Annual general meeting 2024 - FAQ

Here you will find the answers to the most frequently asked questions in connection with the virtual general meeting.

When and where will the Annual General Meeting 2024 take place?

The annual general meeting will take place on Friday, May 17, 2024, 10:00 hours (CEST), as a virtual general meeting without the physical presence of the shareholders or their authorized representatives (with the exception of the proxies appointed by the company). The venue of the general meeting within the meaning of the German Stock Corporation Act (Aktiengesetz) is the corporate headquarters of Zalando SE, Valeska-Gert-Straße 5, 10243 Berlin. The physical presence of the shareholders and their authorized representatives (with the exception of the proxies appointed by the company) at the venue of the general meeting is not permitted.

Duly registered shareholders or their authorized representatives may follow the entire general meeting via the company’s online AGM Portal at https://zalando.linkmarketservices.eu live, in audio and video.

On what basis will the annual general meeting be held as a virtual general meeting this year?

The Management Board of Zalando SE, exercising the authorization granted to it pursuant to § 16a of Zalando SE’s Articles of Association, has decided to hold the general meeting as a virtual general meeting pursuant to Section 118a AktG without the physical presence of the shareholders or their authorized representatives.
How can shareholders and/or their authorized representatives follow the annual general meeting?

Duly registered shareholders or their authorized representatives may follow the general meeting on May 17, 2024 in full length live in audio and video from 10:00 hours (CEST) via the company’s AGM portal at https://zalando.linkmarketservices.eu. To be able to use the AGM portal, shareholders must log in with the individual access data (access code and password) that they receive with their AGM ticket. The AGM portal will be available from April 26, 2024.

Is it possible to follow the general meeting without accessing the AGM portal?

No. Duly registered shareholders or their authorized representatives may follow the entire general meeting only via the AGM portal. However, the speech of the Management Board will be publicly available on the website https://corporate.zalando.com/en/investor-relations/events/annual-general-meeting/annual-general-meeting-2024.

May shareholders and/or their authorized representatives be present at the venue of the general meeting?

No. It is not possible to attend at the venue of the general meeting. We kindly ask you to exercise your voting rights by absentee voting or by granting authorization and issuing instructions to the proxies appointed by the company and to use our AGM portal to exercise further shareholder rights.

Which functions does the AGM portal offer?

• Video and audio broadcasting of the entire general meeting
• Exercising your voting rights by absentee voting
• Exercising your voting rights by granting authorization and issuing instructions to the proxies appointed by the company
• Authorizing a third party to exercise your voting rights and other rights
• Submitting statements in text form or as a video message until the end of May 11, 2024, 24:00 hours (CEST)
• Publication of statements in text form or as a video message at the latest from May 12, 2024, 24:00 hours (CEST)
• Exercising the right to information, put forward motions and speak (only on the day of the general meeting)
• Declaring objections against resolutions of the general meeting to the minutes of the notary (only on the day of the general meeting)
• Display of documents (principally only on the day of the general meeting)

Where can shareholders find their access data to the AGM portal?

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

Where can the authorized representatives of the shareholders find their access data to the AGM portal?

Authorized representatives will receive their individual access data either directly from the company or from the respective grantor of the authorization.

How can shareholders or their authorized representatives get new logins if they cannot find their access data?

New access data can be enquired by phone at +49 89 8896906 610 (Monday to Friday between 9 am and 5 pm (CEST)) and by email at aktionaersportal2024@linkmarketservices.eu.

How and for how long can shareholders or their authorized representatives submit statements in text form or as a video message?

Duly registered shareholders or their authorized representatives have the opportunity to submit statements in text form or as a video message via the AGM portal until the end of May 11, 2024, 24:00 hours (CEST) (time of receipt) at the latest.

How and for how long can shareholders or their authorized representatives cast their votes by absentee voting or by granting authorization and issuing instructions to the proxies appointed by the company or amend or revoke the absentee voting already cast or the authorization and instructions to the proxies appointed by the Company?

Absentee voting and their amendment or revocation may be made by declaration to the Company by regular mail, the granting of an authorization and issuing of instructions to the proxies appointed by the Company and their amendment or revocation may be made by declaration to the Company by regular mail or by e-mail until May 16, 2024, 24:00 hours (CEST) (time of receipt).

In addition, the electronic absentee voting, the granting of authorization and issuing of instructions to the proxies appointed by the Company and their amendment or revocation via the AGM portal will be possible from April 26, 2024 until the time determined by the chairperson of the meeting as part of the voting on the day of the general meeting.

Further information on absentee voting and the exercise of voting rights by granting authorization and issuing instructions to the proxies appointed by the Company can be found in the invitation to the annual general meeting.

How and where can shareholders view any countermotions and nominations?

Countermotions and nominations duly received by the Company by the end of May 2, 2024, 24:00 hours (CEST) at the latest, will be made available without delay after their receipt, subject to the further requirements of Sections 126, 127 of the German Stock Corporation Act (AktG), including the names of the respective shareholders and - in case of motions - the reasons, on the website of the Company at https://corporate.zalando.com/en/investor-relations/events/annual-general-meeting/annual-general-meeting-2024.

How can shareholders or their authorized representatives exercise their right to information, put forward motions and speak?

Duly registered shareholders or their authorized representatives who are connected to the general meeting by electronic means have the right to speak at the general meeting via video communication. Motions and nominations pursuant to Section 118a (1) sentence 2 no. 3 AktG and a request for information in accordance with Section 131 (1) AktG may form part of the speech. It is intended that the chairperson of the general meeting will stipulate at the general meeting that the aforementioned right to information under Section 131 (1) AktG may be exercised at the general meeting exclusively by way of video communication, i.e., in the context of speeches. No other submission of questions by electronic or other means of communication is provided for either before or during the general meeting.

Speeches can be registered from the beginning of the general meeting via the AGM Portal accessible at the internet address https://zalando.linkmarketservices.eu. The chairperson of the general meeting will explain the procedure for requesting to speak and speaking at the general meeting.

Exercising the right to speak by means of video communication requires an internet-ready device with a camera, speaker or headphones and a microphone, along with a stable internet connection. The company reserves the right to check the functionality of the video communication between shareholders or their authorized representatives, on the one side, and the company, on the other, during the general meeting and before a speech and to decline the speech if this functionality cannot be ensured.

Will the names of those shareholders or their authorized representatives who speak at the general meeting be mentioned at the general meeting?

The names of those shareholders or their authorized representatives who speak at the general meeting will be mentioned at the general meeting. The mention of names cannot be waived. Please also note the information on data protection at https://corporate.zalando.com/en/investor-relations/events/annual-general-meeting/annual-general-meeting-2024.

In which language will the general meeting be held?

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

Can non-shareholders also follow the annual general meeting?

Non-shareholders cannot access the password protected AGM portal. The speech of the Management Board will be broadcasted publicly on the website though.

Will the general meeting be available online afterwards?

No. However, the speech of the Management Board will be made publicly available as in previous years.

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

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