MYTE MYT Netherlands Parent BV

 

As filed with the Securities and Exchange Commission on March 10, 2025

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MYT NETHERLANDS PARENT B.V.

(Exact name of registrant as specified in its charter)

 

 

The Netherlands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Einsteinring 9
85609 Aschheim/Munich
Germany
+49 89 127695-614

(Address of principal executive offices)

 

Second Amended and Restated MYT Netherlands Parent B.V.
2023 Omnibus Incentive Compensation Plan

(Full title of the plans)

 

Mytheresa US Services Inc.
44 West 37th Street, 4th Floor
New York, NY 10018
+49 (89) 127695-148
(Name and address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Roger W. Bivans
Baker & McKenzie LLP
1900 North Pearl Street, Suite 1500
Dallas, Texas 75201
(214) 978-3000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		¨
				Emerging growth company		x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by MYT Netherlands Parent B.V. (the “Company”) relating to ordinary shares, nominal value €0.000015 per share (“Ordinary Shares”), of which (i) 10,867,773 Ordinary Shares are issuable under the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (the “Plan”), and (ii) 2,615,570 Ordinary Shares, which have been previously issued and are “restricted securities,” and 10,475,800 Ordinary Shares, which are previously registered and “control securities,” in each case issued or issuable under the Plan, are being offered by the selling shareholders pursuant to the Reoffer Prospectus described below. The Ordinary Shares offered hereby may be represented by the Company’s American Depositary Shares (“ADSs”), each of which currently represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares offered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-252029)

 

This Registration Statement includes a prospectus (the “Reoffer Prospectus”) prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form F-3. This Reoffer Prospectus may be used for the reoffer and resale of Reoffer Shares (as defined below), which may or may not be represented by ADSs, on a continuous or delayed basis that may be deemed to be “restricted securities” or “control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, that are issuable to certain of our managing directors identified in the Reoffer Prospectus. The number of Reoffer Shares included in the Reoffer Prospectus represents Reoffer Shares issued or issuable to the selling shareholders pursuant to the Plan granted to the selling shareholders and does not necessarily represent a present intention to sell any or all such Reoffer Shares.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

 

Item 1. Plan Information.

 

The document(s) containing the information specified in Part I of the Registration Statement will be sent or given to the participants as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 2. Registrant Information and Employee Plan Annual Information.

 

The written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the Plan covered by this Registration Statement pursuant to Rule 428(b) of the Securities Act. In accordance with the rules and regulations of the SEC and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

 

 

MYT Netherlands Parent B.V.

13,091,370 Reoffer Shares Offered by Selling Shareholders

 

This reoffer prospectus (“Reoffer Prospectus”) relates to the offer and sale from time to time by the selling shareholders named in this Reoffer Prospectus (the “Selling Shareholders”), or their permitted transferees, of up to 13,091,370 ordinary shares (“Reoffer Shares”) issued or issuable by MYT Netherlands Parent B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Company”). The Reoffer Shares offered hereby may or may not be represented by the Company’s American Depositary Shares (“ADSs”), each of which currently represents one Reoffer Share. ADSs issuable upon deposit of the Reoffer Shares offered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-252029). If, subsequent to the date of this Reoffer Prospectus, we grant or deliver additional Reoffer Shares to the Selling Shareholders or to other participants under the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (the “Plan”), we may supplement this Reoffer Prospectus to reflect such additional Reoffer Shares to the Selling Shareholders and/or the names of such Plan participants and the number of shares to be reoffered by them under the Plan. We are not offering any Reoffer Shares and will not receive any proceeds from the sale of Reoffer Shares by the Selling Shareholders pursuant to this Reoffer Prospectus. The Selling Shareholders are certain of our managing directors, each of whom may be considered an “affiliate” of our company (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)).

 

Subject to the satisfaction of any conditions to vesting of the Reoffer Shares offered hereby pursuant to the terms of the relevant award agreement, the Selling Shareholders may from time to time sell, transfer or otherwise dispose of any or all of the Reoffer Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. If underwriters or dealers are used to sell the Reoffer Shares, we will name them and describe their compensation in a prospectus supplement. The Reoffer Shares may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices. We do not know when or in what amount the Selling Shareholders may offer Reoffer Shares for sale. The Selling Shareholders may sell any, all or none of the Reoffer Shares offered by this Reoffer Prospectus. See “Plan of Distribution” beginning on page 4 for more information about how the Selling Shareholders may sell or dispose of the Reoffer Shares covered by this Reoffer Prospectus. The Selling Shareholders will bear all sales commissions and similar expenses. We will bear all expenses of registration incurred in connection with this offering, including any other expenses incurred by us in connection with the registration and offering that are not borne by the Selling Shareholders.

 

Reoffer Shares that will be issued pursuant to restricted share units granted to Selling Shareholders will be “restricted securities” and/or “control securities” under the Securities Act before their sale under this Reoffer Prospectus. This Reoffer Prospectus has been prepared for the purposes of registering the Reoffer Shares under the Securities Act to allow for future sales by Selling Shareholders on a continuous or delayed basis to the public without restriction.

 

The Reoffer Shares are currently listed on the New York Stock Exchange (the “NYSE”) and traded under the symbol “MYTE.” On March 4, 2025, the last reported sales price of the Reoffer Shares on the NYSE was $10.62 per share.

 

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements for this Reoffer Prospectus and for future filings.

 

INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 2 OF THIS REOFFER PROSPECTUS, AND SUCH RISKS AND THE “CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS” ON PAGE IV OF THIS REOFFER PROSPECTUS SHOULD BE REVIEWED CAREFULLY.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this Reoffer Prospectus or determined if this Reoffer Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Reoffer Prospectus is March 10, 2025

 

 

TABLE OF CONTENTS

 

ABOUT THIS REOFFER PROSPECTUS	II
WHERE YOU CAN FIND MORE INFORMATION	II
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	III
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	III
SUMMARY OF THE PROSPECTUS	1
RISK FACTORS	2
DETERMINATION OF OFFERING PRICE	2
USE OF PROCEEDS	2
SELLING SHAREHOLDERS	2
PLAN OF DISTRIBUTION	4
LEGAL MATTERS	5

 

You should rely only on the information contained in this Reoffer Prospectus. No one has been authorized to provide you with information that is different from that contained in this Reoffer Prospectus. If anyone provides you with different or inconsistent information, you should not rely on it.

 

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this Reoffer Prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about, and to observe, any restrictions relating to this offering and the distribution of this Reoffer Prospectus.

 

 

ABOUT THIS REOFFER PROSPECTUS

 

This Reoffer Prospectus contains important information you should know before investing, including important information about the Company and the securities being offered. You should carefully read this Reoffer Prospectus, as well as the additional information contained in the documents described under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this Reoffer Prospectus, and in particular the periodic and current reporting documents we file with the Securities and Exchange Commission (the “SEC”). This Reoffer Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

 

This Reoffer Prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this Reoffer Prospectus is accurate as of any date other than that date or as of any earlier date specified, including in any information incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed a Registration Statement on Form S-8 (the “Registration Statement”), including exhibits, under the Securities Act, with respect to the Ordinary Shares offered by this Reoffer Prospectus. This Reoffer Prospectus does not contain all of the information included in the Registration Statement. For further information pertaining to us and our securities, you should refer to the Registration Statement and its exhibits.

 

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to foreign private issuers. Accordingly, we are required to file or furnish reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. Our filings with the SEC are available to the public through the SEC’s website at https://www.sec.gov.

 

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal and Selling Shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

We maintain a corporate website at https://investors.mytheresa.com. Except for the SEC filings expressly incorporated by reference under “Incorporation of Certain Information by Reference” in this Reoffer Prospectus, information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Reoffer Prospectus.

 

 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

The following documents, previously filed by the Company with the SEC, are incorporated by reference in the Registration Statement of which this Reoffer Prospectus forms a part:

 

(a) The Company’s Annual Report on Form 20-F (File No. 001-39880) for the year ended June 30, 2024, filed with SEC on September 12, 2024, and amended on October 7, 2024;

 

(b) The Company’s Current Reports on Form 6-K filed on November 19, 2024 (Exhibit 99.1 only) and February 11, 2025 (Exhibit 99.1 only); and

 

(c) The description of the Ordinary Shares contained in the Company’s registration statement on Form 8-A (File No. 001-39880) filed with the SEC on January 12, 2021, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including the description of the Ordinary shares included under the heading “Description of Share Capital and Articles of Association” in the Company’s Registration Statement on Form F-1 (333-251765), as originally filed with the Securities and Exchange Commission on December 28, 2020, as amended from time to time.

 

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of the Registration Statement of which this Reoffer Prospectus forms a part, but prior to the filing of a post-effective amendment to this Registration Statement of which this Reoffer Prospectus forms a part that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Reoffer Prospectus and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Reoffer Prospectus.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

 

The Company undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Reoffer Prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this Reoffer Prospectus but not delivered with this Reoffer Prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this Reoffer Prospectus incorporates.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Reoffer Prospectus includes forward-looking statements. within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to financing activities; future sales, expenses, and profitability; future development and expected growth of our business and industry; our ability to execute our business model and our business strategy; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; and projected capital spending. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below.

 

 

We undertake no obligation to update any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

 

The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

 

You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made.

 

Further information on these and other factors that could affect our financial results is included in filings we make with the U.S. Securities and Exchange Commission (“SEC”) from time to time, including the section titled “Risk Factors” included in the Form 20-F filed on September 12, 2024.  These documents are available on the SEC’s website at www.sec.gov and on the SEC Filings section of the Investor Relations section of our website at: https://investors.mytheresa.com.

 

 

 

RISK FACTORS

 

Investing in shares of the Reoffer Shares involves a high degree of risk. Investors should carefully consider the risks we have described under “Risk Factors” in our Annual Report on Form 20-F for the year ended June 30, 2024, together with all the other information appearing in or incorporated by reference into this Reoffer Prospectus, before deciding to invest in the Reoffer Shares. If any of the events or developments we have described occur, our business, financial condition, or results of operations could be materially or adversely affected. As a result, the market price of the Reoffer Shares could decline, and investors could lose all or part of their investment. The risks and uncertainties we have described are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

 

The risks we have described also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

 

DETERMINATION OF OFFERING PRICE

 

The Selling Shareholders will determine at what price they may sell the offered Reoffer Shares, which may or may not be represented by ADSs, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the Reoffer Shares by the Selling Shareholders.

 

DESCRIPTION OF SECURITIES

 

Not applicable.

 

SELLING SHAREHOLDERS

 

The table below sets forth information concerning the resale of the Reoffer Shares by the Selling Shareholders. We will not receive any proceeds from the resale of the Reoffer Shares by the Selling Shareholders.

 

The table below sets forth, as of March 4, 2025 (the “Determination Date”): (i) the name of each person who is offering the resale of Reoffer Shares by this Reoffer Prospectus; (ii) the number of Reoffer Shares that each Selling Shareholder may offer for sale from time to time pursuant to this Reoffer Prospectus, whether or not such Selling Shareholder has a present intention to do so; and (iii) the number of shares (and the percentage, if 1% or more) of Reoffer Shares each person will own after the offering, assuming they sell all of the shares offered. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power. Unless otherwise indicated, the address for each Selling Shareholder listed in the table below is c/o Mytheresa, Einsteinring 9, 85609 Aschheim/Munich, Germany.

 

The Selling Shareholders identified below may have sold, transferred or otherwise disposed of some or all of their Reoffer Shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning the Selling Shareholders may change from time to time and, if necessary, we will amend or supplement this Reoffer Prospectus accordingly. We cannot give an estimate as to the number of Reoffer Shares that will actually be held by the Selling Shareholders upon termination of this offering because the Selling Shareholders may offer some or all of their Reoffer Shares under the offering contemplated by this Reoffer Prospectus or acquire additional Reoffer Shares. The total number of Reoffer Shares that may be sold hereunder will not exceed the number of Reoffer Shares offered hereby. Please read the section entitled “Plan of Distribution” in this Reoffer Prospectus.

 

 

Selling Shareholder		Position with Company		Reoffer Shares Beneficially Owned Prior to this Offering (1)			Reoffer Shares Offered for Resale in this Offering				Reoffer Shares Beneficially Owned After this Offering(2)			Percentage of Reoffer Shares Beneficially Owned After this Offering (1)(2)
Michael Kliger		Chief Executive Officer			3,988,584			7,747,077	(3)			—		*
Martin Beer		Chief Financial Officer			1,335,009			2,565,783	(4)			—		*
Sebastian Dietzmann		Chief Operating Officer			747,686			1,701,877	(5)			—		*
Gareth Locke		Chief Growth Officer			424,680			973,893	(6)			—		*
Amber Pepper		Chief Customer Experience Officer			—			102,740	(7)			—		*

 

 

*     Less than 1%

 

(1)	Beneficial ownership and the percentage of Reoffer Shares beneficially owned is computed on the basis of 85,265,962 shares outstanding as of the Determination Date and determined in accordance with the rules and regulations of the SEC.
(2)	Assumes that all of the Reoffer Shares held by each Selling Shareholder and being offered under this Reoffer Prospectus are sold, and that no Selling Shareholder will acquire additional Reoffer Shares before the completion of this offering.
(3)	Represents 7,747,077 shares issued or issuable, including restricted share units, phantom shares, and shares issuable underlying vested and unvested options.
(4)	Represents 2,565,783 shares issued or issuable, including restricted share units, phantom shares, and shares issuable underlying vested and unvested options.
(5)	Represents 1,701,877 shares issued or issuable, including restricted share units, phantom shares, and shares issuable underlying vested and unvested options.
(6)	Represents 973,893 shares issued or issuable, including restricted share units, phantom shares, and shares issuable underlying vested and unvested options.
(7)	Consists of 102,740 restricted share units.

 

Other Material Relationships with the Selling Shareholders

 

Indemnification Agreements

 

Members of our management and supervisory boards have the benefit of the following indemnification provisions in our articles of association:

 

Current and former management and supervisory board members shall be indemnified for all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person (including for any prior acts) by reason of the fact that such person was or is made or is threatened to be made a party or is otherwise involved in a proceeding by reason of the fact that he or she (or a legal entity for whom he or she) is or was a managing director or supervisory director.

 

There shall be no entitlement to indemnification as referred to above if and to the extent that:

 

	·	a Dutch court or, in the event of arbitration, an arbitrator has established in a final and conclusive decision that such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to us unless the court or, in the case of arbitration, the arbitrator shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court or arbitrator, as applicable, deem proper;
	·	the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss (or indicated to do so); or
	·	in relation to proceedings brought by a former management and supervisory board member against us, except for a proceeding which has been approved by the supervisory board.

 

Upon application of such supervisory director or managing director, we are required to pay, in advance of a final disposition of any such proceeding described above, expenses (including attorneys’ fees) incurred by a current or former supervisory director or current or former managing director in defending such proceeding, provided that we shall have received an undertaking by or on behalf of such current or former supervisory director or current or former managing director to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by us.

 

 

We provide directors’ and officers’ liability insurance for the members of our Management and Supervisory Boards against civil liabilities, which they may incur in connection with their activities on behalf of our company. We intend to expand our insurance coverage against such liabilities, including by providing for coverage against liabilities under the Securities Act.

 

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of our Management Board, members of our Supervisory Board, executive officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

PLAN OF DISTRIBUTION

 

The Reoffer Shares covered by this Reoffer Prospectus are being registered by the Company for the account of the Selling Shareholders. The Reoffer Shares offered, which may or may not be represented by ADSs, may be sold from time to time directly by or on behalf of each Selling Shareholder in one or more transactions on the NYSE or any other stock exchange on which the Reoffer Shares may be listed at the time of sale, in privately negotiated transactions, or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed) or at negotiated prices. The Selling Shareholders may from time to time sell, transfer or otherwise dispose of any or all of the Reoffer Shares covered by this Reoffer Prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers or agents. Such underwriters or dealers may receive compensation in the form of commissions, discounts or concessions from the Selling Shareholders and/or purchasers of the shares or both. Such compensation as to a particular underwriter, broker or dealer may be in excess of customary commissions.

 

In connection with their sales, a Selling Shareholder and any participating underwriter or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of shares may be deemed to be underwriting discounts and commissions under the Securities Act. We are bearing all costs relating to the registration of the Reoffer Shares. Any commissions or other fees payable to underwriters or dealers in connection with any sale of the shares will be borne by the Selling Shareholders or other party selling such shares. Sales of the Reoffer Shares must be made by the Selling Shareholders in compliance with all applicable state and federal securities laws and regulations, including the Securities Act. In addition to any shares sold hereunder, Selling Shareholders may sell Reoffer Shares in compliance with Rule 144, if available. There is no assurance that the Selling Shareholders will sell all or a portion of the Reoffer Shares offered hereby. The Selling Shareholders may agree to indemnify any underwriter, broker, dealer or agent that participates in transactions involving sales of the Reoffer Shares against certain liabilities in connection with the offering of the Reoffer Shares arising under the Securities Act. We have notified the Selling Shareholders of the need to deliver a copy of this Reoffer Prospectus in connection with any sale of the Reoffer Shares.

 

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Reoffer Shares and activities of the Selling Shareholders, which may limit the timing of purchases and sales of any of the Reoffer Shares by the Selling Shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Reoffer Shares to engage in passive market-making activities with respect to the Reoffer Shares. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of Reoffer Shares in the secondary market. All of the foregoing may affect the marketability of the Reoffer Shares and the ability of any person or entity to engage in market-making activities with respect to the Reoffer Shares.

 

Once sold under the registration statement of which this Reoffer Prospectus forms a part, the Reoffer Shares will be freely tradable in the hands of persons other than our affiliates.

 

 

LEGAL MATTERS

 

The validity of the Reoffer Shares with respect to Dutch law and certain other matters of Dutch law will be passed upon for us by Baker & McKenzie Amsterdam N.V., our Dutch counsel.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents, previously filed by the Company with the SEC, are incorporated by reference in the Registration Statement of which this Reoffer Prospectus forms a part:

 

(a) The Company’s Annual Report on Form 20-F (File No. 001-39880) for the year ended June 30, 2024, filed with SEC on September 12, 2024, and amended on October 7, 2024;

 

(b) The Company’s Current Reports on Form 6-K filed on November 19, 2024 (Exhibit 99.1 only) and February 11, 2025 (Exhibit 99.1 only); and

 

(c) The description of the Ordinary Shares contained in the Company’s registration statement on Form 8-A (File No. 001-39880) filed with the SEC on January 12, 2021, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including the description of the Ordinary shares included under the heading “Description of Share Capital and Articles of Association” in the Company’s Registration Statement on Form F-1 (333-251765), as originally filed with the Securities and Exchange Commission on December 28, 2020, as amended from time to time.

 

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the date of the Registration Statement of which this Reoffer Prospectus forms a part, but prior to the filing of a post-effective amendment to this Registration Statement of which this Reoffer Prospectus forms a part that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Reoffer Prospectus and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Reoffer Prospectus.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Reoffer Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Reoffer Prospectus.

 

The Company undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Reoffer Prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this Reoffer Prospectus but not delivered with this Reoffer Prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this Reoffer Prospectus incorporates.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The Company is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands.

 

Members of our management and supervisory boards have the benefit of the following indemnification provisions in our articles of association:

 

Current and former management and supervisory board members shall be indemnified for all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person (including for any prior acts) by reason of the fact that such person was or is made or is threatened to be made a party or is otherwise involved in a proceeding by reason of the fact that he or she (or a legal entity for whom he or she) is or was a managing director or supervisory director.

 

There shall be no entitlement to indemnification as referred to above if and to the extent that:

 

	·	a Dutch court or, in the event of arbitration, an arbitrator has established in a final and conclusive decision that such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to us unless the court or, in the case of arbitration, the arbitrator shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court or arbitrator, as applicable, deem proper;
	·	the costs or financial loss of the person concerned are covered by an insurance and the insurer has paid out the costs or financial loss (or indicated to do so); or
	·	in relation to proceedings brought by a former management and supervisory board member against us, except for a proceeding which has been approved by the supervisory board.

 

Upon application of such supervisory director or managing director, we are required to pay, in advance of a final disposition of any such proceeding described above, expenses (including attorneys’ fees) incurred by a current or former supervisory director or current or former managing director in defending such proceeding, provided that we shall have received an undertaking by or on behalf of such current or former supervisory director or current or former managing director to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by us.

 

We provide directors’ and officers’ liability insurance for the members of our Management and Supervisory Boards against civil liabilities, which they may incur in connection with their activities on behalf of our company. We intend to expand our insurance coverage against such liabilities, including by providing for coverage against liabilities under the Securities Act.

 

Insofar as indemnification of liabilities arising under the Securities Act may be permitted to members of our Management Board, members of our Supervisory Board, executive officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Amended and Restated Articles of Association of the Company (incorporated herein by reference to Exhibit 3.1 to the Registration Statement on Form F-1 (File No. 333-251765) filed on January 12, 2021).
4.2		Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan
5.1*		Opinion of Baker & McKenzie Amsterdam N.V., Dutch corporate counsel of the Company, as to the validity of the ordinary shares.
23.1*		Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, independent registered public accounting firm.
23.2*		Baker & McKenzie Amsterdam N.V., Dutch corporate counsel of the Company (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature pages to this Registration Statement).
107*		Filing Fee Table

 

*   Filed herewith.

 

Item 9. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1)	to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

 

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement; and

 

(2)

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

 

(3)	to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Registration Statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Munich, Germany, on March 10, 2025.

 

	MYT NETHERLANDS PARENT B.V.
	By:	/s/ Dr. Martin Beer
	Name:	Dr. Martin Beer
	Title:	Chief Financial Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Kliger and Dr. Martin Beer and each of them, individually, as his or her true and lawful attorneys in fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto such attorneys in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on March 10, 2025 in the capacities indicated:

 

Signature		Title
/s/ Michael Kliger		Chief Executive Officer and Management Board Member (principal executive officer)
Michael Kliger
/s/ Dr. Martin Beer		Chief Financial Officer and Management Board Member (principal financial officer and principal accounting officer)
Dr. Martin Beer
/s/ Nora Aufreiter		Chairman of the Supervisory Board
Nora Aufreiter
/s/ David Kaplan		Member of the Supervisory Board
David Kaplan
/s/ Marjorie Lao		Member of the Supervisory Board
Marjorie Lao
/s/ Cesare Ruggiero
Cesare Ruggiero		Member of the Supervisory Board
/s/ Susan Saideman		Member of the Supervisory Board
Susan Saideman
/s/ Michaela Tod		Member of the Supervisory Board
Michaela Tod
/s/ Sascha Zahnd		Member of the Supervisory Board

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of MYT Netherlands Parent B.V. has signed this registration statement on March 10, 2025.

 

	Authorized U.S. Representative
	By:	/s/ Dr. Martin Beer
		Name:	Dr. Martin Beer
		Title:	Chief Financial Officer of Mytheresa US Services Inc.

 

 

Exhibit 4.2 

 

SECOND amended and restated MYT NETHERLANDS PARENT B.V.
2023 OMNIBUS INCENTIVE COMPENSATION PLAN

 

1.

GENERAL

 

1.1

Purpose

 

The purpose of this Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (as may be amended or restated from time to time, the “Plan”) is to help the Company (as hereinafter defined): (1) attract, retain and motivate key employees (including prospective employees) and consultants and non-employee directors of the Company and its subsidiaries or affiliates; (2) align the interests of such persons with the Company’s shareholders; and (3) promote ownership of the Company’s equity or pay incentive compensation, including incentive compensation measured by reference to the value of the Company’s equity.

 

1.2

Definitions of Certain Terms

 

For purposes of this Plan, the following terms have the meanings set forth below:

 

1.2.1

“Acquisition Awards” has the meaning set forth in Section 1.6.1.

 

1.2.2

“ADSs” means American Depositary Shares, representing Ordinary Shares on deposit with a United States banking institution or trust company selected by the Company and which are registered pursuant to a Form F-6.

 

1.2.3

“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.

 

1.2.4

“Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Shares.

 

1.2.5

“Award” means an award made pursuant to the Plan.

 

1.2.6

“Award Agreement” means the written document by which each Award is evidenced, and which may, but need not be (as determined by the Committee) executed or acknowledged by a Grantee as a condition to receiving an Award or the benefits under an Award, and which sets forth the terms and provisions applicable to Awards granted under the Plan to such Grantee. Any reference herein to an agreement in writing will be deemed to include an electronic writing to the extent permitted by applicable law.

 

1.2.7

“Business Combination” has the meaning provided in the definition of Change in Control.

 

1.2.8

“Cause” means (a) with respect to a Grantee employed pursuant to a written employment agreement which agreement includes a definition of “Cause,” “Cause” as defined in that agreement or (b) with respect to any other Grantee, except as otherwise set forth in an Award Agreement, the occurrence of any of the following: (i) such Grantee’s conviction of, or plea of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof or under the laws of any other jurisdiction, (ii) such Grantee’s attempted commission of, or participation in, a fraud or theft against the Company or any of its Subsidiaries or Affiliates or any client thereof, (iii) such Grantee’s engagement in gross misconduct that causes financial or reputation harm to the Company or any of its Subsidiaries or Affiliates, (iv) such Grantee’s repeated failure to substantially perform his or her duties and responsibilities to the Company or any of its Subsidiaries or Affiliates (other than failure resulting from such Grantee’s Disability), (v) such Grantee’s material violation of any contract or agreement between the Grantee and the Company or any of its Subsidiaries or Affiliates, or any written policy or provision of the code of business conduct and ethics or any other established code of conduct of the Company or any of its Subsidiaries or Affiliates, in each case, to which such Grantee is subject or (vi) such Grantee’s habitual abuse of narcotics.

 

 

1.2.9

“Certificate” means a share certificate, an extract of the relevant pages of the register of shareholders of the Company or other appropriate document or evidence of ownership representing Shares.

 

1.2.10

“Change in Control” means, unless otherwise set forth in an Award Agreement, the occurrence of any of the following events:

 

(a)            during any period of not more than 36 months, individuals who constitute the Supervisory Board as of the beginning of the period (the “Incumbent Supervisory Board Members”) cease for any reason to constitute at least a majority of the Supervisory Board, provided, that any person becoming a member of the Supervisory Board subsequent to the beginning of such period, whose nomination for appointment was approved by a vote of at least three-quarters of the Incumbent Supervisory Board Members then serving on the Supervisory Board (which approval may be evidenced by the adoption of a specific resolution on such nomination or by adoption of a resolution approving the proxy statement of the Company in which such person is named as a nominee for the Supervisory Board) will be an Incumbent Supervisory Board Member; provided, that no individual initially appointed to the Supervisory Board who was not nominated for appointment by a vote of at least three-quarters of the Incumbent Supervisory Board Members will be deemed to be an Incumbent Supervisory Board Member;

 

(b)            any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities eligible to vote for the election of the Supervisory Board (“Company Voting Securities”); provided, that the event described in this paragraph (a) will not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of Company Voting Securities: (A) by the Company or any of its Affiliates, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, (C) by any Affiliate of any Sponsor; (D) by any Dutch foundation (stichting) pursuant to a call option authorized by the shareholders of the Company or pursuant to the conversion of any preference shares issued upon exercise thereof; (E) by any underwriter temporarily holding securities pursuant to an offering of such securities or (F) pursuant to a Non-Qualifying Transaction (as defined in paragraph (b) of this definition);

 

(c)            the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the general meeting of the Company, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of the entity resulting from such Business Combination (the “Surviving Entity”) is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (C) at least a majority of the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Supervisory Board Members at the time of the Supervisory Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) of this paragraph (c) will be deemed to be a “Non-Qualifying Transaction”); or

 

 

(d)            the consummation of a sale of all or substantially all of the Company’s assets (other than to any Sponsor or any direct or indirect Subsidiary or Affiliate of any Sponsor or any Affiliate of the Company); or

 

(e)            the general meeting of the Company resolves to liquidate the Company.

 

Notwithstanding the foregoing, a Change in Control will not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person (other than any Sponsor or any direct or indirect Subsidiary or Affiliate of any Sponsor) becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control will then occur.

 

1.2.11

“Committee” means the Compensation Committee of the Supervisory Board or such other committee of the Supervisory Board as the Supervisory Board may from time to time designate, which committee shall be composed of not less than two members of the Supervisory Board, or, if no such committee exists, the Supervisory Board.

 

1.2.12

“Company” means MYT Netherlands Parent B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated and existing under the laws of the Netherlands, and any successor entity thereto.

 

1.2.13

“Company Voting Securities” has the meaning provided in the definition of Change in Control.

 

1.2.14

“Consent” has the meaning set forth in Section 3.3.2.

 

1.2.15

“Consultant” means any individual (other than a non-employee Director or Supervisory Board Member), who is a natural person that provides bona fide consulting or advisory services to the Company or any of its Subsidiaries or Affiliates, and such services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the registrant’s securities.

 

1.2.16

“Covered Person” has the meaning set forth in Section 1.3.5.

 

1.2.17

“Director” means a member of the Management Board.

 

1.2.18

“Disability” means (a) with respect to a Grantee employed pursuant to a written employment agreement which agreement includes a definition of “Disability,” “Disability” as defined in that agreement or (b) with respect to any other Grantee, the Grantee is unable to perform the essential functions of Grantee’s job, with a reasonable accommodation, due to illness or injury for such duration as entitles Grantee to long-term disability payments under the long-term disability plan of the Company or any of its Subsidiaries or Affiliates in which Grantee participates, or if there is no such plan applicable to the Grantee or the Committee determines otherwise in an Award Agreement, “Disability” as determined by the Committee.

 

 

1.2.19

“Effective Date” has the meaning set forth in Section 3.24.

 

1.2.20

“Employee” means a regular, active employee of the Company or any of its Subsidiaries or Affiliates, but not including a non-employee Director or Supervisory Board Member.

 

1.2.21

“Employment” means a Grantee’s performance of services for the Company or any of its Subsidiaries or Affiliates, as determined by the Committee. The terms “employ” and “employed” will have their correlative meanings. The Committee in its sole discretion may determine (a) whether and when a Grantee’s leave of absence results in a termination of Employment, (b) whether and when a change in a Grantee’s association with the Company or any of its Subsidiaries or Affiliates results in a termination of Employment and (c) the impact, if any, of any such leave of absence or change in association on outstanding Awards. Unless expressly provided otherwise, any references in the Plan or any Award Agreement to a Grantee’s Employment being terminated will include both voluntary and involuntary terminations.

 

1.2.22

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

 

1.2.23

“Fair Market Value” means, with respect to a Share, (i) if the Shares are listed on one or more established stock exchanges or traded on one or more automated quotation systems, the closing price of a Share as reported on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded, or (ii) if the Shares are not listed on an established stock exchange or traded on an automated quotation system, as determined in accordance with a valuation methodology approved by the Committee, unless determined as otherwise specified herein. For purposes of the grant of any Award, the applicable date will be the trading day on which the Award is granted or, if the date the Award is granted is not a trading day, the trading day immediately prior to the date the Award is granted. For purposes of the exercise of any Award, the applicable date is the date a notice of exercise is received by the Company or, if such date is not a trading day, the trading day immediately following the date a notice of exercise is received by the Company.

 

1.2.24

“Grantee” means an Employee, Consultant, Director or Supervisory Board Member who receives an Award.

 

1.2.25

“Incumbent Board Members” has the meaning provided in the definition of Change in Control.

 

1.2.26

“Management Board” means the management board of the Company.

 

1.2.27

“Non-Qualifying Transaction” has the meaning provided in the definition of Change in Control.

 

1.2.28

“Ordinary Share” means an ordinary share in the share capital of the Company.

 

1.2.29

“Other Share-Based or Cash-Based Awards” has the meaning set forth in Section 2.6.1.

 

1.2.30

“Plan” has the meaning set forth in Section 1.1.

 

1.2.31

“Plan Action” has the meaning set forth in Section 3.3.1.

 

 

1.2.32

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor thereto, and the applicable rules and regulations thereunder.

 

1.2.33

“Share Limit” has the meaning set forth in Section 1.6.1.

 

1.2.34

“Share” means an ADS.

 

1.2.35

“Sponsor” means either of Ares Management, L.P. or CPP Investment Board (USRE) Inc.

 

1.2.36

“Subsidiary” means any corporation, partnership, limited liability company or other legal entity in which the Company, directly or indirectly, owns shares or other equity interests possessing 50% or more of the total combined voting power of all classes of the then-outstanding shares or other equity interests.

 

1.2.37

“Supervisory Board” means the supervisory board of the Company.

 

1.2.38

“Supervisory Board Member” means a member of the Supervisory Board.

 

1.2.39

“Surviving Entity” has the meaning provided in the definition of Change in Control.

 

1.2.40

“Tax-Related Items” means any federal, national, provincial, state, and/or local taxes (including, without limitation, income tax, social insurance contributions (or similar contributions), payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax and any other tax or tax-related item) related to participation in the Plan and legally applicable to a Grantee, including any employer liability for which the Grantee is liable pursuant to applicable laws or the applicable Award Agreement.

 

1.2.41

“YNAP Acquisition” means the Company’s acquisition of all ordinary shares without nominal value in the capital of YOOX Net-a-Porter Group S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy, from Richemont Italia Holding S.p.A., a joint stock company (società per azioni) incorporated under the laws of Italy (“Richemont”), in exchange for which the Company will issue additional shares in its share capital to Richemont, pursuant to the terms and conditions set forth in that certain share purchase agreement entered into by the Company and Richemont, dated October 7, 2024.

 

1.3

Administration

 

1.3.1

The Committee (as constituted from time to time, and including any successor thereto) will administer the Plan. The Committee shall have plenary authority to grant Awards pursuant to the terms of this Plan to Directors and shall have the authority to approve any grants of Awards proposed by the Management Board to be made pursuant to the terms of this Plan to Employees and Consultants who are not Directors. In particular, the Committee will have the authority in its sole discretion to:

 

(a)            exercise all of the powers granted to it under the Plan;

 

(b)            construe, interpret and implement the Plan and all Award Agreements;

 

(c)            prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing the Committee’s own operations and, without limiting the foregoing, to make exceptions to any such rules or regulations if the Committee, in good faith, determines appropriate in light of extraordinary circumstances and for the benefit of the Company and so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an Applicable Exchange, disruption of communications or natural catastrophe) and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan;

 

 

(d)            make all determinations necessary or advisable in administering the Plan;

 

(e)            correct any defect, supply any omission and reconcile any inconsistency in the Plan;

 

(f)            amend the Plan to reflect changes in applicable law;

 

(g)            grant, or recommend to the Supervisory Board for approval to grant, Awards and determine (in the case of Directors) or approve the determination proposed by the Management Board (in the case of Employees and Consultants who are not Directors) who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the effect of a termination of Employment on such Awards and conditioning the vesting of, or the lapsing of any applicable vesting restrictions or other vesting conditions on, Awards upon the attainment of performance goals and/or upon continued service;

 

(h)            amend any outstanding Award Agreement in any respect including, without limitation, to

 

(1)            accelerate the time or times at which the Award becomes vested, unrestricted or may be exercised (and, in connection with such acceleration, the Committee may provide that any Shares acquired pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award),

 

(2)            accelerate the time or times at which Shares are delivered under the Award (and, without limitation on the Committee’s rights, in connection with such acceleration, the Committee may provide that any Shares delivered pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award),

 

(3)            waive or amend any goals, restrictions, vesting provisions or conditions set forth in such Award Agreement, or impose new goals, restrictions, vesting provisions and conditions, subject to Section 3.1 or

 

(4)            reflect a change in the Grantee’s circumstances (e.g., a change to part-time employment status or a change in position, duties or responsibilities); and

 

(i)            determine at any time whether, to what extent and under what circumstances and method or methods:

 

(1)            Awards may be (A) settled in cash, Shares, other securities, other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Grantee’s Award, including the effect on any repayment provisions under the Plan or Award Agreement), (B) exercised or (C) canceled, forfeited or suspended,

 

(2)            Shares, other securities, other Awards or other property and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee,

 

(3)            the exercise price for any share option may be reset, subject to Section 2.3.5.

 

1.3.2

Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically). Any action may be taken by a written instrument signed by a majority of the Committee members, and action so taken will be as fully effective as if it had been taken by a vote at a meeting. The determination of the Committee on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive on all persons (including any Grantee). Subject to applicable law or the listing standards of the Applicable Exchange, the Committee may allocate among its members and delegate to any person who is not a member of the Committee, or to any administrative group within the Company, any of its powers, responsibilities or duties. Except as specifically provided to the contrary, references to the Committee include any administrative group, individual or individuals to whom the Committee has delegated its duties and powers.

 

 

1.3.3

Notwithstanding anything to the contrary contained herein, the Supervisory Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan, subject to applicable law or the listing standards of the Applicable Exchange. In any such case, the full Supervisory Board will have all of the authority and responsibility granted to any committee of the Supervisory Board that is designated as the Committee herein and, to the extent that any permitted action taken by the Supervisory Board conflicts with action taken by such Committee, the Supervisory Board action shall control.

 

1.3.4

Upon Awards being granted in accordance with the provisions of this Plan, the Management Board shall procure that it takes all relevant corporate action to give effect to such grant.

 

1.3.5

No member of the Committee, person to whom the Committee delegates its powers, responsibilities or duties in writing, including by resolution or member of the Supervisory Board or Management Board (each such person, a “Covered Person”), will have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award, except as expressly provided by statute. Each Covered Person will be indemnified and held harmless by the Company against and from:

 

(a)            any loss, cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement, in each case, in good faith and

 

(b)            any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person. The Company will have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company will have sole control over such defense with counsel of the Company’s choice.

 

The foregoing right of indemnification will not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under any directors and officers liability insurance, in each case, as amended from time to time, pursuant to any individual indemnification agreements between such Covered Person and the Company, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

 

1.4

Persons Eligible for Awards

 

Awards under the Plan may be made to Employees, Consultants, Directors and Supervisory Board Members.

 

 

1.5

Types of Awards Under Plan

 

Awards may be made under the Plan in the form of cash-based or share-based Awards. Share-based Awards may be in the form of any of the following, in each case in respect of Shares:

 

(a)            share options, meaning an Award providing the Grantee with a right to acquire a designated number of Shares at a certain exercise price pursuant to Section 2.3,

 

(b)            restricted shares,

 

(c)            restricted share units, and

 

(d)            performance-based or other equity-based or equity-related Awards, including phantom shares (as further described in Section 2.6), that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company.

 

1.6

Shares Available for Awards

 

1.6.1

Shares Subject to the Plan. Subject to the other provisions of this Section 1.6, the total number of Shares that may be granted under the Plan will be equal to 20,800,000 Shares on the Effective Date (the “Share Limit”); provided, that the Share Limit shall increase by an additional number of Shares (the “Additional Share Pool”) equal to 14.65% of the then-outstanding share capital of the Company effective as of, and subject to and conditioned upon the consummation of the YNAP Acquisition. Notwithstanding the foregoing, if the consummation of the YNAP Acquisition does not occur prior to June 30, 2025, then the Additional Share Pool shall be equal to 3.5% of the then-outstanding share capital of the Company effective as of June 30, 2025, until such time as the YNAP Acquisition is consummated, if at all, at which point the Additional Share Pool shall be recalculated as an amount equal to 14.65% of the share capital of the Company outstanding immediately after the completion of the share issuances pursuant to the YNAP Acquisition.

 

1.6.2

Shares subject to awards that are assumed, converted or substituted under the Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transaction) (“Acquisition Awards”) will not count against the number of shares that may be granted under the Plan. Available shares under a shareholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and do not reduce the maximum number of shares available for grant under the Plan, subject to Applicable Exchange requirements. The Shares issued pursuant to Awards granted under this Plan may be Shares that are unissued or Shares that were reacquired by the Company, including treasury Shares or Shares purchased in the open market, or ADSs.

 

1.6.3

Replacement of Shares. Shares subject to an Award that is forfeited (including any restricted shares repurchased by the Company at the same price paid by the Grantee so that such Shares are returned to the Company), expires or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement will be available for future grants of Awards under the Plan and will be added back in the same number of Shares as were deducted in respect of the grant of such Award. Shares tendered by a Grantee or withheld by the Company in payment of the exercise price of a share option or to satisfy any Tax-Related Items required to be withheld respect to an Award will be available for future grants of Awards.

 

 

1.6.4

Adjustments. The Committee will:

 

(a)            adjust the number of Shares authorized pursuant to Section 1.6.1,

 

(b)            adjust the terms of any outstanding Awards (including, without limitation, the number of Shares covered by each outstanding Award, the type of property or securities to which the Award relates and the exercise or strike price of any Award), in a proportionate manner as the Committee determines in good-faith to be appropriate and equitable (including, without limitation, by payment of cash) to prevent the enlargement or dilution of rights, as a result of any increase or decrease in the number of issued Shares (or issuance of equity securities other than Shares) resulting from a recapitalization, share split, reverse share split, share dividend, spinoff, split up, combination, reclassification or exchange of Shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any other change in the corporate structure or Shares, including any extraordinary dividend or extraordinary distribution.

 

Any adjustment under this Section 1.6.3 need not be the same for all Grantees.

 

1.7

Awards to Supervisory Board Members

 

The general meeting of the Company has the authority to grant Awards pursuant to the terms of this Plan to Supervisory Board Members. The Supervisory Board Members may submit a proposal for their Awards to the general meeting of the Company. Notwithstanding any provisions contained in the Plan to the contrary, only the general meeting of the Company may amend any outstanding Award Agreement with any of the Supervisory Board Members in any respect, provided, however, that the Supervisory Board has the authority to amend any outstanding Award Agreement with any of the Supervisory Board Members if the amendment is minor and made to the benefit of the administration of the Plan, to take account of a change in legislation or obtain or maintain favorable tax, exchange control or regulatory treatment for Supervisory Board Members. Any provision of this Plan shall be interpreted in accordance with this Section 1.7.

 

1.8

Limits on Compensation to Directors and Supervisory Board Members

 

The amount, terms and other conditions of Awards granted to any Director or Supervisory Board Member shall be subject to the limitations and requirements set forth in the Company’s remuneration policy, as in effect from time to time, applicable to the Directors and Supervisory Board Members.

 

1.9

Share Transfer and Issuance Formalities

 

Under Dutch law, any transfer of issuance of Ordinary Shares in order to be valid shall require the execution of a deed to that effect by a Dutch notary.

 

2.

AWARDS UNDER THE PLAN

 

2.1

Agreements Evidencing Awards

 

Each Award granted under the Plan will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate and shall be delivered to the Grantee receiving such Award upon, or as promptly as is reasonably practicable following, the grant of the Award. The effectiveness of an Award shall not be subject to the Award Agreement being signed by the Company and/or the Grantee unless specifically so provided in the Award Agreement. Unless otherwise provided herein, the Committee may grant Awards in tandem with or in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of the Company. By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

 

 

2.2

No Rights as a Shareholder

 

No Grantee (or other person having rights pursuant to an Award) will have any of the rights of a shareholder of the Company with respect to Shares subject to an Award until the delivery of such Shares. Except as otherwise provided in Section 1.6.3, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, Shares, other securities or other property) for which the record date is before the date the Shares are delivered, or in the event the Company elects to use another system, such as book entries by the transfer agent, before the date in which such system evidences the Grantee’s ownership of such Shares.

 

2.3

Options

 

2.3.1

Grant. Share options may be granted to eligible recipients in such number and at such times during the term of the Plan as the Committee may determine.

 

2.3.2

Exercise Price. The exercise price per Share with respect to each share option will be determined by the Committee but, except as otherwise permitted by Section 1.6.3 or for any Acquisition Awards or as otherwise approved by the Committee and set forth in an Award Agreement, may never be less than the Fair Market Value of a Share on the date of grant. Unless otherwise noted in the Award Agreement, the Fair Market Value of the Shares will be the Fair Market Value on the date of grant of the Award of share options.

 

2.3.3

Term of Share Option. In no event will any share option be exercisable after the expiration of 10 years from the date on which the share option is granted.

 

2.3.4

Vesting and Exercise of Share Option and Payment for Shares. A share option may vest and be exercised at such time or times and subject to such terms and conditions as will be determined by the Committee at the time the share option is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement, any Shares not acquired pursuant to the exercise of a share option on the applicable vesting date may be acquired thereafter at any time before the final expiration of the share option.

 

To exercise a share option, the Grantee must give written notice to the Company specifying the number of Shares to be acquired and accompanied by payment of the full purchase price therefor in cash or by certified or official bank check or in another form as determined by the Committee, which may include:

 

(a)            personal check,

 

(b)            Shares, based on the Fair Market Value as of the exercise date,

 

(c)            any other form of consideration approved by the Company and permitted by applicable law and

 

(d)            any combination of the foregoing.

 

The Committee may also make arrangements for the cashless exercise of a share option. Any person exercising a share option will make such representations and agreements and furnish such information as the Committee may, in its sole discretion, deem necessary or desirable to effect or assure compliance by the Company on terms acceptable to the Company with the provisions of the Securities Act, the Exchange Act and any other applicable legal requirements. The Committee may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, issuing stop-transfer notices to agents and registrars. If a Grantee so requests, Shares acquired pursuant to the exercise of a share option may be issued in the name of the Grantee and another jointly with the right of survivorship.

 

 

Notwithstanding anything to the contrary contained herein, upon the exercise of a share option resulting in an issuance of Shares, the Grantee shall immediately pay in cash the nominal value of an Ordinary Share in connection with such issuance, unless the Committee has decided that such par value shall be charged against the Company’s reserves (subject to applicable law).

 

2.3.5

Repricing. Except as otherwise permitted by Section 1.6.3, the Committee shall not, without the approval by the general meeting of the Company (a) reduce the exercise price of share options issued and outstanding under the Plan, (b) amend or cancel a share option when the exercise price exceeds the Fair Market Value of one Share in exchange for the grant of a substitute Award or repurchase for cash or other consideration, in each case with the effect of reducing the exercise price and except in accordance with Section 3.6, or (c) take any other action with respect to a share option that would be treated as a repricing under the rules and regulations of the Applicable Exchange.

 

2.4

Restricted Shares

 

2.4.1

Grants. The Committee may grant or offer for sale restricted shares in such amounts and subject to such terms and conditions as the Committee may determine. Upon the delivery of such shares, the Grantee will have the rights of a shareholder with respect to the restricted shares, subject to any other restrictions and conditions as the Committee may include in the applicable Award Agreement. Each Grantee of an Award of restricted shares will be issued a Certificate in respect of such shares, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of such shares.

 

Upon the issuance of restricted shares, the Grantee shall immediately pay in cash the par value of an Ordinary Share in connection with such issuance, unless the Committee has decided that such par value shall be charged against the Company’s reserves (subject to applicable law).

 

2.4.2

Right to Vote and Receive Dividends on Restricted Shares. Each Grantee of an Award of restricted shares will, during the period of restriction, be the beneficial and record owner of such restricted shares and will have full voting rights with respect thereto. Unless the Committee determines otherwise in an Award Agreement, during the period of restriction, all ordinary cash dividends or other ordinary distributions paid upon any restricted share will be retained by the Company and will be paid to the relevant Grantee (without interest) when the Award of restricted shares vests and will revert back to the Company if for any reason the restricted share upon which such dividends or other distributions were paid reverts back to the Company (any extraordinary dividends or other extraordinary distributions will be treated in accordance with Section 1.6.3).

 

2.5

Restricted Share Units

 

The Committee may grant Awards of restricted share units in such amounts and subject to such terms and conditions as the Committee may determine. A Grantee of a restricted share unit will have only the rights of a general unsecured creditor of the Company, until delivery of Shares, cash or other securities or property is made as specified in the applicable Award Agreement. On the delivery date specified in the Award Agreement, the Grantee of each restricted share unit not previously forfeited or terminated will receive one Share, cash or other securities or property equal in value to a Share or a combination thereof, as specified by the Committee.

 

Upon the vesting of a restricted share unit resulting in an issuance of Shares, the Grantee shall immediately pay in cash the par value of an Ordinary Share in connection with such issuance, unless the Committee has decided that such par value shall be charged against the Company’s reserves (subject to applicable law).

 

 

2.6

Performance-Based and Other Share-Based or Cash-Based Awards

 

2.6.1

Grant. The Committee may grant other types of equity-based, equity-related or cash-based Awards (including the grant or offer for sale of unrestricted Shares, performance share awards, performance units settled in cash and phantom shares) (“Other Share-Based or Cash-Based Awards”) in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to the achievement of performance goals, as determined by the Committee at the time of grant. Such Awards may entail the transfer of actual Shares to Award recipients and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the Netherlands.

 

2.6.2

Performance Criteria. The performance goals may be based on one or more of the following business criteria (either separately or in combination) with regard to the Company (or a Subsidiary, division, other operational unit or administrative department of the Company), or such other performance goal as the Committee determines appropriate: measures of efficiency (including operating efficiency, productivity ratios or other similar measures); measures of achievement of expense targets, costs reductions, working capital, cash levels or general expense ratios; asset growth; earnings per share or net earnings; enterprise value or value creation targets; combined net worth; debt to equity ratio; revenues, sales, net revenues or net sales measures; gross merchandise value or gross merchandise value measures; gross profit or operating profit measures (including before or after taxes or other similar measures); adjusted IFRS and non-IFRS measures calculated by the Company as approved by the Supervisory Board for disclosure in the Company’s annual and interim financial reports on Form 20-F and Form 6-K, respectively; investment performance; income or operating income measures (with or without investment income or income taxes, before or after risk-adjustment, or other similar measures); cash flow; margin; net income, before or after taxes; earnings before interest, taxes, depreciation and/or amortization; return measures (including return on capital, invested capital, total capital, tangible capital, expenses, tangible expenses, equity, revenue, investment, assets, or net assets or total shareholder return or similar measures); market share measures; measures of balance sheet achievements (including debt reductions, leverage ratios or other similar measures); increase in the Fair Market Value of Shares; changes (or the absence of changes) in the per share or aggregate Fair Market Value of Shares (including total shareholder returns); and number of securities sold and funds from operations. Any of the foregoing performance goals may be measured in absolute terms or relative to historic performance or the performance of other companies or an index.

 

3.

MISCELLANEOUS

 

3.1

Amendment of the Plan

 

3.1.1

Unless otherwise provided in the Plan or in an Award Agreement, the Supervisory Board may at any time and from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever but, subject to Sections 1.6.3, 1.7, 1.8, and 3.6, no such amendment may materially adversely impair the rights of the Grantee of any Award without the Grantee’s consent. Subject to Sections 1.6.3 and 3.6, an Award Agreement may not be amended to materially adversely impair the rights of a Grantee without the Grantee’s consent.

 

3.1.2

Unless otherwise determined by the Supervisory Board, approval of the general meeting of the Company of any suspension, discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of an Applicable Exchange or self-regulatory agency.

 

 

3.2

Tax Withholding

 

Grantees will be solely responsible for any Tax-Related Items (including any penalties and any interest that accrues thereon) that they incur in connection with the receipt, vesting, exercise or settlement of any Award. As a condition to the delivery of any Shares, cash or other securities or property pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to any withholding obligation for Tax-Related Items on the part of the Company relating to an Award:

 

(a)            the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee from the Company or any of its Subsidiaries or Affiliates whether or not pursuant to the Plan (including Shares otherwise deliverable),

 

(b)            the Committee will be entitled to require that the Grantee remit cash to the Company (through payroll deduction or otherwise) or

 

(c)            the Company may enter into any other suitable arrangements to withhold, in each case, in the Committee’s discretion, amounts of such Tax-Related Items required by law to be withheld, based upon the maximum required tax withholding rate for the Grantee (or such other rate that will not cause an adverse accounting consequence or cost), including the delivery of Shares (which are not subject to any pledge or other security interest) that have been both held by the Grantee and vested for at least six months (or such other period as established by the Committee to avoid adverse accounting consequence or cost) or the Company’s withholding from Shares to be issued pursuant to an Award, in either case, having an aggregate Fair Market Value approximately equal to the amount to be withheld, the sale of Shares issued pursuant to an Award and having the Company withhold from the proceeds of the sale of such Shares, or any other method of withholding determined by the Committee that is permissible under applicable law.

 

3.3

Required Consents

 

3.3.1

If the Committee at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of Shares or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action a “Plan Action”), then such Plan Action will not be taken, in whole or in part, unless and until such Consent will have been effected or obtained to the full satisfaction of the Committee.

 

3.3.2

The term “Consent” as used in this Section 3.3 with respect to any Plan Action includes:

 

(a)            any and all listings, registrations or qualifications in respect thereof upon any Applicable Exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the Netherlands,

 

(b)            any and all written agreements and representations by the Grantee with respect to the disposition of Shares, or with respect to any other matter, which the Committee may deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made,

 

(c)            any and all other consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory body or any stock exchange or self-regulatory agency,

 

 

(d)            any and all consents by the Grantee to:

 

(1)            the Company’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan,

 

(2)            the Company’s deducting amounts from the Grantee’s wages, or another arrangement satisfactory to the Committee, to reimburse the Company for advances made on the Grantee’s behalf to satisfy certain withholding and other tax obligations in connection with an Award, and

 

(3)            the Company’s imposing sales and transfer procedures and restrictions and hedging restrictions on Shares delivered under the Plan, and

 

(e)            any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Committee. Nothing herein will require the Company to list, register or qualify the Shares on any Applicable Exchange.

 

3.4

Right of Offset

 

The Company will have the right to offset against its obligation to deliver Shares (or other property or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then owes to the Company or any of its Subsidiaries or Affiliates and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement.

 

3.5

Nonassignability; No Hedging

 

Subject to Section 1.9 and unless otherwise provided in an Award Agreement or written Company policy, or with the consent of the Committee in its sole discretion, no Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of descent and distribution, and all such Awards (and any rights thereunder) will be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative (it being understood that the term “Grantee” includes such legal representative and other permitted transferee; provided, that the phrase “termination of Employment” and similar terms shall continue to refer to the termination of Employment with respect to the original participant). Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.5 will be null and void and any Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns.

 

3.6

Change in Control

 

In the event of a Change in Control and unless otherwise provided in the Award Agreement with respect to a particular Award, a Grantee’s Award will be treated, to the extent determined by the Committee to be permitted under applicable tax law, in accordance with one or more of the following methods as determined by the Committee in its sole discretion:

 

(a)            settle such Awards for an amount (as determined in the sole discretion of the Committee) of cash or securities equal to their value, where in the case of share options, the value of such amount, if any, will be equal to the in-the-money spread value (if any) of such awards;

 

 

(b)            provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted under the Plan, as determined by the Committee in its sole discretion;

 

(c)            modify the terms of such awards to add events, conditions or circumstances upon which the vesting of such Awards or lapse of restrictions thereon will accelerate;

 

(d)            deem any performance conditions satisfied at target, maximum or actual performance through closing or provide for the performance conditions to continue (as is or as adjusted by the Committee) after closing; or

 

(e)            provide that for a period of at least 20 days prior to the Change in Control, any share options that would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Shares subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the exercise will be null and void) and that any share options not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control.

 

In the event that the consideration paid in the Change in Control includes contingent value rights, earnout or indemnity payments or similar payments, then the Committee will determine if Awards settled under clause (a) above are (i) valued at closing taking into account such contingent consideration (with the value determined by the Committee in its sole discretion) or (ii) entitled to a share of such contingent consideration. For the avoidance of doubt, in the event of a Change in Control where all share options are settled for an amount (as determined in the sole discretion of the Committee) of cash or securities, the Committee may, in its sole discretion, terminate any share option for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in Control transaction without payment of consideration therefor. Similar actions to those specified in this Section 3.6 may be taken in the event of a merger or other corporate reorganization that does not constitute a Change in Control.

 

3.7

No Continued Employment or Engagement; Right of Discharge Reserved

 

Neither the adoption of the Plan nor the grant of any Award (or any provision in the Plan or Award Agreement) will confer upon any Grantee any right to continued Employment, or other engagement, with the Company or any of its Subsidiaries or Affiliates, nor will it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate, or alter the terms and conditions of, such Employment or other engagement at any time.

 

3.8

Nature of Payments

 

3.8.1

Any and all grants of Awards and deliveries of Shares, cash, securities or other property under the Plan will be in consideration of services performed or to be performed for the Company by the Grantee. Awards under the Plan may, in the discretion of the Committee, be made in substitution in whole or in part for cash or other compensation otherwise payable to a Grantee. Only whole Shares will be delivered under the Plan. Awards will be aggregated in order to eliminate any fractional shares.

 

3.8.2

All such grants and deliveries of Shares, cash, securities or other property under the Plan will constitute a special discretionary incentive payment to the Grantee, will not entitle the Grantee to the grant of any future Awards and will not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under any agreement with the Grantee, unless the Company specifically provides otherwise.

 

 

3.9

Non-Uniform Determinations

 

3.9.1

The Committee’s determinations under the Plan and Award Agreements need not be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and (c) whether a Grantee’s Employment has been terminated for purposes of the Plan.

 

3.9.2

To the extent the Committee deems it necessary, appropriate or desirable to comply with local law or practices in the jurisdiction in which the Grantees are located and to further the purposes of the Plan, the Committee may, in its sole discretion and without amending the Plan, establish special rules applicable to Awards to Grantees who are foreign nationals, are employed outside Germany, or who are not compensated from a payroll maintained in Germany, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside Germany, on such terms and conditions different from those specified in this Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of this Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures or subplans as may be necessary or advisable to comply with such legal or regulatory provisions, and grant Awards (or amend existing Awards) in accordance with those rules.

 

3.10

Other Payments or Awards

 

Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

 

3.11

Plan Headings

 

The headings in the Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof.

 

3.12

Termination of Plan

 

The Supervisory Board reserves the right to terminate the Plan at any time; provided, that in any case, the Plan will terminate one day before the tenth anniversary of the Effective Date; provided, further, that all Awards made under the Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.

 

3.13

Clawback Policy

 

Awards under the Plan will be subject to any clawback policy that the Company may adopt from time to time in order to comply with applicable law or the listing standards of the Applicable Exchange and, in accordance with such policy, may be subject to the requirement that the Awards (or any proceeds therefrom) be repaid to the Company after they have been distributed to the Grantee, subject in all cases to applicable law. Any Award granted under the Plan is exclusively aimed at supporting the Grantee’s loyalty with the Company or any of its Subsidiaries or Affiliates through participation in the Plan and such Award, and is in no way intended to compensate the Grantee for the Grantee’s employment or service rendered to the Company or any of its Subsidiaries or Affiliates.

 

 

3.14

Governing Law

 

THE PLAN AND ALL AWARDS MADE AND ACTIONS TAKEN THEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF GERMANY, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.

 

3.15

Disputes; Choice of Forum

 

3.15.1

The Company and each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably submit to the exclusive jurisdiction and venue of a competent court in Munich, Germany. The Company and each Grantee, as a condition to such Grantee’s participation in the Plan, acknowledge that the forum designated by this Section 3.15.1 has a reasonable relation to the Plan and to the relationship between such Grantee and the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the provisions of this Section 3.15.1.

 

3.15.2

Each Grantee, as a condition to such Grantee’s participation in the Plan, agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in Section 3.16, except that a Grantee may disclose information concerning such dispute, controversy or claim to the court that is considering such dispute, controversy or claim or to such Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy or claim).

 

3.16

Waiver of Claims

 

Each Grantee of an Award recognizes and agrees that before being selected by the Committee to receive an Award the Grantee has no right to any benefits under the Plan. Accordingly, in consideration of the Grantee’s receipt of any Award hereunder, the Grantee expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement by the Committee, the Company or the Supervisory Board or the Management Board, or any amendment to the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement). Nothing contained in the Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between the Company and any Grantee.

 

3.17

Severability; Entire Agreement

 

If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided, that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.

 

 

3.18

No Liability of Company

 

Notwithstanding anything to the contrary contained herein, in no event will the Company be liable to a Grantee on account of: (a) an Award’s failure to (1) qualify for favorable tax treatment in the jurisdiction in which the Grantee is located or (2) avoid adverse tax treatment in the jurisdiction in which the Grantee is located, or (b) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder.

 

3.19

No Third-Party Beneficiaries

 

Except as expressly provided in an Award Agreement, neither the Plan nor any Award Agreement will confer on any person other than the Company and the Grantee of any Award any rights or remedies thereunder. The exculpation and indemnification provisions of Section 1.3.5 will inure to the benefit of a Covered Person’s estate and beneficiaries and legatees.

 

3.20

Unfunded Status of Plan

 

It is intended that this Plan constitute an “unfunded” plan. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Shares or make payments; provided, that the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

 

3.21

Expenses

 

The expenses of administering the Plan shall be borne by the Company or its Subsidiaries or Affiliates.

 

3.22

Relationship to Other Benefits

 

No Award or payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company or any of its Subsidiaries or Affiliates, except as otherwise specifically provided in such other plan or as required by applicable law

 

3.23

Successors and Assigns of the Company

 

The terms of the Plan will be binding upon and inure to the benefit of the Company and any successor entity, including as contemplated by Section 3.6.

 

3.24

Date of Adoption; Effective Date

 

The Plan was originally adopted by the Supervisory Board and by the general meeting of the Company on December 17, 2020, and amended and restated on November 8, 2023, and further amended and restated on March [__], 2025 (the “Effective Date”). The Plan shall be submitted to the Management Board for adoption as soon as practicable following the Effective Date.

 

 

APPENDIX A
TO
MYT NETHERLANDS PARENT B.V.
2023 OMNIBUS INCENTIVE PLAN

 

(for United States taxpayers only)

 

The provisions of this Appendix A shall form a part of the Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan, as amended from time to time (the “Plan”), the terms of which are incorporated herein by reference. Capitalized terms not defined herein shall have the meanings set forth in the Plan.

 

1.            Applicability.

 

The purpose of this Appendix A is to establish certain rules and limitations applicable to Awards that may be granted or issued under the Plan from time to time, in compliance with the United States federal income taxation applicable laws currently in force in the United States.

 

This Appendix A applies to any Grantee who is subject to income taxation under the federal tax laws of the United States as a resident or non-resident of the United States (a “U.S. Grantee”). This Appendix A shall be deemed to be part of the Plan and all of the provisions of the Plan shall apply to this Appendix A, and where any terms of this Appendix A are in conflict with the Plan, the terms of this Appendix A shall control.

 

Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by applicable laws, the terms set forth in this Appendix A shall apply to all Awards granted to U.S. Grantees.

 

2.            Definitions. The following additional definitions will apply to grants made to U.S. Grantees:

 

(a)            “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto, and the applicable rulings and regulations thereunder.

 

(b)            “Incentive Share Option” means a share option to purchase Shares that is intended to be an “incentive stock option” within the meaning of Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is designated as an Incentive Share Option in the applicable Award Agreement.

 

(c)            “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that section, and any regulations and other administrative guidance thereunder, in each case as they may be from time to time amended or interpreted through further administrative guidance.

 

(d)            “Ten Percent Shareholder” means a person owning shares possessing more than 10% of the total combined voting power of all classes of share of the Company and of any Subsidiary or parent corporation of the Company.

 

(e)            “Treasury Regulations” means the regulations promulgated under the Code by the United States Treasury Department, as amended.

 

3.            Adjustments. The adjustments under Section 1.6.3 of the Plan shall apply to the number of Shares set forth in Section 4(a) hereof that can be issued through Incentive Share Options.

 

 

4.            Incentive Share Options.

 

(a)            No more than a total number of Shares equal to the Share Limit on the Effective Date (as adjusted pursuant to the provisions of Section 1.6.3 of the Plan) that can be delivered under the Plan may be issued through Incentive Share Options in any five year period. Incentive Share Options may not be granted under the Plan after the tenth anniversary of the date of the Committee’s most recent approval thereof.

 

(b)            With respect to any share options granted to a U.S. Grantee, at the time of grant, the Committee will determine:

 

(1)            whether all or any part of a share option granted to an eligible Employee will be an Incentive Share Option, and

 

(2)            the number of Shares subject to such Incentive Share Option; provided, that

 

(A)            the aggregate Fair Market Value (determined as of the time the option is granted) of the share with respect to which Incentive Share Options are exercisable for the first time by an eligible Employee during any calendar year (under all such plans of the Company and of any Subsidiary or parent corporation of the Company) may not exceed $100,000 and

 

(B)            no Incentive Share Option (other than an Incentive Share Option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Share Option under the Code.

 

The form of any share option which is entirely or in part an Incentive Share Option will clearly indicate that such share option is an Incentive Share Option or, if applicable, the number of Shares subject to the Incentive Share Option.

 

(c)            The exercise price per share with respect to each share option will be determined by the Committee pursuant to Section 2.3.2 of the Plan, but, except as otherwise permitted by Section 1.6.3 of the Plan and except for any Acquisition Awards, may never be less than the Fair Market Value of a Share (or, in the case of an Incentive Share Option granted to a Ten Percent Shareholder, 110% of the Fair Market Value).

 

(d)            In no event will any share option be exercisable after the expiration of 10 years (or, in the case of an Incentive Share Option granted to a Ten Percent Shareholder, 5 years) from the date on which the share option is granted.

 

5.            Amendment of the Plan. Notwithstanding any provision of Section 3.1.2 of the Plan to the contrary, if and to the extent the Supervisory Board determines it is appropriate for the Plan to comply with the provisions of Section 422 of the Code, no amendment that would require shareholder approval under Section 422 of the Code will be effective without the approval of the Company’s shareholders.

 

6.            Right of Offset. Notwithstanding any provision of Section 3.4 of the Plan to the contrary, if an Award provides for the deferral of compensation within the meaning of Section 409A, the Committee will have no right to offset against its obligation to deliver Shares (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Grantee to the additional tax imposed under Section 409A in respect of an outstanding Award.

 

 

7.            Section 409A.

 

(a)            All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A will be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are intended to be exempt from Section 409A will be interpreted, administered and construed to comply with and preserve such exemption. The Committee, the Supervisory Board and the Management Board will have full authority to give effect to the intent of the foregoing sentence. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to an Award, the Plan will govern.

 

(b)            Without limiting the generality of Section 7(a) hereof, with respect to any Award made under the Plan that is intended to be “deferred compensation” subject to Section 409A:

 

(1)            any payment due upon a Grantee’s termination of Employment will be paid only upon such Grantee’s “separation from service” (within the meaning of Section 409A);

 

(2)            any payment due upon a Change in Control of the Company will be paid only if such Change in Control constitutes a “change in ownership” or “change in effective control” within the meaning of Section 409A, and in the event that such Change in Control does not constitute a “change in the ownership” or “change in the effective control” within the meaning of Section 409A, such Award will vest upon the Change in Control and any payment will be delayed until the first compliant date under Section 409A;

 

(3)            to the extent necessary to avoid the imposition of taxes under Section 409A, any such payment to a specified employee (as determined in accordance with Section 409A of the Code) to be made with respect to such Award in connection with such Grantee’s separation from service from the Company within the meaning of Section 409A (and any other payment that would be subject to the limitations in Section 409A(a)(2)(B) of the Code) will be delayed until six months after such Grantee’s separation from service (or earlier death) in accordance with the requirements of Section 409A;

 

(4)            to the extent necessary to comply with Section 409A, any other securities, other Awards or other property that the Company may deliver in lieu of Shares in respect of an Award will not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A);

 

(5)            with respect to any required Consent described in Section 3.3 of the Plan or the applicable Award Agreement, if such Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section 409A, such Award or portion thereof, as applicable, will be forfeited and terminate notwithstanding any prior earning or vesting;

 

(6)            if the Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Grantee’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment; and

 

(7)            for purposes of determining whether the Grantee has experienced a separation from service from the Company within the meaning of Section 409A, “subsidiary” will mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with the Company, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that, subject to compliance with Section 409A, the language “at least 20 percent” may be used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.

 

 

 

8.            Section 457A. This Plan and the Awards are not intended to be subject to Section 457A of the Code. Notwithstanding any other provision of this Plan, if this Plan or any Award is subject to Section 457A of the Code, each of the Committee, the Supervisory Board and the Management Board, as applicable, reserves the authority to amend this Plan or any Award or adopt other policies or procedures or take any other actions, including amendments or actions that would result in a reduction to the benefits payable under an Award that the Committee, the Supervisory Board and the Management Board, respectively, deems necessary or appropriate to exempt the Award from Section 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 457A of the Code if an exemption is not available.

 

9.            Section 280G. In the event that any payments or benefits otherwise payable to a Grantee (1) constitute “parachute payments” within the meaning of Section 280G of the Code, and (2) but for this Section 9, would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable United States federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Grantee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. Any determination required under this Section 9 will be made in writing by a nationally-recognized firm selected by the Company, whose determination will be conclusive and binding upon the Grantee. Any reduction in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to the Grantee. In the event that acceleration of vesting of equity awards under the Plan is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

 

10.            Status of Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

 

 

 

Exhibit 5.1

 

Baker & McKenzie Amsterdam N.V. Attorneys at law, Tax advisors and Civil-law notaries   P.O. Box 2720 1000 CS Amsterdam The Netherlands   Tel: +31 20 551 7555 www.bakermckenzie.nl

 

 

 

 

 

Baker & McKenzie Amsterdam N.V. has its registered office in Amsterdam, The Netherlands, and is registered with the Trade Register under number 34208804.

 

Baker & McKenzie Amsterdam N.V. is a member of Baker & McKenzie International, a Swiss Verein.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated September 12, 2024, with respect to the consolidated financial statements of MYT Netherlands Parent B.V. and its subsidiaries, incorporated herein by reference.

 

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

 

Munich, Germany

March 10, 2025

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

S-8

(Form Type)

 

MYT NETHERLANDS PARENT B.V.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered Securities

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Ordinary Shares, quota value approx. €0.000015 per share(1)	457(c) and 457(h)(2)	13,483,343(3)	$10.31(3)	$	139,013,266.3	0.00015310		$	21,282.99
Equity	Ordinary Shares, quota value approx. €0.000015 per share(4)	—	10,475,800	—		—	—			—
Total Offering Amounts				—	$	139,013,266.3	—		$	21,282.9
Total Fee Offsets				—		—	—			—
Net Fee Due				—		—	—		$	21,282.9

 

(1)	These common shares are represented by American Depositary Shares, or ADSs, which each represent one common share. ADSs issuable upon deposit of the common share registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-252029).
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are calculated using the average of the $11.06 (high) and $9.56 (low) prices of the Registrant’s Common Shares as reported on the New York Stock Exchange on March 7, 2025, which date is within five business days prior to filing this Registration Statement.
(3)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional common shares that become issuable under the Registrant’s Second Amended and Restated MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan (the “Plan”) by reason of any dividend, share split or other similar transaction.
(4)	Represents Ordinary Shares that have been issued, or are issuable, under the Plan and were previously registered under the registration statement on Form S-8 (File No. 333-252319 ), as originally filed with the Securities and Exchange Commission (the “Commission”) by the Registrant on January 22, 2021, and on Form S-8 (File No. 333-272241), as originally filed with the Commission by the Registrant on May 26, 2023.

 

 

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