OUR SHAREHOLDERS AND STAKEHOLDERS
The Companies (Miscellaneous Reporting) Regulations 2018 (2018 MRR) require Directors to explain how they considered the interests of key stakeholders and the broader matters set out in Section 172(1) (a) to (f) of the Companies Act 2006 (S172) when performing their duty to promote the success of the Company under S172.
Decision-making
The Board delegates day-to-day management and decision-making to the Group Executive Team (GET) but maintains oversight of the Group’s performance and reserves to itself specific matters for approval, including significant new business initiatives. It monitors that management is acting in accordance with, and making progress on, the agreed Group strategy through regular Board meetings (supported by information packs received in advance to enable effective preparation and consequent discussion), monthly reporting of business performance, direct engagement with the GET and employee groups, and attendance by a Board member at the Joint Consultative Committee representing UK workforce views. Processes are in place to ensure that the Board receives all relevant information to enable it to make well-judged decisions in support of the Group’s long-term success.
The Board has regard to the following matters in its decision-making:
- the likely consequences of any decision on the long term
- the need to act fairly between members of the Company
- its environmental impact
- key stakeholders (including shareholders, customers, suppliers, communities and employees, with further details being provided in our Social section)
- maintaining a reputation for high standards of business conduct.
Decision
Context
Accelerate innovation capability
To support Zotefoams’ Expanding Beyond the Core growth strategy and strengthen the Group’s competitive position, £6.8m will be invested over the next three years in the following sites to develop innovation capability:
- A Global Innovation Hub in the UK providing state-of-the-art innovation facilities to serve as the global centre for breakthrough technologies and next-generation product development
- A Footwear Innovation Centre in South Korea to develop breakthrough foam technologies and place Zotefoams closer to key Asian customers and partners.
S Comer has been appointed as Zotefoams’ first Chief Strategy & Innovation Officer, expanding on his previous role as Group Strategy & Delivery Director. He will oversee the Innovation & Development team, the Results Delivery Office and corporate development, ensuring innovation is aligned with disciplined execution in support of the Group’s strategic priorities.
Decision
Stakeholder considerations
Accelerate innovation capability
Customers
The customer will be better served by enhanced global innovation capability. A Footwear Innovation Centre located in one of the world’s largest footwear innovation hubs will reduce the development cycles for key Asian customers and partners.
Employees
The new facilities will offer new career development opportunities for Zotefoams’ staff.
Shareholders
The investments position the Group strongly for the next phase of profitable growth.
Decision
Strategic actions supported by the Board
Accelerate innovation capability
Approval of a £6.8m investment.
Appointment of Chief Strategy & Innovation Officer.
Decision
Impact of these actions on the
long-term success of the Company
Accelerate innovation capability
These investments support the development of differentiated, higher‑value technologies, shorten innovation cycles for key customers and strengthen Zotefoams’ competitive positioning in structurally attractive growth markets. By aligning innovation capability with disciplined execution and strategic oversight, the Board believes this decision will enhance sustainable returns and long‑term shareholder value.
Decision
Context
Strategic partnership with Seoheung Co. Ltd. (“Seoheung”)
Following the decision to invest in a manufacturing facility in Vietnam, the Board approved the establishment of a strategic partnership in August 2025 with Seoheung, a footwear supply chain specialist with operations across Korea, Vietnam, Indonesia and China. The strategic partnership supports the construction and commissioning of the facility and provides access to deep regional manufacturing expertise.
Decision
Stakeholder considerations
Strategic partnership with Seoheung Co. Ltd. (“Seoheung”)
Factory partners
Collaborating with an experienced local footwear manufacturing partner with the support of dedicated leadership in Asia will help provide excellent quality, service and value to all our Tier 1 factory partners in the region.
Local community
As an experienced local manufacturer, Seoheung has over 30 years of market-specific expertise and a unique insight into working in Korea, Vietnam, Indonesia and China, offering business and cultural insights which will benefit Zotefoams’ interaction with the local community.
Decision
Strategic actions supported by the Board
Strategic partnership with Seoheung Co. Ltd. (“Seoheung”)
Strategic partnership
Decision
Impact of these actions on the
long-term success of the Company
Strategic partnership with Seoheung Co. Ltd. (“Seoheung”)
The strategic partnership significantly derisks the Vietnam investment from both a financial and operational perspective and is expected to accelerate ramp‑up, improve execution certainty and support high‑quality service to customers as volumes scale.
Decision
Context
Acquisition of Overseas Konstellation Company S.A. (“OKC”)
In November 2025, Zotefoams acquired the entire share capital of OKC, a leading producer of high-quality technical foams, headquartered in Anglesola, Spain for a total cash consideration of up to €36.0m. This strategic acquisition enhances Zotefoams' manufacturing footprint in continental Europe, broadens its product offering, and supports the company’s long-term growth strategy: Expanding Beyond the Core.
Decision
Stakeholder considerations
Acquisition of Overseas Konstellation Company S.A. (“OKC”)
Shareholders
At its Capital Markets Day in March 2025, Zotefoams outlined a strategy to expand beyond its core by moving up the value chain through organic growth and selective mergers and acquisitions, in addition to setting ambitious targets to exceed £300m in revenue and £60m in operating profit over the medium term. The acquisition of OKC directly supports the Group’s strategic priorities and enables potential future growth.
Customers
Zotefoams aims to evolve from a raw material supplier to a solutions provider by expanding its finishing and machining capabilities. OKC’s finishing and fabrication capabilities, including die‑cutting, precision forming and multi‑layer lamination, enable Zotefoams to offer higher-value, customer-specific foam solutions rather than raw material supply alone.
Environment
OKC has developed early‑stage technical capabilities and know‑how in the recycling of cross‑linked foam materials. While these technologies are not yet industrialised, they represent a promising development pathway that aligns with the Group’s long‑term sustainability ambitions.
The Board considered the potential for these capabilities, over time, to support increased recycled content across a range of Zotefoams' products, subject to further technical development, economic viability and regulatory acceptance. The acquisition provides Zotefoams with additional expertise and optionality to explore circular solutions in foam materials as part of its broader environmental strategy.
Decision
Strategic actions supported by the Board
Acquisition of Overseas Konstellation Company S.A. (“OKC”)
Approval of the acquisition of OKC’s entire share capital.
Decision
Impact of these actions on the
long-term success of the Company
Acquisition of Overseas Konstellation Company S.A. (“OKC”)
The acquisition of OKC aligns closely with our growth ambitions, by adding differentiated capabilities, strengthening customer relationships and establishing a broader European manufacturing footprint, supporting sustainable and profitable growth.