Reports

pursuant to Article 19 (1) of the Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC:

(1) Tomasz Suchański (Group Chief Executive Officer (CEO)), Executive Director, President of the Management Committee);

(2) Tomasz Blicharski (Group Chief Strategy & Development Officer, member of the Management Committee);

(3) Adam Manikowski (Managing Director - Żabka Polska, member of the Management Committee);

(4) Jolanta Bańczerowska (Group Chief People Officer, member of the Management Committee);

(5) Anna Grabowska (Managing Director - Zabka International, member of the Management Committee);

(6) Marta Wrochna-Łastowska (Group Chief Financial Officer, member of the Management Committee);
and
(7) Wojciech Krok (Managing Director - Żabka Future, member of the Management Committee).

The above Notifications pertain to financial instruments related to Company shares granted under the Company’s long term incentive plan for the years 2025-2027 (“LTIP 2025-2027”) to members of the Management Committee, including the executive director - Group Chief Executive Officer (CEO). The Company announced its intention to introduce a long-term incentive plan in the prospectus prepared for the purposes of the initial public offering of the Company’s shares and the admission of the Company’s shares to trading on a regulated market, published on 1 October 2024.

Under the LTIP 2025-2027, the Company has granted the above-mentioned individuals a conditional award in the form of Performance Stock Units entitling them to acquire shares in the Company (the “PSUs”), subject to the fulfillment of certain conditions, in particular the fulfillment of specific financial and non-financial targets. The final number of Company shares offered for acquisition will depend, in particular, on the level of fulfillment of targets set by the Company’s Board of Directors based on the following criteria: (i) EBIDTA growth; (ii) growth in sales to end customers; and (iii) the ESG index developed for the LTIP 2025-2027.

Entitlement to PSUs will be accrued gradually over the course of the LTIP 2025-2027 on a cumulative basis, 1/3 at the end of each calendar year. A portion of the Company’s shares under the performance share unit award will be delivered to participants without deferral after the vesting date (after announcement of the final approved financial statements for a given year), and the delivery of some of the shares may be postponed for one or two years, provided that all shares to which the rights have been acquired will be delivered after the announcement of the final approved financial statements for 2027. The deferred shares may be reduced to as low as zero, depending on the level of fulfillment of targets in subsequent years of the plan.

In connection with the implementation of the LTIP 2025-2027 for the benefit of all participants (including the persons indicated above), the Company assumes an aggregate dilution of the total number of Company shares of approximately 2% between 2026 and 2028, assuming that the objectives described in the Company’s prospectus are met, with the majority of the dilution expected in 2028.

The Notifications are attached to this report.

with Żabka Polska Sp. z o.o. (“ZP”) as second issuer, Bank Polska Kasa Opieki S.A. as arranger and dealer, Powszechna Kasa Oszczędności Bank Polska S.A. as arranger and dealer, Santander Bank Polska S.A. as arranger, dealer and ESG coordinator and Trigon Dom Maklerski S.A. as dealer.

Under the Bond Issue Programme, concluded for an undefined period of time, the Company and ZP may issue independently the bonds governed by Polish law (“Bonds”) up to the aggregate joint maximum amount of PLN 1,000,000,000. The net proceeds of Bonds issuances may be used for the general corporate purposes of the companies of the Żabka Group. The purpose of launching the Bond Issue Programme is to diversify and improve the efficiency of the Group's financing sources. In connection with the Bond Issue Programme, the Group does not plan to increase its net debt.

The Bonds will be secured with a guarantee (poręczenie) to be issued separately for each series of bonds by ZP (in case of bonds issued by the Company) and by the Company (in case of bonds issued by ZP).

The Programme will allow for the issuance of plain vanilla Bonds and sustainability-linked Bonds. The Bonds may bear a floating or a fixed interest rate. The Bonds maturity will be no shorter than one (1) year and no longer than six (6) years. The final parameters of each series of Bonds will be determined at a future date in particular in the book-building process.

The Bonds will be registered in the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.) and the Company and ZP will apply for introduction of the bonds to the alternative trading system (Alternatywny System Obrotu, ASO) organised by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

The Bonds will be offered solely to qualified investors (as definied in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”)) in accordance with Article 33 point 1 of the Polish Act on Bonds (Ustawa o obligacjach, Journal of Laws of 2024, item 708, as amended), without the obligation to publish a prospectus under Article 1 sec. 4 (a) of the Prospectus Regulation.

1. Annual reports for 2024:
   1. Standalone annual report for the 12-month period ended 31 December 2024 – 24 March 2025;
   2. Consolidated annual report for the 12-month period ended 31 December 2024 – 24 March 2025;
2. Consolidated semi-annual report for the 6-month period ended 30 June 2025 – 5 August 2025.

The Company informs that, in accordance with the provisions of Luxembourg law applicable to the Company, the Company will not publish consolidated quarterly reports including interim condensed consolidated financial statements for the period of 3 months ended 31 March 2025 and for the period of 9 months ended 30 September 2025.

Instead, for the first and third calendar quarters of 2025, the Company will release selected historical consolidated financial information (in the form of a current report) and a business update (in the form of a presentation and supporting press release). These documents will be publicly available on the Group's investor relations page at https://zabkagroup.com/investors/#reports and will be published as follows:

1. documents including the data for the period of 3 months ended 31 March 2025 –12 May 2025;
2. documents including the data for the period of 9 months ended 30 September 2025 – 28 October 2025.

The Company further informs that it will not publish consolidated quarterly reports for Q4 2024 and Q2 2025.

Pursuant to the Annex, the Facilities Agreement was amended in particular with regard to: 

1. limitation of the collateral catalog to (a) pledges established on shares of direct subsidiaries of the Issuer and shares of Żabka Automatic Logistics sp. z o.o., and (b) guarantees provided by direct subsidiaries of the Issuer and other material subsidiaries;
2. removal of restrictions on, among other things, transfer of funds and disposal of assets between members of the Issuer's capital group (the "Group");
3. allowing Group members to issue unsecured bonds up to a total amount of PLN 1,000,000,000 within the existing limits of indebtedness; and
4. change of the interest rate on the financing under the Facilities Agreement by reducing the facilities margin by 75 bps, which, taking into account the earlier decrease of the margin from 17 October 2024 by an additional 25 bps in connection with the admission of the Company's shares to trading on the Warsaw Stock Exchange, results in a total decrease of 100 bps of the facilities margin.

The Annex also amended other provisions of the Facilities Agreement that do not significantly affect its general terms but, among other things, adjust the content of the Facilities Agreement to the situation and the Company's current needs.

The amendments to the Facilities Agreement referred to above entered into force on the date of execution of the Annex.

by the Luxembourg Commission de Surveillance du Secteur Financier on 1 October 2024 (the “Prospectus”), information on the last stabilisation actions undertaken by the Stabilising Manager with respect to the Company’s shares listed on the regulated market operated by the Warsaw Stock Exchange. To this end the Company was notified that the Stabilisation Manager will not exercise the over-allotment option and, accordingly, 45,000,000 shares in the Company will be returned. The full information from the Stabilising Manager is attached to this report.

Legal basis of the report: Article 6.2 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures.

by the Luxembourg Commission de Surveillance du Secteur Financier on 1 October 2024 (the “Prospectus), information on the stabilisation actions undertaken by the Stabilising Manager with respect to the Company’s shares listed on the regulated market operated by the Warsaw Stock Exchange in the period of 24-30 October 2024. The information from the Stabilising Manager is attached to this report.

Legal basis of the report: Article 6.2 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures.

and the act of 29 July 2005 on public offering and the conditions for introducing financial instruments to the organized trading system and public companies (as amended) hereby informs that the Company’s home Member State within the meaning of the above-mentioned regulations is the Grand Dutchy of Luxembourg.

Zabka Group, a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B263068 (the “Company”) confirms that as of 17 October 2024 the issued share capital and voting rights of the Company are as set out below.

The Company’s issued share capital consists of one billion (1,000,000,000) shares without nominal value with voting rights of one vote per share. There are no shares held by the Company in treasury.

Shareholders may use the above one billion (1,000,000,000) total voting rights number as the denominator for the calculation by which they will determine if they are required to notify their interest in the Company under the Luxembourg Transparency Law.

by the Luxembourg Commission de Surveillance du Secteur Financier on 1 October 2024 (the “Prospectus), information on the stabilisation actions undertaken by the Stabilising Manager with respect to the Company’s shares listed on the regulated market operated by the Warsaw Stock Exchange in the period of 17-23 October 2024. The information from the Stabilising Manager is attached to this report.

Legal basis of the report: Article 6.2 of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures.

and the admission and introduction of 1,000,000,000 ordinary shares without a nominal value to trading on the regulated (main) market of the Warsaw Stock Exchange as further described in the prospectus dated 1 October 2024 (the “Prospectus”), the following table reflects the shareholding structure of Zabka Group (the “Company”) as at the date hereof.