Annual General Meeting 2020 - FAQ

The annual general meeting 2020 is held as a virtual general meeting without the physical presence of shareholders and their representatives.

Here you will find answers to the most frequent questions concerning a virtual general meeting.

1. Why is this year's annual general meeting held as a virtual general meeting?

The Act on Measures in Corporate, Co-operative, Association, Foundation and Home Ownership Law to Combat the Effects of the COVID 19 Pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie – C19-AuswBekG), which entered into force on March 28, 2020, opens up the possibility of holding annual general meetings in 2020 without the physical presence of shareholders or their authorized representatives (virtual general meeting).

In view of the COVID 19 pandemic that is set to last for an undetermined time, the measures adopted in this respect by the state of Berlin and the objective of avoiding health risks for shareholders, internal and external employees and the company‘s board members, the Management Board of Zalando SE has decided, with the approval of the Supervisory Board, to make use of the possibility to hold a virtual general meeting.

2. How can shareholders follow the annual general meeting?

The duly registered shareholders can follow the annual general meeting on June 23, 2020 in full length live in audio and video from 10:00 a.m. (CEST) via the Shareholder Portal. To be able to use the Shareholder Portal, shareholders must log in with the individual access data (AGM ticket number and password) that they receive with the AGM ticket. The Shareholder Portal is accessible from June 2, 2020.

3. Is it possible to follow the general meeting without accessing the Shareholder Portal?

No, duly registered shareholders can follow the general meeting in full length only via the Shareholder Portal. However, the speech of the Management Board will be broadcasted publicly on the website.

4. May shareholders be present at the venue of the general meeting?

No. It will not be possible for shareholders to physically attend this year’s general meeting. Instead, please exercise your voting rights by means of absentee voting or by issuing authorization and voting instructions to the proxies of the company and to make use of the Shareholder Portal in order to exercise further shareholder rights.

5. Isn’t it in Germany required by law to hold the annual general meeting as a ‘physical meeting’?

Under ordinary circumstances, yes. However, due to the Covid-19 pandemic the German legislator has passed the Act on Measures in Corporate, Co-operative, Association, Foundation and Home Ownership Law to Combat the Effects of the COVID 19 Pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der OVID-19-Pandemie – C19-AuswBekG), which allows for annual general meetings in 2020 without the physical presence of shareholders and their representatives.

6. Are there restrictions on when the annual general meeting has to take place.

Yes. A Societas Europaea (SE) like Zalando is required by law to hold its annual general meeting within 6 months after the end of the fiscal year. Thus, the annual general meeting has to take place no later than June 30, 2020.

On April 24, 2020, the European Commission published a draft regulation which would allow for SE’s to postpone their annual general meetings until the end of 2020. To date, the regulation has not entered into force.

The Act on Measures in Corporate, Co-operative, Association, Foundation and Home Ownership Law to Combat the Effects of the COVID 19 Pandemic (Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der OVID-19-Pandemie – C19-AuswBekG), which allows German stock corporations to postpone their general meetings until the end of 2020, does not apply to the Societas Europaea.

7. How long in advance is the annual general meeting to be convened?

According to the C-19 AuswBekG the convocation deadline may be shortened to 21 days in 2020. Zalando SE has not made use of the possibility to shorten the convocation deadline. Pursuant to the articles of association of Zalando SE, the general meeting shall therefore be convened at least 36 days prior to the day of the general meeting itself; this period does not include the day of the general meeting.

8. Which functions does the Shareholder Portal offer?

  • Video and audio broadcasting of the entire annual general meeting
  • Exercising your voting rights by absentee voting
  • Exercising your voting rights by issuing a proxy and instructions to the proxies appointed by the company
  • Authorizing a third party to exercise your voting rights
  • Submitting questions until the end of June 20, 2020.
  • Raising of objections for the record (only on the day of the annual general meeting)
  • Viewing of documents (principally only on the day of the annual general meeting)

9. Where can shareholders find their access data for the Shareholder Portal?

Shareholders will receive their individual access data with the AGM ticket (AGM ticket number and password).

10. How can shareholders get new logins if they cannot find their access data?

New access data can be enquired by phone under +49 (0)89 889 6906-20 (Monday till Friday between 9 a.m and 5 p.m.) and by email under aktionaersportal2020@better-orange.de.

11. How and by when can shareholders ask questions?

Duly registered shareholders may submit their questions via the Shareholder Portal no later than two days prior to the general meeting, i.e. by the end of June 20, 2020, 24:00 hours (CEST).

12. How and until when/for how long can shareholders cast their votes by absentee voting and/or issue, change or revoke the power of attorney and instructions to the proxies of the company?

Absentee voting, the granting of a power of attorney and instructions to the proxies of the company and its change or revocation can be made by declaration to the company by post, email or fax by June 22, 2020, midnight (CEST).

Additionally, from June 2, 2020 until the commencement of voting on the day of the general meeting, electronic absentee voting as well as issuing, changing and revoking the power of attorney and instructions to the proxies of the company will be possible via the Shareholder Portal.

Further information on absentee voting and exercising voting rights by issuing power of attorney and instructions to the proxies of the company can be found in the invitation notice.

13. Where can shareholders view any counter-motions and election proposals?

Counter-motions and election proposals orderly received by the company at the latest by the end of June 8, 2020, 24:00 hours (CEST), subject to the further prerequisites of sections 126, 127 AktG, will be made accessible, including the name of the shareholder and – in the case of motions – the statement of reasons, on the company’s website immediately following receipt.

14. Are questions answered in advance and will the answers be made available to shareholders?

Questions submitted by shareholders before the end of June 20, 2020 via the shareholder portal will be answered at the general meeting.

15. Will names of those asking questions be stated as part of the Q&A process?

It is intended that the names of those asking the questions will generally be stated as part of the Q&A process. In this respect please note the further explanations on shareholders’ rights and on data protection in the invitation notice, on the website and in the Shareholder Portal.

16. In which language will the AGM be held?

The AGM will be held in German. A transmission with English translation will be available as well as a transmission in German Sign Language (DGS).

17. Can non-shareholders also follow the annual general meeting?

Non-shareholder cannot access the password protected Shareholder Portal. The speech of the Management Board will be broadcasted publicly on the website though.

18. Will the general meeting be available online afterwards?

The general meeting will not subsequently be available online. The speech of the Management Board will be made publicly available as in previous years.

19. How can members of the media attend the virtual general meeting?

Members of the media can register via press@zalando.com.