Zalando – AGM 23 June 2020
General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.
Items 5a) and 5b): Ernst & Young, Berlin, is proposed as auditor for the current financial year and for a review of additional interim financial information in financial year 2021 until the next AGM. We have no concerns over the ratio of non-audit/audit fees. However, we note that Ernst & Young has audited the Company since the financial year 2010 which we consider the maximum acceptable term of office. We therefore recommend opposing the re-election of Ernst & Young as auditor.
Item 6a): We recommend to oppose the election of Jennifer Hyman to the Supervisory Board due to concerns over aggregate time commitments.
Item 10: We recommend to oppose the creation of a new Authorised Capital 2020 as the total shares issued while disapplying preemptive rights under the proposed and all existing authorisations may reach up to 20% of the share capital which exceeds our guidelines.
Item 11: We recommend to oppose the authorisation to issue convertible bonds and bonds with warrants and the creation of a new Conditional Capital 2020 as the total shares issued while disapplying preemptive rights under the proposed and all existing authorisations may reach up to 20% of the share capital which exceeds our guidelines.
Zalando is an e-commerce group based in Germany. Co. is engaged in the online retailing of clothing, shoes and accessories for women, men and children. Co.'s product offering include more than 1,500 brands, including global and local brands, as well as private labels, including shoes, clothing and accessores as well as sportswear and homeware designed especially for the Co. The Co.'s product offering is complimented by the Zalando Lounge and Zalon apps, which provides registered members special offers at discounted prices. Co. also provides a combination of services that include free delivery and returns.
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