, Lothar Lanz, Anders Holch Povlsen, Kai-Uwe Ricke and Alexander Samwer and appointed the employee representatives Beate Siert, Dylan Ross and Konrad Schäfers as a new member of the Board and Yvonne Jamal, Christine de Wendel and Clemens Kress as substitute members.

The AGM resolved to grant discharge to the Supervisory Board and the Management Board for the financial year 2014.

The AGM also resolved to:

• Approve the election of auditors for fiscal year 2015 and a review of the semi-annual financial report 2015.
• Approve remuneration to the first Supervisory Board of Zalando SE.
• Authorize the Management Board to pass resolutions to repurchase own shares and to use derivatives in connection with the repurchase of own shares in order to give the Board more options in its efforts to deliver long-term shareholder value and total return. Zalando's holding of own shares may not at any time exceed 10 per cent of the total number of issued Zalando shares.
• Approve to replace the existing Authorized Capital 2014 by the creation of a new Authorized Capital 2015 in an amount of EUR 94,694,847 (i.e., approximately 38.4% of the existing share capital) to enable Zalando also in the future to cover its financial needs in a quick and flexible manner.
• Authorize the Management Board to issue convertible bonds and/or bonds with warrants in order to broaden Zalando’s financial possibilities and to conditionally increase the registered share capital in order to service the option and conversion rights arising out of these bonds.
• Approve the amendment of the Articles of Association of Zalando regarding the entitlement of the profit participation of new shares, the Company’s first Supervisory Board and the provisions on chairing the General Meeting.
• Approve a domination and profit and loss transfer agreement between Zalando SE and the wholly-owned subsidiary Zalando Fashion Entrepreneurs GmbH.

At the constituent meeting of the Board following the AGM, Cristina Stenbeck was elected Chairperson and Lorenzo Grabau Deputy Chairperson of the Supervisory Board.

Cristina Stenbeck said: “We were delighted to host the first annual general meeting of Zalando, Europe’s leading online fashion platform. This is a very exciting company with enormous continued potential, supported by a broad group of engaged shareholders. I am pleased to be able to continue to support the management board's work as Chairperson of the supervisory board.”

ABOUT ZALANDO
Zalando (https://corporate.zalando.com) is Europe’s leading online fashion platform for women, men and children. We offer our customers a one-stop, convenient shopping experience with an extensive selection of fashion articles including shoes, apparel and accessories, with free delivery and returns. Our assortment of over 1,500 international brands ranges from popular global brands, fast fashion and local brands, and is complemented by our private label products. Our localized offering addresses the distinct preferences of our customers in each of the 15 European markets we serve: Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, the Netherlands, Norway, Spain, Sweden, Switzerland, Poland and the United Kingdom. Our logistics network with three centrally located fulfillment centers in Germany allows us to efficiently serve our customers throughout Europe. We believe that our integration of fashion, operations and online technology give us the capability to deliver a compelling value proposition to both our customers and fashion brand partners.

Zalando’s websites attract more than 130 million visits per month. In the first quarter of 2015, around 53 per cent of traffic came from mobile devices, resulting in more than 15 million active customers by the end of the quarter.