Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2024)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September2024

Commission File Number: 001-39880

MYT NETHERLANDSPARENT B.V.
(Exact Name of Registrant as Specified in its Charter)

Einsteinring 9
85609 Aschheim/Munich
Germany
+49 89 127695-614
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form20-F or Form40-F.

Form20-FxForm40-F¨

Indicate by check mark if the registrant is submitting the Form6-Kin paper as permitted by RegulationS-T Rule101(b)(1):¨

Indicate by check mark if the registrant is submitting the Form6-Kin paper as permitted by RegulationS-T Rule101(b)(7):¨

MYT Netherlands Parent B.V. announced that it will hold its annualgeneral meeting of shareholders (AGM) on November12, 2024.

ExhibitNo. Description
99.1 MYT Netherlands Parent B.V. DutchStatutory Annual Report for the Financial Year Ended 30 June2024.
99.2 Convening Notice of the AnnualGeneral Meeting of Shareholders
99.3 Agenda for the Annual GeneralMeeting of Shareholders
99.4 Amended Articles of Association

SIGNATURE

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

Date: September19, 2024

Exhibit 99.1

AnnualReport

MYTNetherlands Parent B.V.

FOR THE Year ENDED June30,2024

TABLEOF CONTENTS

Dutch Statutory Directors and Supervisory Board Report 3
1. Introduction 3
2. Company and Business Overview 6
3. Financial Overview 19
4. Risk Management and Risk Factors 44
5. Corporate Governance 101
6. Compensation Report 117
7. Related Party Disclosures 124
8. Protective Measures 124
SIGNATURES 125
Financial Statements Fiscal Year 2024 127
9. Consolidated Financial Statements as of June30, 2024 127
10. Separate FinancialStatements as of June30, 2024 180
Other Information 195
11. Other information 195
12. Independent auditor’s report 195

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Dutch Statutory Directors and SupervisoryBoard Report

1. Introduction

In this annual report, theterms “we,” “us,” the “company,” or “Mytheresa” or similar terms shall mean MYT NetherlandsB.V. and, as the context requires, its subsidiaries. The consolidated financial statements and financial information included in thisAnnual Report were prepared for MYT Netherlands its and consolidated subsidiaries.

Our financial informationis presented in Euros. For the convenience of the reader, we have translated some of our financial information into U.S. Dollars. Unlessotherwise indicated, these translations were made at the rate of €1.00 to $1.092 and €1.00 to $1.0711, the noon buying rateof the Federal Reserve Bank of New York on June30, 2023 and June30, 2024, respectively. Such U.S. Dollar amounts are notnecessarily indicative of the amounts of U.S. Dollars that could actually have been purchased upon exchange of Euros at the dates indicated.All references in this Annual Report to “dollar,” “USD” or “$” mean U.S. Dollars and all referencesto “€” or “euro” mean Euros.

1.1. Preparation

This annual report has beenprepared by Mytheresa's management and has been approved by Mytheresa's management board (the "management board") and Mytheresa'ssupervisory board (the "supervisory board"). It contains (i)the Dutch statutory annual report pursuant to Section2:391of the Dutch Civil Code ("DCC"), (ii)Mytheresa's Dutch statutory annual accounts as defined in Section2:361(1)DCCand (iii)the information to be added pursuant to Section2:392 DCC (to the extent relevant). The financial statements includedin sections 9 and 10 of this annual report have been prepared in accordance with the International Financial Reporting Standards, asadopted by the European Union ("EU IFRS") and Part9 of Book 2 of the DCC. The report of Mytheresa's independent auditor,KPMG Accountants N.V., is included in section 12. The Dutch Corporate Governance Code ("DCGC") recommends that the report includesseparate reports from the management board and the supervisory board. The annual report does not include a separate supervisory annualreport but the annual report includes the information that is required to be included in a supervisory annual report.

1.2. Defined Terms and key Performance Indicators in this Annual Report

Throughout this Annual Report, we use a numberof key terms and provide a number of key performance indicators used by management. These key performance indicators are discussed inmore detail in the sections entitled “Item 5: Operating and financial review and prospects —A. Operating Results”.We define these terms as follows:

·“active customer” means a unique customer account from which an online purchase was made across our sites at least once in the preceding twelve-month period.
·“Adjusted EBITDA and Adjusted EBITDA margin” means net income before finance expense (net), income taxes, and depreciation and amortization, adjusted to exclude Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA is not calculated in accordance with IFRS. Adjusted EBITDA margin is a non-IFRS financial measure which is calculated in relation to net sales. For an explanation of why we use Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation to the most directly comparable measure calculated in accordance with IFRS, please see “Item 5: Operating and financial review and prospects —A. Operating Results”.
·“Adjusted Operating Income and Adjusted Operating Income margin” means operating income, adjusted for the impact of Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Operating Income is not calculated in accordance with IFRS. Adjusted Operating Income margin is a non-IFRS financial measure which is calculated in relation to net sales. For an explanation of why we use Adjusted Operating Income and Adjusted Operating Income margin and a reconciliation to the most directly comparable measure calculated in accordance with IFRS, please see “Item 5: Operating and financial review and prospects —A. Operating Results”.

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·“Adjusted Net Income and Net Income margin” means net income, adjusted for the impact of Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted Net Income is not calculated in accordance with IFRS. Adjusted Net Income margin is a non-IFRS financial measure which is calculated in relation to net sales. For an explanation of why we use Adjusted Net Income and Net Income margin and a reconciliation to the most directly comparable measure calculated in accordance with IFRS, please see “Item 5: Operating and financial review and prospects —A. Operating Results”.
·“average order value” is an operating metric used by management calculated as the total GMV from online orders shipped from our sites during the fiscal year ended on the last day of the period presented divided by the total online orders shipped during the same twelve-month period.
·“contribution profit” means gross profit less shipping, packaging, fulfillment (including personnel), payment expenses and the portion of marketing expenses attributable to retaining existing customers.
·“Gross Merchandise Value” (GMV) is an operative measure and means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not represent revenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales and commission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shipped and GMV.
·“customer acquisition cost” or “CAC” means our online marketing expenses, excluding software costs, which we attribute to acquiring new customers, divided by the number of customers who placed their first order in the relevant period.
·“full-time equivalents” or “FTEs” is presented to quantify the number of employees assuming each employee worked 40 hours per week. Full time employees, who are not conscripted to hours are assumed to work 40 hours per week.
·“lifetime value” or “LTV” means the cumulative contribution profit attributable to a particular customer cohort, which we define as all of our customers who made their initial purchase between July1 and June30 in a given cohort year.
·“net shipped revenue” is an operating metric used by management calculated using total orders shipped, net of returns, applying a monthly foreign exchange rate for each reporting period.
·“total gross sales” means all sales after cancellations, before returns, and includes associated shipping revenues and delivery duties collected.
·“total orders shipped” means the total number of online customer orders shipped to our customers during the last twelve months (LTM) ended on the last day of the period presented.
·“You” refers to the reader of this report.
·“Basis points” or “BPs” refers to a common unit of measure for interest rates and other percentages in finance. One basis point is equal to 1/100th of 1%, or 0.01%, or 0.0001, and is used to denote the percentage change in a financial instrument. The relationship between percentage changes and basis points can be summarized as follows: 1% change = 100 basis points and 0.01% = 1 basis point.
1.3.Special note regarding forward-looking statements

This Annual Report containsstatements that constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation ReformAct of 1995. These statements are neither historical facts nor assurances of future performance. Although we believe that these estimatesand forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties,some of which are beyond our control, and are made in light of the information currently available to us. Our actual results or performancemay differ materially from any future results or performance expressed or implied by these forward-looking statements.

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In some cases, you can identifyforward-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 theseterms or other comparable terminology, although not all forward-looking statements contain these words.

These statements involverisks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materiallydifferent from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonablebasis for each forward-looking statement contained in this Annual Report, we caution you that these statements are based on a combinationof facts and factors currently known by us and our projections of the future, about which we cannot be certain. Should one or more ofthese risks or uncertainties materialize, or should any of these assumptions prove incorrect, the Company’s actual operating andfinancial performance may vary in material respects from the performance projected in these forward-looking statements. Forward-lookingstatements in this Annual Report and the factors that may cause our actual results to differ materially from those expressed or impliedby our forward-looking statements include, but are not limited to, statements and factors about:

the highly competitive nature of our industry and our ability to compete effectively;
our ability to respond to consumer demand, spending and tastes;
our ability to maintain and enhance our brand;
our ability to retain our existing customers and acquire new customers;
the growth of the market for luxury products, and the online market for luxury products in particular;
our ability to obtain and maintain differentiated high-quality products from appropriate brands in sufficient quantities from vendors;
our ability to expand our product offerings;
our ability to effectively manage or sustain our growth, including through new distribution models, such as the curated platform model, and to effectively expand our operations;
our ability to manage currency exchange rate fluctuations;
our ability to obtain and maintain targeted levels of inventory at prices that will make our business model profitable, and of a quality that will continue to retain existing customers and attract new customers;
seasonal sales fluctuations and corresponding working capital requirements;
our ability to optimize, operate, manage and expand our network infrastructure, and our fulfillment centers and delivery channels;
our ability to retain existing vendors and brands and to attract new vendors and brands; and

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general economic conditions, including economic conditions resulting from Russia’s war in Ukraine, the Hamas-Israel conflict, inflation, interest rates and other geopolitical and macroeconomic conditions or trends that may impact consumer demand.

You should refer to the “RiskFactors” section of this Annual Report for a discussion of other important factors that may cause our actual results to differmaterially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you thatthe forward-looking statements in this Annual Report will prove to be accurate.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are basedupon information available to us as of the date of this Annual Report, and although we believe such information forms a reasonable basisfor such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducteda thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain andinvestors are cautioned not to unduly rely upon these statements. Furthermore, if our forward-looking statements prove to be inaccurate,the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regardthese statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specifiedtime frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information,future events or otherwise, except as required by law.

2. Company and Business Overview

2.1. History and development of the company

Wehave historically conducted our business through Mytheresa Group GmbH (formerly named: NMG Germany GmbH), a German limited liabilitycompany (Gesellschaft mit beschränkter Haftung) with its statutory seat in Munich, registered with the commercial register of thelocal court of Munich under HRB 211727 (“MGG”), and its subsidiaries. MGG is wholly owned subsidiary of the issuer, MYT NetherlandsParent B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid)and registered with the Trade Register of the German Chamber of Commerce under number 261084 (“MYT Netherlands”).Except where the context otherwise requires or where otherwise indicated, the terms “Mytheresa,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to MYT Netherlandstogether with MGG and its other consolidated subsidiaries as a consolidated entity; the term “MYT Netherlands” or “theissuer” refers to MYT Netherlands as a stand-alone company; and the term “MYT Holding” refers to MYT Holding LLC, aDelaware limited liability company, as a stand-alone company and, prior to the public offering, the sole shareholder of MYT Netherlands.

MYT Netherlands Parent B.V.is a private company with limited liability, incorporated under the laws of the Netherlands on May31, 2019. The statutory seatof the Company is in Amsterdam, the Netherlands. The registered office address of the Company is at Einsteinring9, 85609 Aschheim,Germany. Our telephone number at this address is +49 89 127695 614. The Company is registered at the trade register of the German Chamberof Commerce under number 261084.

For a discussion of our principalcapital expenditures, refer to Item 5. “Operating and Financial Review and Prospects — B. Liquidity and Capital Resources,”and our Consolidated financial statements included elsewhere in this Annual Report.

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The SEC maintains an internetsite that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronicallywith the SEC at www.sec.gov. Our website address is www. investors.mytheresa.com. We use this investors section of our website as a meansof disclosing material, non-public information. Accordingly, investors should monitor this section of our website, in addition to followingour press releases, SEC filings and public conference calls and webcasts. We have included our website address in this Annual Reportsolely for informational purposes, and the information contained on our website is not incorporated by reference in this Annual Report.

2.2. Organizational structure

The following chart depictsour corporate structure and percentages of economic interest as of the date hereof based on the number of shares outstanding as of June30,2024:

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (1)

In the past year, Mytheresa's organizationalstructure has been updated to include a new subsidiary, Mytheresa Spain Services S.L.U., which was established on October30, 2023.This addition is part of the company's ongoing expansion efforts.

2.3. Property, Plant and Equipment

Facilities

Ourcorporate headquarters are located in Aschheim (Munich), Germany. We rent our central distribution center facility in Heimstetten, Germany,which has approximately 16,970m2of floor space for storage, merchandising operationsand fulfillment and a second fulfillment center in Leipzig, Germany with approximately 54,550m2of floor space. We also rent additional office space in London, Shanghai, Berlin, Barcelona, New York and Milan, in addition to our retailstores in Munich. As part of our strategic focus on global growth, operational excellence and continued profitability, we announced on16 July2024 the consolidation of our distribution and shipping functions into our newly opened state-of-the-art distribution centerin Leipzig, Germany, which already covers 80% of all customer shipments. This move is a commitment to optimizing our global shippingcapabilities even further and meeting the demands of our luxury clientele. We anticipate that this change will result in increased customersatisfaction and cost-effective operations thanks to the unique location of the Leipzig distribution center at the DHL airport, allowingfor much faster international shipping. In connection with the consolidation of our distribution and shipping functions, our legacy distributioncenter in Heimstetten, Germany will be closed. All stock will be transitioned to the Leipzig distribution center, and all staff affectedby this change have been offered the opportunity to transfer to the distribution center in Leipzig or otherwise be supported with sociallyacceptable agreed solutions.

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The following table sets forth information withrespect to our facilities as of June30, 2024:

Location Type Square Meters Lease
Expiration
Right of
Renewal
Aschheim, Germany Corporate Headquarters 9,830 Dec.2032 Yes
Heimstetten, Germany Fulfillment Center 16,970 Jun.2025 Yes
Leipzig, Germany Fulfillment Center 54,550 Apr.2033 Yes
Munich, Germany Store 1,625 Dec.2027 Yes
Munich, Germany Store 102 Dec.2027 Yes
Milan,Italy Photo Studio 1,815 Aug.2025 Yes
Milan,Italy Photo Studio 80 Aug.2027 Yes
Milan,Italy Office space 56 Dec.2029 Yes
Shanghai, China Office space 49 Feb.2025 Yes
Berlin, Germany Office space 250 Sep.2025 Yes
Barcelona, Spain Office space 1,575 Feb.2028 No
New York, USA Office space 390 May. 2027 No
London, United Kingdom Office space 180 Dec.2025 Yes

2.4. Business Overview

Mytheresais a leading luxury multi-brand digital platformfor the global luxury consumershipping to over 130 countries. We offer one of the finest edits in luxury, curated from more than 200 of the world’s most covetedbrands of womenswear, menswear, kidswear and lifestyle products. Our story began over three decades ago with the opening of Theresa,in Munich, one of the first multi-brand luxury boutiques in Germany, followed by the launch of the digital platform Mytheresa in 2006.Today, we provide a unique digital experience that combines exclusive product and content offerings with a differentiated global customerservice, leading technology and analytical platforms, as well as high quality service operations. We are more than just a luxury e-commerceplatform. We build a community for luxury enthusiasts and create desirability with digital and physical experiences. Our more than 30years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, BrunelloCucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresaas a global leader in the luxury multi-brand digital sector.

We acquire and retain customerswho are predominantly working professionals with significant spending power and limited time, shop frequently, seek luxury products thatare not easily found elsewhere and demand superior customer service. These customers are high net worth individuals that value qualityover price and curation over assortment breadth. To reward and engage our most valued customers, we offer a tiered Top Customer program:Inner Circle and Front Row. In fiscal 2024, we generated approximately 39.2% of our GMV from approximately 3.7% of our customers whowere part of the Top Customer program. This program offers a range of benefits, such as first access to runway and exclusive pieces,previews of new season styles, dedicated personal shopping services and invitations to exclusive events and fashion shows as well asother money can’t buy experiences. The exclusive events, collections and campaigns that we create with our luxury brand partnershighlight the innovation and creativity we bring to the luxury fashion world, underpin the strong relationships we have with these brands,and enable us to deepen connections with our most valued customers.

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We have longstanding relationshipswith the world’s most iconic luxury brands, including Alexander McQueen, Balenciaga, Balmain, Bottega Veneta, Brunello Cucinelli,Dolce& Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Stella McCartney and Valentino. In fiscal 2024, ouraverage order value was €703 (fiscal 2023: €641), one of the highest in the industry, reflecting our commitment to true luxury.We curate the most coveted luxury brands, and within those brands, the most on-trend and luxurious pieces. We use a combination of luxuryfashion expertise and data insights to optimize our product assortment architecture. Since our inception, we have retained 100% of ourbrand partners we wanted to keep, which is a testament to our strong, trusted brand relationships.

Our business model combinestechnology, luxury fashion and differentiated customer service on a global scale. The simplicity of our mobile-first website and app(“sites”) creates an efficient and user-friendly shopping experience for our time-constrained, global customers. Our sitesoffer advanced features, including the ability to personalize the customer experience, express checkout processes, and real-time pushnotification order tracking. We have an efficient, repeatable playbook for localizing the customer experience through local language,currencies, payment methods, shipping services and marketing. In fiscal 2024, we generated approximately net sales of 15.2% from Germany,39.6% from Europe (excluding Germany), 20.4% from United States and 24.8% from the rest of world.

Mobile devices represented52% of gross merchandise sales and 81% of pageviews for fiscal 2024, underscoring the importance of our mobile-first approach.

We have rapidly scaled ourglobal customer base and net sales over the past four years, while maintaining our high average order values.

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2)

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (3)

Despite a slight decrease in the number of activecustomers from 856,345 in FY23 to 852,223, in FY24 our company reported €840.8 Million in net sales, representing growth of 9.8%from fiscal 2023.

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (4)

For the fiscal year ended June30, 2024,gross profit was at €384.5 million, an increase of €4.5 million or 1.2% year-over-year. Net loss increased to €24.9 millionin fiscal 2024 from €17.0 million in fiscal 2023. Operating loss is at €22.0 million in fiscal 2024 compared to an Operatingloss of €8.7 million in fiscal 2023. In fiscal 2024, we reported Adjusted Net Income of €7.7 million compared to €18.4million in fiscal 2023. Additionally, in fiscal 2024, we generated €10.6 million compared to €26.8 million, in prior year periodof Adjusted Operating Income, €25.8 million of Adjusted EBITDA compared to €38.4 million in fiscal 2023.

Adjusted Net Income, Adjusted Operating Incomeand Adjusted EBITDA are measures that are not defined in IFRS. For further information about how we calculate Adjusted Net Income, AdjustedOperating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “Item3: Financial Overview

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2.4.1 Our Industry

We operate at the intersection of luxury goods,technology and service. We see ourselves as one of the few winners in an otherwise still tough market environment. We are benefitingfrom the consolidating landscape of luxury e-commerce players in a market that has significant growth prospects based on changing customerpreferences favoring digital channels. We believe we are uniquely positioned to further capture market share as a result of our exclusive,highly curated product assortment, leading service offering and advanced technology.

2.4.2 Luxury Market

The global luxury market, inclusive of luxuryapparel, accessories, beauty and hard goods, is expected to accelerate further reaching €530-570 billion by 2030, According to Bain&Company’s Luxury Goods Worldwide Market Monitor Spring 2024 (the “2024 Bain Study”). We believe luxury is one of thelast attractive categories to expand online and is relatively underpenetrated compared to traditional apparel and footwear.

The personal luxury goods market posted a recordyear in 2023, reaching a market value of €362 billion, despite geopolitical tensions and macroeconomic uncertainty. The growth isexpected to continue in 2024 with an expected 4% to 6% growth over 2023 (based on the Bain& Company’s Luxury Goods WorldwideMarket Study - Spring 2024). According to the 2023 Bain Study, the online penetration of luxury personal goods is expected to increasefrom 22% to 30% from 2021 to 2025.

Consumers generally approach the market in aborderless manner, often purchasing luxury goods across multiple continents, seeking an elevated shopping experience and anytime accesswherever their travels take them.

2.4.3 Online Multi-Brand Retail Taking MarketShare

Global online luxury multi-brand retailers andonline marketplaces are gaining market share over incumbent players, including department stores and luxury retailer’s websites,according to Bain& Company’s 2022 Worldwide Luxury Market Monitor (November2022) (the “2022 Bain Study”).The online luxury retail market is highly fragmented, characterized by primarily regional department stores and boutiques, online marketplacesand only a limited number of global multi-brand retailers. We believe that global multi-branded online retail is a more compelling modelthan marketplaces for both consumers and brands: for consumers due to the desire for well-curated assortments offering a clear pointof view that allows discovery as well as efficient product selection, and for brands to whom multi-brand retailers offer access to attractivecustomers, and most importantly, more control over brand image and pricing integrity. Additionally, online multi-brand retailers complementthe brands’ own direct-to-consumer efforts with cross-category and cross-brand customer insights as well as the ability to ensurebrands are presented consistently with the brand’s desired positioning. The latest McKinsey& Company Outlook from 2024,shows that the luxury segment should show more resilience in the months ahead than other categories.

2.4.4 Wealthiest Consumers are Driving Growthand Resilient Demand

The global luxury market continues to be drivenby the growth of high net worth individuals (“HNWIs”), individuals with greater than $1 million in investable assets, a keyand highly coveted customer demographic with large luxury spend. The wealth of HNWIs has increased at a CAGR of 4.7% from 2016 to 2023,reaching $86.8 trillion as of 2023, according to the World Wealth Report 2024 from Capgemini.

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2.4.5 Luxury Brands Demand First-ClassServiceand Brand Protection

Luxury brands value brand image, pricing integrityand the perception of scarcity across their product portfolios. They are highly selective and seek retail partners who increase theirvisibility to the most affluent luxury consumers while adhering to these core values. Luxury brands are selective with whom they work,terminating relationships, especially with online retailers, if standards are not upheld. These brands prefer partnering with onlineretailers who have full control over all aspects of the shopping experience and deliver exceptional service to protect and enhance theirbrand integrity.

2.4.6 The Luxury Consumer

The luxury market is comprised of several typesof consumers, each with their own lifestyle, income and spending characteristics:

·Theintermittent luxury fashion consumer loves and follows fashion and saves for iconic pieces, which he or she buys occasionally.

·Theeveryday luxury fashion enthusiast has a passion for fashion, is typically a working professional who earns his or her own income andis often time-constrained. This consumer regularly invests in statement pieces and fashion items for special occasions.

·Thetop luxury consumer leads a “jet-set” global lifestyle, has significant wealth, and is willing to spend a significant amounton luxury goods to stay ahead of the latest fashion trends. This consumer prefers newness, shops ready-to-wear clothing season afterseason, and demands a superior shopping experience, high-touch service and quick shipping. This consumer is a high-frequency shopper,making purchases several times a week or even daily on personal and experiential luxury, according to third party research.

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (5)

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We target everyday luxury fashion enthusiastsand top luxury consumers as we believe these customers are the most loyal, value our differentiated service and represent the largestwallet share potential.

2.4.7 Differentiated Value Proposition ofMytheresa for Customers and Brand Partners

Mytheresa provides a vibrant shopping experiencethat brings together hundreds of thousands of luxury consumers with the world’s most exclusive brands.

2.4.8 Our Value Proposition to Customers

Trusteddiscovery platform and curated assortment of the most coveted luxury brands. We provide customers with one of the finest editsof the most coveted luxury brands. For example, of the over 14,000 stock-keeping units (“SKUs”) we curate from our top 30selling luxury designer brands, an estimate of around 24% of those items overlapped with our multi-brand competitors according to anongoing internal pricing analysis comparison Our content and brand stories, which are produced 100% in-house, inspire our customer andare integral to Mytheresa’s reputation as a trusted fashion authority for discovery. Our highly curated edit of luxury is coreto our DNA and allows us to translate fashion from the runway to the wardrobes of our customers. We encourage daily discovery throughour “New Arrivals” section on our sites, as well as real-time product recommendations and inspirational content. For membersof our Top Customer program we take our curation to a deeper level with personal shoppers, who know each customer’s specific fashionaesthetic and will recommend pieces via the preferred communication channel of the customer (phone, email, text message or other messagingplatforms), or in some cases, hosting personal styling appointments.

Exclusiveaccess to capsule collections. Our deeply entrenched and long-term relationships with the most coveted luxury brands allowus to provide unique offerings to our customers, including exclusive capsule collections, product personalization and first access throughexclusive pre-launches. In fiscal 2024, we launched 76 exclusive capsule collections and Pre-Launch campaigns with in-house producedexclusive content from brands including Moncler, Valentino, Loro Piana, Dolce&Gabbana, Bottega Veneta, Gucci, Pucci, Loewe, Givenchy,Khaite, Toteme and many more.

Superiorservice drives differentiated shopping experience. We are dedicated to providing our customers with superior service throughouttheir shopping experience and believe this sets us apart from our competitors. We have team members who are available to serve our customers24 hours per day, seven days a week and in eight languages. Additionally, our localized websites, which are also available in eight languagesand eight currencies, and our global in-house logistics capabilities provide the fast, efficient and frictionless shopping experienceour global customers demand. We believe customers are loyal to Mytheresa because we provide excellent service every time they interactwith us. Our emphasis on exceptional service is inherent throughout all customer touchpoints, including our sites, customer care, deliveryand global personal shopping team. For example, we provide customers with personalized product recommendations, last-minute deliveries,and hand-signed notes with our delivered products to personally connect and provide the high-touch service our customers enjoy. Our customersatisfaction with our service and experience is evidenced by our best-in-class net promoter score of 75.2%, which is an annualized averageof weekly measurements conducted by us in fiscal 2024. Through our distribution and fulfillment capabilities, we offer fast shippingto our customers in metropolitan areas globally in less than 72 hours, with one to two days shipping service in all of Europe where expressshipping is available. Our customer service teams are experts in working with luxury customers. We received approximately 6,230 callsper week, on average, during fiscal 2024, with approximately 81.4% of 323 thousand calls answered within 20 seconds.

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Specialbrand experiences for our top customers. In fiscal 2024, we invited our top customers around the world to 33 "money-can’t-buy"experiences. Highlights include the launch of the exclusive Dolce&Gabbana collection with an authentic Italian experience on thepicturesque island of Capri, a private tour with Miu Miu proving access to Gustav Klimt´s The Kiss in Vienna at the Belvedere Palace,an exclusive two-day Italian experience including an intimate dinner and picnic with Brunello Cucinelli at Lake D´Orta in attendanceof Executive Chairman& Creative Director Brunello Cucinelli, the launch of the Valentino Escape 2024 Capsule Collection witha private dinner and tour on board of the Iconic Christina O. sailing along the French Rivera, an elevated cocktail and dinner with Khaitein celebration of PFW, a 24-hour experience with three events including an exhibition, talk and dinner celebrating SHFW with Courrègesat Fotografiska in Shanghai, China, as well as VIC dinners in China, Singapore and the US. In addition, multiple non-public top customerexperiences have been hosted for example with Gabriela Hearst in New York and at the Givenchy Haute Couture Salon in Paris. These eventsand brand experiences provide our top customers, press, influencers and friends of the house with “money-can’t-buy”experiences, while also giving us the opportunity to amplify the content created across social media.

Unique physical luxury experiences to engagewith our customers. In order to engage and build personal relationships with high-net worth customers, Mytheresa and Flamingo Estatehosted a 8-week pop-up in partnership with Porsche in East Hampton, in the United States. We converted a former auto body repair shopinto a luxurious, interactive, summer body shop, offering a highly curated selection of fashion, accessories, fine jewelry and watchesincluding exclusives from brands like Toteme, Khaite, Valentino, Etro, Dries Van Noten and Missoni as well as hosting several shoppingevents in the location with partners such as Ruslan Baginsky, Missoni, Ananya, Etro and Savette. In addition, we hosted a four-weeksHoliday House pop-up in collaboration with Flamingo Estate in Los Angeles during holiday season. The pop up was a replica of FlamingoEstate made of ginger bread with Mytheresa products featured throughout and a dedicated Mytheresa wardrobe.

2.4.9 Our Value Proposition to Brand Partners

OnlineVisibility to Highly Coveted Global Luxury Customers. In addition to brands appearing on our sites, we create exclusive experiencesand collections that provide additional opportunities to engage with our customers and social media followers. In addition to our 33events, we launched 76 campaigns in collaboration with our brand partners to launch exclusive products only available on Mytheresa orfirst available on Mytheresa. We launched several exclusive collections, such as Dolce&Gabbana’s exclusive capsule collection,featuring Capri’s iconic spots, exclusive summer collections from Givenchy, Missoni, Khaite, Dries Van Noten and Toteme. Loewe’sPaula’s Ibiza and Loewe x On collections with exclusive styles, exclusive bag launches with Loewe and Bottega Veneta, exclusivepre-launches with Alaia, Saint Laurent, Brunello Cucinelli, Valentino and ski collections of Pucci x Fusalp and Balenciaga. Other highlyvisible campaigns include the exclusive capsule collections of Courrèges, Magda Butrym, and Chloé, as well as a video createdby Mytheresa to celebrate the exclusive capsule collection of Brunello Cucinelli both for womenswear and menswear featuring artists GretaBellamacina and her husband Robert Montgomery.

Innovativeand Engaging Content Across Media Formats. We produce 100% proprietary content in-house across different media formats includingfilms, music videos, games, magazines and photography shoots on behalf of, and in partnership with, our brand partners. We place thiscontent across our consumer touchpoints, including our home page, app, mobile first newsletter, paid formats and social media that includesour own managed platforms ranging from Instagram and Pinterest to WeChat and RED. We take a product-focused and experiential approachto content creation, which has differentiated and strengthened our longstanding relationships with some of the world’s leadingluxury brands. Our highly stylized production showcases our brand partners’ products at their best, and our brand partners oftenpromote our content and edits on their own social media accounts and websites. We also regularly achieve extensive global publicity forour brand partners and ourselves through features and exclusive stories, as well as through our more than 3.91 million followers, asof June30, 2024, across social media platforms.

EstablishedReputation for Being Trusted Brand Stewards and Maintaining Brand Integrity. We are viewed as an integral global partner andhave consistently been recognized as such by leading luxury brands including Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci,Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more. Our focus only on the most valuable luxury customers, ourability to deliver a superior service experience and our strong full price sell-through highlight our commitment to maintaining brandintegrity for our brand partners.

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Data-DrivenAnalytics and Customer Insights. We have developed significant data capabilities and insights across our platform. We regularlyprovide our brand partners with detailed aggregated data, analysis, and customer insights on metrics such as product performance, spendingand trend patterns, brand affinity, product adjacencies, subcategory penetrations and geographic reach.

2.4.10 Our Competitive Strengths

We attribute our market success, continuous growthand strong profitability to the following competitive strengths:

Customer-FirstApproach with Deep Understanding and Analytical Insight. We target, acquire and retain the most valuable luxury customersby pairing superior service with advanced technology. Our deep understanding of our customers enables us to provide a shopping experiencetailored to them and drive loyalty. Our customer is time-constrained, requires efficient, personalized service, and favors our easy-to-usesites. Unlike online fashion marketplaces where customers go to price compare common luxury SKUs, we believe our customers shop our platformfor discovery and access to exclusive products they cannot find elsewhere. To assist this shopping experience, we have invested in arobust technology platform that allows us to analyze data to produce actionable insights that we use to identify customers and personalizeour site, emails, and brand recommendations for them. Our data-driven technology platform is integral to our merchandising and marketingfunctions and enables us to consistently deliver a superior shopping experience to several hundred thousand customers across over 130countries. A key component of our customer experience is a mobile and app-first approach. In fiscal 2024, mobile orders accounted for52% of our net sales, of which 44% were app orders, and approximately 81% of pageviews were generated via mobile app, tablet, andmobile phone. We combine data-driven customer insights, decades of thought-leadership in fashion, and exceptional customer service todeliver an unparalleled customer experience.

OurCurated Product Assortment Offers One of The Finest Edits In Luxury Fashion. We believe our curated assortment is the preferredplatform for customers and brands compared to department stores, marketplaces and other online players. We offer leading luxury brandsvisibility to a highly valuable audience, customer trend insights across multiple brands and categories, and most importantly, more controlover brand image and pricing integrity. We assort the most coveted brands and, from those brands, the most differentiated, relevant andluxurious pieces. Our edit features a meticulously curated, elevated assortment of luxury products that we display in an attractive wayacross our sites and content. Our platform facilitates discovery through personalized recommendations and convenient comparison features.Through our deep understanding of our customers’ needs, we are able to buy an optimal selection of curated inventory to consistentlyturn inventory with a high full price sell-through.

HighlyLoyal and Engaged Global Luxury Customer Base. We have deep relationships with a growing number of dedicated luxury and highlycoveted, high net worth customers. We have grown our active customer base at a 25.7% CAGR since fiscal 2016, with 75.5% of net salesin fiscal 2024 coming from existing customers. To reward and engage our most valued customers, we offer a tiered Top Customer program:Inner Circle and Front Row. Our emphasis on targeting and serving these top customers resulted in the generation of approximately 39.2%of our GMV from approximately 3.7% of our top customers in fiscal 2024. Given our value proposition, high average order value, and strongcustomer loyalty, we achieved a 4.0x 8-year LTV to CAC ratio for the 2016 cohort, which demonstrates the effectiveness of our marketingspend and long-term profitability of our business model. Further, once a customer commits to our platform, they spend more over time,as evidenced by our 80% net sales retention from prior year cohorts and our approximately 94% net sales retention for cohorts who havebeen with us for more than two fiscal years, representing our ability to retain customers and to increase active customers’ spendand frequency, in fiscal 2024.

Partnerof Choice for the World’s Most Coveted Luxury Brands. We have a rich, 30-year heritage of working with more than 200of the most coveted luxury brands, who trust us for our commitment to full-price integrity, appreciate our innovative approach to targetingdigital luxury consumers, and often provide us access to exclusive products and collections. In fiscal 2024, we featured 76 exclusivecapsule collections and campaigns from preeminent designers including Moncler, Valentino, Gucci, Loro Piana, Dolce&Gabbana, Loewe,Givenchy, Khaite, Toteme and many more. Our average tenure with our top 30 brands is more than 10 years and we have retained 100% ofour brand partners we wanted to keep since our founding. This underscores the strength of our relationships and differentiates Mytheresaas one of the online retailers that luxury brands prefer to partner with. Additionally, our top 30 brands’ share of overall netsales has remained stable as we have scaled the business.

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Combinationof Growth and Profitability with Attractive and Sustainable Unit Economics. As a result of our top-of-funnel brand campaignsand our sophisticated performance marketing efforts, we acquire customers efficiently and profitably and attract high quality customerswho have a high propensity to repeat. As we have scaled our customers and net sales over the years, we have improved profitability throughour commitment to price integrity, yielding a high gross margin, as well as efficient marketing and leveraging of our fixed cost base.

Experiencedand Proven Management Team Combining Expertise From Luxury and Digital Worlds. Our team is led by our Chief Executive Officer,Michael Kliger, who joined Mytheresa in 2015 from eBay Enterprise where he was a Vice President for all of Europe and Asia Pacific. Hisdeep customer knowledge across geographies has helped accelerate growth and enhance profitability. Michael is complemented by our experiencedsenior management team with industry-leading expertise across luxury, technology and e-commerce operations. The business verticals areled by Dr.Martin Beer (Chief Financial Officer), Sebastian Dietzmann (Chief Operating Officer), Gareth Locke (Chief Growth Officer)and Richard Johnson (Chief Commercial Officer). Like our customers, we are diverse, with employees representing more than 109 nationalitiesand 57% of whom were women as of June30, 2024. Our culture is collaborative, confident, creative, accountable, performance drivenand dedicated to delivering to our customers the finest edit and service in luxury.

2.4.11 Growth Strategies

We plan to drive our market leadership, growthand profitability through the following strategies:

ProfitablyAcquire New Customers. We will focus our efforts on reaching the world’s most affluent luxury consumers. We believeour market share is less than 1% in the online personal luxury goods category. Given the strong projected growth of the luxury market,we believe we have a significant opportunity to expand our customer base in both our existing and new markets. We expect to attract newcustomers in all geographies including Europe, as well as the United States, middle east and Asia. Our demonstrated playbook for localizingnew geographies is efficient, effective and repeatable. We leverage localized social media content and influencers, curation, languagesand events to bring the Mytheresa brand to new markets. We believe our exclusive aspirational content and events resonate globally, providinga scalable marketing engine to efficiently acquire new customers across geographies. Through our more than 3.91 million followers asof June30, 2024, across social media platforms and our luxury influencer relationships, we believe we will continue to reach newcustomers and raise brand awareness globally through this low-cost medium. We intend to augment our core performance marketing strategyby pursuing App download advertising, further optimizing bidding rulesfor paid search engines, scaling organic search content inseveral additional languages, introducing a new customer acquisition model, and accelerating social media channel growth.

Continueto Expand Share of Wallet and Retention for Existing Customer Base. We plan to deepen our existing customer relationshipsto improve our strong revenue retention and increase our wallet share with customers. We believe we can increase purchase frequency andspend by improving our customer experience, Top Customer program and brand relationships. We will enhance our customer experience bycontinuing to refine our customer analytics, increasing personalization and product recommendations, improving the mobile experienceand providing additional opportunities to pre-order exclusive products as well as expanding our team of personal shoppers across theglobe. We will make selective improvements to our Top Customer program offerings and localization as we continue to expand globally.To supplement our top-tier offering for our most valued customers, we will continue to partner with brands to host our exclusive eventswhile also improving service levels in key geographies through local support staff and distribution capability enhancements. Furthermore,we expanded our successful exclusive re-sale service in partnership with Vestiaire Collective to all our customers in Europe, the UKand the US.

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Expandwallet share with the launch of Mytheresa Kids. In January2019, we officially launched our kidswear offer with 35 brandswhich we has grown to 57 brands. Given the significant proportion of our top customers who have children and are looking to purchaseluxury kidswear, we continue to grow our offer from the kidswear collections of our top brand partners such as Brunello Cucinelli, Chloe,Dolce& Gabbana, Gucci, Moncler, Stella McCartney and Zimmermann. We also see fantastic growth from kidswear onlybrands like Bonpoint, where sales are driven by our Top Customer. Like we do with womenswear, we have also been able to introduceexclusive kidswear items only available at Mytheresa.com with brands like Dolce Gabbana and Max Mara (the latter a collaboration to celebratethe 10 year anniversary of the Max Mara Teddy coat). Our unique focus on luxury and our famous curation unlocks incremental wallet sharefrom our customers who already know and trust our curated offer and wish to purchase luxury products for the children in their lives.While 56% of kidswear items have been bought by existing customers, 44% of purchases have been purchased by customers that have discoveredMytheresa.com through our luxury kidswear, which presents an opportunity for additional growth across multiple departments. What’smore, from the total amount of FTBs (first time buyers) acquired in FY24, 8.6% included at least 1 KW item in their first order.In a short time, we have become a significant player in the global luxury kidswear market. The department has shown double digitgrowth YOY, during a time where many of our competitors are struggling. The synergies with our existing business are reflectedwith 88% of our existing customers who bought kidswear items already bought other items, mostly from our womenswear collections. Thisstrengthens the unit economics of our kidswear presentation.

‘Tobe the global destination for Fine Jewellery and Watches.Expanding our true luxury offering to better service our Top Customerand increase AOV with the launch of the dedicated Fine Jewellery and Watches category. In May2023 we officiallylaunched Fine Watches at Mytheresa.com with the introduction of Certified Pre-Owned watches in collaboration with Bucherer 1881.This has enabled us to showcase CPO watches from brands such as Audemars Piguet, Cartier, Chopard, Omega and Panerai and we continueto grow our brand offer within the category.We launched Fine Jewellery in September2023, with the goal to offer the bestedit in multi-brand luxury Fine Jewellery. We expanded the brand mix introducing designers such as Ananya, Anita Ko and Foundraeas well as increasing and elevating our offer from existing brands within our portfolio such as Pomellato, Repossi and Suzanne Kalan.InDecember2024 we introduced high price point items over 50k and received immediate demand for these very special pieces sale.Salestaken from products above 10k now make up 25% of our sales mix and we have seen our Top Customer client base increase within the FineJewellery department whom now account for 74% sales share of the department. This has resulted in growth of our Top Customers whoalready bought Fine Jewellery and additionally captured new Top Customers who had not bought Fine Jewellery with us before.We planto grow and further elevate our brand portfolio and product mix in the coming years.’

Furtherbuilding a reputation as the leading player for luxury Menswear.We launched Mytheresa Men in January2020 withmore than 100 curated brands to target the modern, affluent man with a curated, inspiring product offer reflecting the zeitgeist in men’sfashion. Our ambition is to become the global opinion leader in and definitive online destination for luxury menswear. Our positioningis clear within timeless luxury for a sophisticated consumer and as such have built dedicated men’s buying, creative, marketing,communication and merchandising teams to develop the business distinct from our womenswear offer. We see ongoing support from our brandpartners as evidenced by the fact that we offered exclusive collections and pre-launches from Gucci, Loro Piana, Loewe, Tom Ford, Moncler,The Row and Brunello Cucinelli. We are in a prime position to become the authority in an evolving menswear space, given our ability todefine menswear with a new market position and the relationships we have built with our brand partners who are among the top names inluxury menswear.

While we initially leveraged our existing sitetraffic and reputation as a luxury authority to grow our menswear business, we have already seen tremendous successthrough MytheresaMen, with 19% of all Mytheresa customers in fiscal year 2024 consisting of menswear customers, and the average basket spend of our menstop customer segment also growing. We believe that the success of Mytheresa Men since launch demonstrates its potential to become animportant source of growth for our overall business and an opportunity to bring new customers to the Mytheresa platform.

Following the highly successful online launchof menswear and the initial opening of the Mytheresa Men’s Store in 2020, we renovated and expanded our menswear store in Munich’scity center in June2023, underlining our customer-first approach and greatly enhancing the shopping experience for our customers.The store has undergone a remarkable transformation, presenting an extended retail space that reflects a design concept embodying theessence of modern luxury, to become the leading destination for luxury menswear both digitally and physically. The floor space has nowexpanded from 100 to approximately 300 square-meters, offering a highly curated selection of men’s ready-to-wear, leather goods,accessories, and footwear collections from the world’s leading luxury brands and designers.

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Expandwallet share with the launch of Mytheresa Life: We launched the new category Life in May2023, extending Mytheresa’srenowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décorand other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury designin their wardrobes as well as their homes. The curated assortment includes interior and lifestyle products from iconic fashion housessuch as Loro Piana, Missoni, Dolce&Gabbana and Aquazzura to renowned interior design brands, including Vitra, Fornasetti and Cassina,to independent home décor and table top specialists like Ginori 1735, 101 CPH, 1882 LTD., Serax and Zaha Hadid. Being the onlycurated luxury online platform to combine womenswear, menswear, kidswear and now lifestyle products, makes us a truly unique and engagingdestination for luxury shoppers.

AccessNew Complementary Customer Categories. We plan to increase our share of customer and household wallet share as well as attractnew customers globally by investing in new categories to complement our strong existing business. Fully in line with that was the launch,in the fourth quarter, of our exclusive partnership with Bucherer, the world’s largest luxury watches and jewellery retailer fromSwitzerland, to offer certified pre-owned watches with an international two-year warranty and full-service package directly from thewatch experts of Bucherer. The offer initially launched in Europe and covers the most elevated selection of high-end and certified pre-ownedtimepieces from brands such Audemars Piguet, Breitling,IWC Schaffhausen, Jaeger-LeCoultre and Omega. So far, the most expensivewatch sold on our platform was an 86,000 EUR Audemars Piguet Royal Oak watch.

EnhanceOur Trusted Relationships with the World’s Most Coveted Brands. We will continue to enhance our value proposition forboth customers and brands to attract new high net worth customers globally and further increase our desirability with top brands. Wewill enhance our brand relationships by providing customer insights and ensuring that luxury brands come alive for our digital luxurycustomer through production of exclusive content. We expect to continue to increase our access to exclusive merchandise and capsule collectionswith the world’s most iconic luxury brands. To this end we are also continually exploring new partnership models with the world’stop luxury brands to provide our customers full access to product ranges and supply levels usually only available to the retail networkof brands.

ContinueTo Innovate and Leverage Use of Proprietary Data Insights. We plan to continue to identify ways to leverage our proprietarydata to optimize the Mytheresa experience for both our customers and our brand partners. In addition, we plan to continue innovatingand investing across our user interface, technology platform, supply chain and distribution, and localization capabilities to improveservice levels and further enhance and personalize our customer’s experience. Our data helps inform the product assortment architecturewhich is pivotal in optimizing inventory for both our brand partners and us alike. As we scale, our global data repository grows turningthe buying process into a data enhanced science. While we have been able to build our capabilities in house, we will evaluate partnerships,alliances and acquisition opportunities that enable new go-to-market strategies to further our reach and customer loyalty. Additionally,by leveraging advancements in artificial intelligence and machine learning, we will refine our merchandising and marketing capabilitiesto incorporate visual search capabilities and enhance our size and fit optimization.

Investmentin Profitable Growth Opportunities. We continually evaluate opportunities to accelerate our growth strategy. These will benefitfrom leveraging our existing customer base and will benefit from the Mytheresa brand perception in the market.

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3. Financial Overview

3.1. Selected financial data

The selected consolidated financial data foreach of the years ended June30, 2023 and 2024 have been derived from our consolidated financial statements and notes thereto setforth in section 9 of this annual report. The following selected consolidated financial data should be read in conjunction with 3.2.Management's discussion and analysis of financial condition and results of operations and our consolidated financial statements and relatednotes appearing elsewhere in this annual report. Our financial statements included herein are prepared in accordance with EU IFRS andwith Part9 of Book 2 of the DCC.

We present Adjusted EBITDA, Adjusted OperatingIncome, and Adjusted Net Income because they are frequently used by our management and used by analysts, investors and other interestedparties to evaluate companies in our industry. Further, we believe Adjusted EBITDA, Adjusted Operating Income, and Adjusted Net Incomeare helpful measures in highlighting trends in our operating results, because they exclude certain types of expenses which are not reflectiveof our ongoing operations and performance.

Furthermore, other companies in our industrymay calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures.

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We use the following metricsin addition to Segment EBITDA (see also note A.5.7) to assess the progress of our business, make decisions on where to allocate timeand investments and assess the near-term and longer-term performance of our business:

Fiscal Year Ended
(in millions) June30, 2022 June30, 2023 June30, 2024 FY24 vs FY23
Change
in % / BPs
Gross Merchandise Value (GMV) (1) € 745.3 € 853.2 € 913.6 7.1%
Active customer (LTM in thousands) (2) 781 856 852 (0.5%)
Total orders shipped (LTM in thousands) (2) 1,765 2,012 2,090 3.9%
Average order value (LTM) (2) 626 654 703 7.4%
Net sales € 687.8 € 766.0 € 840.9 9.8%
Gross profit € 353.0 € 380.0 € 384.5 1.2%
Gross profit margin 51.3% 49.6% 45.7% (390 BPs)
Operating Income (loss) € 2.9 € (8.7) € (22.0) 152.9%
Operating Income (loss) margin 0.4% (1.1%) (2.6%) (150 BPs)
Net loss € (9.3) € (17.0) € (24.9) 46.4%
Net loss margin (1.4%) (2.2%) (3.0%) (80 BPs)
Adjusted EBITDA(3) € 66.7 € 38.4 € 25.8 (32.8%)
Adjusted EBITDA margin(3) 9.7% 5.0% 3.1% (190 BPs)
Adjusted Operating Income(3) € 57.7 € 26.8 € 10.6 (60.3%)
Adjusted Operating Income margin(3) 8.4% 3.5% 1.3% (220 BPs)
Adjusted Net Income(3) € 45.5 € 18.4 € 7.7 (58.4%)
Adjusted Net Income margin(3) 6.6% 2.4% 0.9% (150 BPs)
(1)Gross Merchandise Value (“GMV”) is an operative measure and means the total Euro value of orders processed, either as principal or as agent. GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes, applicable sales taxes and cancellations. GMV does not represent revenue earned by us.
(2)Active customers, total orders shipped and average order value are calculated based on the GMV of orders shipped from our sites during the last twelve months (LTM) ended on the last day of the period presented.
(3)Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins as a percentage of net sales, are measures that are not defined under IFRS. We use these financial measures to evaluate the performance of our business. We present Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins, because they are used by our management and frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results, because they exclude the impact of items, that are outside the control of management or not reflective of our ongoing core operations and performance. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income have limitations, because they exclude certain types of expenses. Furthermore, other companies in our industry may calculate similarly titled measures differently than we do, limiting their usefulness as comparative measures. We use Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income, and their corresponding margins, as supplemental information only. You are encouraged to evaluate each adjustment and the reasons we consider it appropriate for supplemental analysis. Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income in the current and prior periods presented have been changed to reflect our updated methodology in adjusting for share-based compensation.

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Fiscal Year Ended
(in € thousands) June30, 2022

June30,2023

June30, 2024
Net loss (9,317) (17,019) (24,911)
Finance (income) expenses, net 998 2,460 4,772
Income tax expense 11,184 5,877 (1,814)
Depreciation and amortization 9,088 11,653 15,205
thereof depreciation of right-of use assets 5,657 8,492 9,490
EBITDA 11,953 2,971 (6,748)
Othertransaction-related, certain legal and other expenses (1) 2,493 5,446 14,081
Share-basedcompensation (2) 52,303 30,021 18,508
Adjusted EBITDA 66,749 38,438 25,841
Reconciliation to Adjusted EBITDA Margin
Net Sales €687,781 766,003 840,852
Adjusted EBITDA margin 9.7% 5.0% 3.1%
Fiscal Year Ended
(in € thousands) June30, 2022

June30,2023

June30, 2024
Operating Income (loss) 2,864 (8,682) (21,953)
Othertransaction-related, certain legal and other expenses (1) 2,493 5,446 14,081
Share-basedcompensation (2) 52,303 30,021 18,508
Adjusted Operating Income 57,659 26,785 10,636
Reconciliation to Adjusted Operating Income Margin
Net Sales €687,781 766,003 840,852
Adjusted Operating Income margin 8.4% 3.5% 1.3%
(1)Other transaction-related, certain legal and other expenses represent (i)professional fees, including advisory and accounting fees, related to potential transactions, (ii)certain legal and other expenses incurred outside the ordinary course of our business and (iii)other non-recurring expenses incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.
(2)Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.

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Fiscal Year Ended
(in € thousands) June30, 2022 June30, 2023 June30, 2024
Net loss (9,317) (17,019) (24,911)
Othertransaction-related, certain legal and other expenses (1) 2,493 5,446 14,081
Share-basedcompensation(2) 52,303 30,021 18,508
Adjusted Net Income 45,479 18,448 7,677
Reconciliation to Adjusted Net Income Margin
Net Sales €687,781 766,003 840,852
Adjusted Net Income margin 6.5% 2.3% 0.9%
(1)Other transaction-related, certain legal and other expenses represent (i)professional fees, including advisory and accounting fees, related to potential transactions, (ii)certain legal and other expenses incurred outside the ordinary course of our business and (iii)other non-recurring expenses incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.
(2)Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.

GrossMerchandise Value (GMV)

GMV is an operative measureand means the total Euro value of orders processed, including the value of orders processed on behalf of others for which we earn a commission.GMV is inclusive of product value, shipping and duty. It is net of returns, value added taxes and cancellations. GMV does not representrevenue earned by us. We use GMV as an indicator for the usage of our platform that is not influenced by the mix of direct sales andcommission sales. The indicators we use to monitor usage of our platform include, among others, active customers, total orders shippedand GMV.

ActiveCustomers

We define an active customeras a unique customer account from which an online purchase was made across our sites at least once in the preceding twelve-month period.In any particular period, we determine our number of active customers by counting the total number of unique customers who have madeat least one purchase across our sites in the preceding twelve-month period, measured from the last date of such period. We view thenumber of active customers as a key indicator of our growth, the reach of our website, consumer awareness of our value proposition andthe desirability of our product assortment. We believe our number of active customers drives both net sales and our appeal to brand partners.

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Total Orders Shipped

We define total orders shippedas an operating metric used by management, which is calculated as the total number of online customer orders shipped to our customersduring the fiscal year ended on the last day of the period presented. We view total orders as a key indicator of the velocity of ourbusiness and an indication of the desirability of our products. Total orders shipped and total orders recognized as net sales in anygiven period may differ slightly due to orders that are in transit at the end of any particular period.

AverageOrder Value

We define average order valueas an operating metric used by management, which is calculated as our total GMV from online orders shipped from our sites during thefiscal year ended on the last day of the period presented divided by the total online orders shipped during the same twelve-month period.We believe our consistent high average order value reflects our commitment to price integrity and the luxury nature of our products.Average order value may fluctuate due to a number of factors, including merchandise mix and new product categories.

Adjusted EBITDA andAdjusted EBITDA margin

AdjustedEBITDA is a non-IFRS financial measure that we calculate as net income before finance expense (net), taxes, and depreciation and amortization,Other transaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted EBITDA margin is anon-IFRS financial measure which is calculated in relation to net sales.

Adjusted OperatingIncome and Adjusted Operating Income margin

AdjustedOperating Income is a non-IFRS financial measure that we calculate as operating income, Other transaction-related, certain legal andother expenses and Share-based compensation expense. Adjusted Operating Income margin is a non-IFRS financial measure which iscalculated in relation to net sales.

Adjusted Net Incomeand Adjusted Net Income margin

AdjustedNet Income is a non-IFRS financial measure that we calculate as net income, Other transaction-related, certain legal and other expensesand Share-based compensation expense. Adjusted Net Income margin is a non-IFRS financial measure which is calculated in relationto net sales.

Adjusted EBITDA, AdjustedOperating Income and Adjusted Net Income and their corresponding margins as a percentage of net sales are key measures used by managementto evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.In particular, the exclusion of certain expenses in calculating Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income facilitatesoperating performance comparisons on a period-to-period basis and excludes items that we do not consider to be indicative of our coreoperating performance.

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Adjusted selling, generaland administrative and Adjusted selling, general and administrative cost ratio

Adjusted selling, generaland administrative is a non-IFRS financial measure that we calculate as selling, general and administrative adjusted to exclude Othertransaction-related, certain legal and other expenses and Share-based compensation expense. Adjusted selling, general and administrativecost ratio is a non-IFRS measure which is calculated in relation to GMV.

3.2. Management's discussion and analysisof financial condition and results of operations

3.2.1. Business Overview

Mytheresa is a leading luxurymulti-brand digital platform for the global luxury consumer shipping to over 130 countries. We offer one of the finest edits in luxury,curated from more than 200 of the world’s most coveted brands of womenswear, menswear, kidswear and lifestyle products. Our storybegan over three decades ago with the opening of Theresa, in Munich, one of the first multi-brand luxury boutiques in Germany, followedby the launch of the digital platform Mytheresa in 2006. Today, we provide a unique digital experience that combines exclusive productand content offerings with a differentiated global customer service, leading technology and analytical platforms, as well as high qualityservice operations. We are not just a luxury e-commerce platform. We create a luxury community for luxury enthusiasts and create desirabilitythrough digital and physical experiences. Our more than 30 years of market insights and long-standing relationships with the world’sleading luxury brands, such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, SaintLaurent, Valentino, and many more, have established Mytheresa as a global authority in luxury goods.

3.2.2. Business Highlights

Despite a slight decrease in the number of activecustomers from 856,345 in FY23 to 852,223, in FY24 our company experienced a growth of top customers by 5.0%, a notable increase in boththe average order value from €654 in FY23 to €703 in FY24 and net sales from €766.0 million in FY23 to €840.9 millionin FY24. This trend indicates that while we have a very similar customer base compared to the previous fiscal year, the remaining customersare engaging more deeply with our products. For the fiscal year ended June30, 2024 gross profit was at €380.0 million, anincrease of €4.5 million or 1.2% year-over-year. Operating Loss is at €22.0 million in fiscal 2024 compared to an Operatingloss of €8.7 million in fiscal 2023. Net loss increased to €24.8 million in fiscal 2024 from €17.0 million in fiscal 2023.In fiscal 2024, we reported Adjusted Net Income of €7.7 million compared to €18.8 million in fiscal 2023. Additionally, infiscal 2024, we generated €10.6 million compared to €26.8 million, in prior year period of Adjusted Operating Income, €25.8million of Adjusted EBITDA compared to €38.4 million in fiscal 2023.

Adjusted Net Income, AdjustedOperating Income and Adjusted EBITDA are measures that are not defined in IFRS. For further information about how we calculate AdjustedNet Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparableIFRS measures, see “3. Financial Overview – 3.1. Selected financial data”

3.2.3. Factors Affecting our Performance

To analyze our business performance,determine financial forecasts and help develop long-term strategic plans, we focus on the factors described below. While each of thesefactors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfullyaddress in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussedbelow and in the section of this report titled ‘‘Risk Factors.’’

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OverallEconomic Trends

The overall economic environmentand related changes in consumer behavior have a significant impact on our business. Though it is generally more muted in our high networth customer cohort versus a broader demographic, positive conditions in the broader economy promote customer spending on our website,while economic weakness, which generally results in a reduction of customer spending, may have a negative effect on customer spend. Globalmacroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limitedto, employment rates, trade negotiations, availability of credit, inflation, interest rates and fuel, regional military conflicts andenergy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.

Growthin Brand Awareness

We will continue to investin brand marketing activities to expand brand awareness. As we build our customer base, we will launch additional brand marketing campaigns,host events and develop in-house product content to attract new customers to our platform. If we fail to cost-effectively promote ourbrand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.

ConsumerAcquisition and Engagement

Our financial performancedepends on the expenses we incur to attract and retain consumers and the revenues we then generate with the customers. To continue togrow our business profitably, we need to acquire and retain customers in an efficient manner and of high quality. We acquire customersthrough our brand marketing and performance marketing efforts. To measure the effectiveness of our marketing spend, we analyze CAC andLTV.

CustomerAcquisition Cost. We define CAC as all of our online marketing expenses, excluding software costs, which we attributeto acquiring new customers in a given year, divided by the number of customers who placed their first order in the relevant year. Thesecosts accounted for approximately 80% of our total marketing expense in fiscal 2024 as we exclude public relations and creative productioncosts, as well as marketing expense attributable to retaining existing customers when evaluating CAC. We manage CAC methodically, continuallyusing customer data to optimize our global customer acquisition strategy.

Starting in fiscal 2017,we introduced a proprietary marketing attribution system focused on customer journeys across media channels. We additionally began utilizingdata analytics and algorithms to optimize our paid marketing efforts and bidding strategies to acquire customers whom we believe willdeliver high lifetime values. Collectively, these efforts have resulted in historically declining and now stable CAC, despite a stronggrowth of our active customer base.

LifetimeValue. We define LTV as the cumulative contribution profit attributable to a particular customer cohort, which we defineas all of our customers who made their initial purchase between July1 and June30 in a given cohort year. We define contributionprofit as gross profit less shipping, packaging, fulfillment (including personnel), payment expenses and the portion of marketing expensesattributable to retaining existing customers. We measure the profitability of new customer acquisition by comparing the LTV of a particularcustomer cohort with the CAC attributable to such cohort. Our lifetime value has increased over time as our customers who stay on ourplatform spend more over time. This is evidenced by the growth in our net sales per active customer by cohort demonstrated below.

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Net Sales per Active Customer

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (6)

The fiscal 2016 cohort’sLTV has increased over time as a result of repeat purchases and increased spend by retained customers. This results in a 4 times paybackof our original cost to acquire this customer, demonstrating our marketing efficiency and profitable model. The following chart illustratesthe efficiency of our customer acquisitions, as well as the profitability associated with retaining customers.

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (7)

To illustrate the recenteffectiveness and consistency of our marketing efforts, the following chart compares the LTV to CAC ratio for the fiscal year 2016 customercohort and their buying behavior over time. The relative consistency illustrates the repeatability of our model as we continue to grow.

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LTV/CAC by Customer Cohort Over Time

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (8)

CustomerRetention

Our success is impacted notonly by efficient and profitable customer acquisition, but also by our ability to retain customers, encourage repeat purchases and growour portion of wallet share over time. This is reflective of our ability to engage and retain our customers through our curated assortmentand the improved convenience of our platform.

The increasing share of ournet sales from existing customers reflects our customer loyalty and the net sales retention behavior we see in our cohorts. We definecohort net sales retention as net sales attributable to a given customer cohort divided by the total net sales attributable to the samecustomer cohort from the prior fiscal year. We retained approximately 80% of net sales from prior year cohorts in fiscal 2024.

Additionally, in fiscal 2024we retained greater than 94% of the net sales from 2022 cohorts and prior. This cohort behavior demonstrates our ability to not onlyretain customers, but to also increase active customers’ spend on our platform as our loyal customers place orders more frequentlyat increasing average order values.

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Net Sales by Cohort

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (9)

LuxuryBrand Partners

Our business model relieson providing our customers access to a curated assortment of top luxury brands. We believe our longstanding relationships with top luxuryfashion brands represent a competitive advantage. We employ a rigorous framework and deep buying expertise, informed by customer data,to meticulously buy and curate an exclusive assortment on our website. As we grow, we strive to maintain our exclusive relationshipswhile forming new relationships with up and coming brands to the extent there is customer demand for such brands. However, if we areunsuccessful in maintaining these relationships or developing new relationships, our business and results of operations may be adverselyaffected.

Growthof Online Luxury

Accordingto the 2023 Bain Study, the online penetration of luxury personal goods is expected to increase from 22% to 30% from 2021 to 2025. Thegrowth in online will be driven by online platforms taking share from traditional retailers, driven by consumer preference for onlineshopping and the ease afforded by multibrand sites. In response to the shift online, the luxury market is innovating and evolving withnew niche collections and customization options. Mytheresa has a long history of being at the forefront of this dialogue experimentingwith brand partners through relevant brand collaborations and exclusive product offerings. However, if we fail to capture the futureonline spending shift with relevant product or if our competitors engage in promotional activity over multiple seasons, our customergrowth may decelerate and our results of operations may be adversely affected. The global luxury market, inclusive of luxury apparel,accessories, beauty and hard goods, is expected to accelerate further reaching €540-580 billion by 2030, more than double its sizein 2020, according to the 2024 Bain Study.

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Growthin Men’s, Kidswear and Life

In2019 we launched Mytheresa Kids, and in January2020, we launched Mytheresa Men to expand our curated offering to these large andunderserved categories. We believe there is a lack of curated online multi-brand offerings in both categories which we can capture throughour differentiated value proposition. We have built our full buying, marketing and merchandising teams, leveraged our brand relationshipsand are supporting these categories with exclusive capsules, experiences and content. We believe we can curate and assort collectionsfor men, as we have done with women’s, expanding our value proposition to these new categories. We launched the new categoryLife in May2023, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Lifepresents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our highvalue customers that have a passion for luxury design in their wardrobes as well as their homes. Being the only curated luxury onlineplatform to combine womenswear, menswear, kidswear and now lifestyle products, makes us a truly unique and engaging destination for luxuryshoppers.

InventoryManagement

We utilize our customer dataand collaborate with brand partners to assort a highly relevant assortment of products for our customers. The expertise of our buyersand our data help us gauge demand and product architecture to optimize our inventory position. Through analyzing customer feedback andreal-time customer purchase behavior, we are able to efficiently predict demand, sizing and colorways beyond the insights of our buyers.This minimizes our portfolio risk and increases our sell-through. As we scale, our buying process will be further enhanced through thegrowth in our global data repository and our ability to leverage data science as part of the buying process. Additionally, our investmentsin different facets of our inventory offering fluctuate alongside shifting consumer trends and the fundamental needs of our business.

Investmentin our Operations and Infrastructure

As we enhance our offeringand grow our customer base, we will incur additional expenses. Our future investments in operations, like our investments in the newdistribution center in Leipzig, and infrastructure will be informed by our understanding of global luxury trends and the needs of ourplatform. As we continue to scale, we will be required to support our online offering with additional personnel. We will invest capitalin inventory, fulfillment capabilities, and logistics infrastructure as we drive efficiencies in our business, localize our offering,enter new categories and partner with new brands. We will also actively monitor our fulfillment capacity needs, investing in capacityand automation in a selective manner.

CuratedPlatform Model (CPM)

CPMintegrates Mytheresa Group with brand partners’ direct retail operations which provides access to highly desirable products atscale, improves capital efficiency and is accretive to top- and bottom-line. The products are selected by Mytheresa Group out of a muchlarger brand retail collection. Through the CPM, we are able to directly maintain the customer relationship and manage the fulfilmentof the order up to the shipment to the end customer. Early season deliveries are aligned with retail channels. In addition, Mytheresareceives regular in-season replenishment of core as well as seasonal products. The product is delivered to the Mytheresa Group distributioncenter; however, the inventory is owned by the brand partner until it is delivered to a customer. Unsold merchandise will either be returnedto the brand partner by the end of the season or carried forward for the new season. Mytheresa Group acts as an agent, with the CPM platformfees recorded as net sales.

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3.2.4. Components of our Results of Operations

Net sales

consist of revenues earnedfrom sales of clothing, bags, shoes, accessories, fine jewelry and other categories through our sites and our flagship retail store andour recently opened men´s store, as well as shipping revenue and delivery duties paid when applicable, net of promotional discountsand returns. The platform fees originating from the curated platform model are also included in our net sales. Revenue is generally recognizedupon delivery to the end customer. Changes in our reported net sales are mainly driven by growth in the number of our active customers,changes in average order value, the total number of orders shipped and fees in relation to our curated platform model.

Cost of sales, exclusiveof depreciation and amortization

includes the cost of merchandisesold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners. These costsfluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incur costof sales as the purchase price of the goods sold is borne by the CPM brand partner.

Gross profit

Gross profit is equal toour net sales reduced by cost of sales, exclusive of depreciation and amortization. Gross profit as a percentage of our net sales isreferred to as gross profit margin.

Shipping and paymentcosts

consist primarily of shippingfees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment processing fees paid tothird parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales. General increases are due toa higher share of international sales and a higher share of countries where the company bears all customs duties for the customer, forexample in the USA.

Marketing expenses

primarily consist of onlineadvertising costs aimed towards acquiring new customers, including fees paid to our advertising affiliates, marketing to existing customers,and other marketing costs, which include events productions, communication, and development of creative content. We expect marketingexpenses to increase over time as a percentage of net sales, but to stay stable as a percentage of GMV in the medium term.

Selling, general andadministrative expenses

include personnel costs andother types of general and administrative expenses. Personnel costs, which constitute the largest percentage of selling, general andadministrative expenses, include salaries, benefits, and other personnel-related costs for all departments within the Company, includingfulfillment and marketing operations, creative content production,IT, buying, and general corporate functions. General and administrativeexpenses include IT expenses, rent expenses for leases not capitalized under IFRS 16, consulting services, insurance costs, Share-basedcompensation expenses as well as Other transaction-related, certain legal and other expenses. Although selling, general and administrativeexpenses will increase as we grow, we expect these expenses to slightly decrease as a percentage of net sales.

Depreciation and amortization

include the depreciationof property and equipment, including right-of-use assets capitalized under IFRS 16, leasehold improvements, and amortization of technologyand other intangible assets.

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Other expense (income),net

principally consists of gainsor losses from foreign currency fluctuations, gains or losses on disposal of property, plant, and equipment and other miscellaneous expensesand income.

Finance income (cost),net

in fiscal 2023 and fiscal2024 consist of our finance costs related to interest expense on our leases as well as on our old Revolving Credit Facilities with CommerzbankAktiengesellschaft (“Commerzbank”) and UniCredit Bank AG (“UniCredit”) (together, our “Revolving CreditFacilities”) and new Revolving Credit Facility with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit BankAG (“UniCredit”) and J.P. Morgan SE (together, our “new Revolving Credit Facility”). As of June30, 2024Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing RevolvingCredit Facilities.

3.2.5. Operating Results

For a discussion of (i)ourresults of operations, including selected segment information, for the year ended June30, 2024, including a year-over-year comparisonbetween fiscal 2023 and fiscal 2022, and (ii)our liquidity and capital resources for the years ended June30, 2024 and June30,2023, please refer to the section contained in our Annual Report on Form20-F for the fiscal year ended June30, 2024, "Item3: Financial Overview"

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Operating Results and Operating Metrics ofthe Group

The following table setsforth our results of operations for the periods presented. The period to period comparison of financial results is not necessarily indicativeof future results.

Fiscal year ended
(in € thousands) June30, 2022 June30, 2023 June30, 2024
Net sales 687,781 766,003 840,852
Cost of sales, exclusive of depreciation and amortization (334,758) (386,027) (456,320)
Gross profit 353,023 379,975 384,532
Shipping and payment cost (97,697) (114,785) (135,547)
Marketing expenses (96,093) (112,001) (96,708)
Selling, general and administrative expenses (148,172) (147,691) (159,292)
Depreciation and amortization (9,088) (11,653) (15,205)
Other income (expense), net 892 (2,527) 267
Operating income (loss) 2,865 (8,682) (21,953)
Finance costs, net (998) (2,460) (4,772)
Income (loss) before income taxes 1,867 (11,142) (26,725)
Income tax expense (11,184) (5,877) 1,871
Net loss (9,317) (17,019) (24,854)

The following table setsforth each line item within the statement of profit as a percentage of net sales for each of the periods presented.

Fiscal year ended
(in % of Net sales) June30, 2022

June30,2023

June30, 2024
Net sales 100.0% 100.0% 100.0%
Cost of sales, exclusive of depreciation and amortization (48.7%) (50.4%) (54.3%)
Gross profit 51.3% 49.6% 45.7%
Shipping and payment cost (14.2%) (15.0%) (16.1%)
Marketing expenses (14.0%) (14.6%) (11.5%)
Selling, general and administrative expenses (21.5%) (19.3%) (18.9%)
Depreciation and amortization (1.3%) (1.5%) (1.8%)
Other income (expense), net 0.1% (0.3%) 0.0%
Operating income (loss) 0.4% (1.1%) (2.6%)
Finance costs, net (0.1%) (0.3%) (0.6%)
Income (loss) before income taxes 0.3% (1.5%) (3.2%)
Income tax expense (1.6%) (0.8%) 0.2%
Net loss (1.4%) (2.2%) (3.0%)

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Comparison of the Years Ended June30,2023 and 2024

Net sales

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Net sales 766,003 840,852 74,849 9.8%
Gross Merchandise Value (GMV) 853,190 913,580 60,389 7.1%
Net sales percentage of GMV 89.8% 92.0% 220 BPs

Netsales increased from €766.0 million for the fiscal year ended June30, 2023 to €840.8 million for the fiscal year endedJune30, 2024. The higher net sales growth during the year ended June30, 2024 compared to the GMV growth is due to severalwholesale brands performing better than individual CPM brands. Performance of CPM brands is only reflected with the commission we receivein net sales. The share of commission from the CPM is below 10% of net sales. Seven fashion brands had switched from the wholesalemodel to CPM as of June30, 2023 and 2024.

Cost ofsales, exclusive of depreciation and amortization

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Cost of sales, exclusive of depreciation and amortization (386,027) (456,320) (70,293) 18.2%
Percentage of Net sales (50.4%) (54.3%) (390 BPs)
Percentage of GMV (45.2%) (49.9%) (470 BPs)

Cost of sales, exclusiveof depreciation and amortization for the fiscal year ended June30, 2024 increased by €70.3 million, or 18.2%, compared tothe fiscal year ended June30, 2023. The increase during the periods presented resulted mostly from an increase in Net sales anda lower gross profit margin achieved on those orders. For the last twelve months, our total orders shipped increased from 2.01 millionto 2.09 million, or 3.98%. For fiscal year ended June30, 2024, cost of sales, exclusive of depreciation and amortization as a percentageof net sales increased from 50.4% to 54.3% compared to the same period in 2023. Due to increased promotional activities of competitors,we had a lower full price share in relation to our sale share i.e. our share of products sold at full price was below our targeted level.For CPM, no cost of sales incurred given that the purchase price of the goods sold is borne by the brand partner.

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Grossprofit

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Gross profit 379,975 384,532 4,556 1.2%
Percentage of Net sales 49.6% 45.7% (390 BPs)
Percentage of GMV 44.5% 42.1% (240 BPs)

For the fiscal year endedJune30, 2024 gross profit was at €384.5 million, an increase of €4.5 million or 1.2% year-over-year. For that periodthe gross profit margin in relation to net sales decreased to 45.7% in the fiscal year ended June30, 2024 compared to the previousfiscal year with 49.6%. This decrease was mostly due to promotion driven operative gross profit margin slippageand financial effectsdriven mostly by a stronger performance of several wholesale brands in relation to individual CPM brands.If certain wholesale brandsperform better than individual CPM brands, then the gross margin decreases mathematically as only the commission with CPM brands is accountedfor in net sales with a 100% gross profit margin. We still experience a high level of promotions as competitors are trying to balancetheir inventory levels. Consequently, our full price share in relation to our sale activities continues to be lower than in the precedingyear’s periods.

Shippingand payment costs

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Shipping and payment cost (114,785) (135,547) (20,762) 18.1%
Percentage of Net sales (15.0%) (16.1%) (110 BPs)
Percentage of GMV (13.5%) (14.8%) (130 BPs)

Shipping and payment costsincreased by €20.8 million, or 18.1%, from €114.8 million for the fiscal year ended June30, 2023 to €135.55 millionfor the fiscal year ended June30, 2024. The increase results from an increase in revenue from sale outside European countries andthe corresponding increase in shipping and custom expenses. The shipping and payment costs ratio in relation to net sales increased by110 BPs. The shipping and payment cost ratios are driven by total orders shipped, which are in line with GMV development. The shippingand payment costs ratio increased by 130 BPs in relation to GMV.

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Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Shipping and payment cost (114,785) (135,547) (20,762) 18.1%
Other transaction-related, certain legal and other expenses(1) - 1,326 1,326 0.0%
Adjusted Shipping and payment cost (114,785) (134,221) (19,437) 16.9%
Percentage of Net sales (15.0%) (16.0%) (100 BPs)
Percentage of GMV (13.5%) (14.7%) (120 BPs)
1)Other transaction-related, certain legal and other expenses represent (i)professional fees, including advisory and accounting fees, related to potential transactions, (ii)certain legal and other expenses incurred outside the ordinary course of our business and (iii)other non-recurring expenses incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.

During the year ended June30,2024, €1,326 thousand were excluded from shipping and payment costs in our ongoing process of establishing our new central distributioncenter in Leipzig, Germany.

Marketing expenses

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Marketing expenses (112,001) (96,708) 15,293 (13.7%)
Percentage of Net sales (14.6%) (11.5%) 310 BPs
Percentage of GMV (13.1%) (10.6%) 250 BPs

Marketing expenses decreasedfrom €112.0 million for the fiscal year ended June30, 2023 to €96.7 million for the fiscal year ended June30, 2024.

The marketing cost ratioin relation to net sales decreased by 310 BPs due to decline in marketing activities. The marketing cost ratio in relation to GMV alsodecreased by 250 BPs. The marketing cost ratio in relation to GMV decreased significantly as we reduced promotional activity towardsaspirational customers, to focus on continuing our marketing efforts on the most promising new customer acquisition and top customerretention strategies and aligned our marketing efforts with the overall market sentiment.

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Selling,general and administrative expenses

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Selling, general and administrative expenses (147,691) (159,292) (11,600) 7.9%
Percentage of Net sales (19.3%) (18.9%) 40 BPs
Percentage of GMV (17.3%) (17.4%) (10 BPs)

The total selling, generaland administrative (SG&A) expenses increased by €11.6 million from €147.7 million in fiscal year ended June30, 2023to €159.3 million in fiscal year ended June30, 2024. The increase is mainly due to increases in personnel expenses, rentalcosts, travel expenses, expenses related to the new distribution center in Leipzig and other operating expenses in the period. The MytheresaGroup recognized Share-based compensation expenses for the fiscal year ended June30, 2024 of €18.5 million and €30.0million for the prior period.

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Personnel expenses (119,450) (126,366) (6,915) 5.8%
thereof fulfilment personnel expense (22,905) (27,166) (4,261) 18.6%
Percentage of Net sales (15.6%) (15.0%) 60 BPs
Percentage of GMV (14.0%) (13.8%) 20 BPs
General and administrative expenses (28,241) (32,926) (4,685) 16.6%
Percentage of Net sales (3.7%) (3.9%) (20 BPs)
Percentage of GMV (3.3%) (3.6%) (30 BPs)
Selling, general and administrative expenses (147,691) (159,329) (11,600) 7.9%

Other general and administrativeexpenses increased by €4.6 million, from €28.2 million during the fiscal year ended June30, 2023 to €32.2 millionduring the fiscal year ended June30, 2024, mainly due to rental costs, travel expenses and other operating expenses, in the period.

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Year Ended
(in € thousands)June30, 2023June30, 2024Change
Absolute
Change
in % / BPs
Selling, general and administrative expenses(147,691)(159,292)(11,600)7.9%
Share-basedcompensation (1)30,02118,508(11,513)(38.4%)
Other transaction-related, certain legaland other expenses (2)5,44614,0818,635158.6%
Adjusted SG&A(112,225)(126,704)(14,479)12.9%
Percentage of Net sales(14.7%)(15.1%)(40 BPs)
Percentage of GMV(13.2%)(13.9%)(70 BPs)
(1)Certain members of management and supervisory board members have been granted share-based compensation for which the share-based compensation expense will be recognized upon defined vesting schedules in the future periods. We do not consider share-based compensation expense to be indicative of our core operating performance.
(2)Other transaction-related, certain legal and other expenses represent (i)professional fees, including advisory and accounting fees, related to potential transactions, (ii)certain legal and other expenses incurred outside the ordinary course of our business and (iii)other non-recurring expenses incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.

Excluding the Share-basedcompensation expenses and other transaction-related costs, certain legal and other expenses, the adjusted SG&A expenses as a percentageof net sales increased for the fiscal year ended June30, 2024 from 14.7% to 15.1% compared to the prior year period, due to higherpersonnel expenses, rental costs, travel expenses, and other operating expenses, in the periods.

In addition to our effortson attracting and retaining the best and high potential customers we are also being judicious with expense management. As a fast growthcompany with a relentless focus on delighting our customers, prudently capturing market share and fortifying our leadership position,we continue to invest in the quality of our personnel to sustain our medium and long-term growth strategy and we will make no compromisein the quality of our operative execution.

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in %
Personnel expenses (119,450) (126,403) (6,952) 5.8%
Share-based compensation 30,021 18,545 (11,476) (38.2%)
Total Personel expenses excl. SBC (89,430) (107,858) (18,428) 20.6%
Percentage of Net sales (11.7%) (12.8%) (110 BPs)
Percentage of GMV (10.5%) (11.8%) (130 BPs)

The increase in personnelexpenses for the year ended June30, 2024 is mainly driven by an increase of fulfilment personnel expenses. Overall, personnel expensesexcluding share-based compensation expense as a percentage of net sales increased from 11.6% to 12.8% for the year ended June30,2024. This is mainly driven by an increase in headcount related to the new distribution center in Leipzig

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Depreciationand amortization

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Depreciation and amortization (11,653) (15,205) (3,551) 30.5%
Percentage of Net sales (1.5%) (1.8%) (30 BPs)
Percentage of GMV (1.4%) (1.7%) (30 BPs)

Depreciation and amortizationexpenses, increased from €11.6 million for the fiscal year ended June30, 2023 to €15.2 million for the fiscal year endedJune30, 2024, due to higher depreciation in right of use assets related to the new distribution center in Leipzig, Germany.

Financeincome (costs), net

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Interest expenses on revolving credit facilities (401) (1,861) (1,460) 363.9%
Interest expenses on leases (2,417) (2,916) (499) 20.6%
Total Finance costs (2,818) (4,777) (1,959) 69.5%
Other interest income 358 5 (354) (98.7%)
Total Finance income 358 5 (354) (98.7%)
Finance income (costs), net (2,460) (4,772) (2,312) 94.0%
Percentage of Net sales (0.3%) (0.6%) (30 BPs)
Percentage of GMV (0.3%) (0.5%) (20 BPs)

Total interest and otherexpenses on our Revolving Credit Facilities was €0.4 million during the fiscal year ended June30, 2023 and €1.9 millionduring the fiscal year ended June30, 2024, respectively.

Total interest expense onleases capitalized under IFRS 16 was €2.4 million and €2.9 million during the fiscal year ended June30, 2023 and 2024.The increase is mainly related to the new distribution center in Leipzig, Germany.

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Incometax expense

Year Ended
(in € thousands) June30, 2023 June30, 2024 Change
Absolute
Change
in % / BPs
Income tax expense (5,877) 1,871 7,748 (131.8%)
Percentage of Net sales (0.8%) 0.2% 100 BPs
Percentage of GMV (0.7%) 0.2% 90 BPs

Incometax (expense) income include the current income taxes which are calculated based on the respective local taxable income and localtax rulesfor the period. For further information see Note A.5.13. Income tax expenses have decreased compared to Fiscal year endedJune30,2023 mainly due to the tax losses incurred by the German tax group during the fiscal year ended June30,2024.

Operating Results by Segment

In line with the managementapproach, the operating segments were identified on the basis of Mytheresa Group’s internal reporting and how our chief operatingdecision maker (CODM), assesses the performance of the business. Mytheresa Group collectively identifies its Chief Executive Officerand Chief Financial Officer as the CODM. On this basis, Mytheresa Group identifies its online operations and retail store as separateoperating segments. Segment EBITDA is used to measure performance, because management believes that this information is the most relevantin evaluating the respective segments relative to other entities that operate in the retail business.

Assets are not allocatedto the different business segments for internal reporting purposes.

The following table showsour net sales and Segment EBITDA for the fiscal year ended June30, 2022, 2023 and 2024, respectively, for each segment.

Fiscal Year Ended

(in € thousands) June30, 2022

June30, 2023

June30, 2024
Online
Net Sales 672,515 751,299 826,690
Segment EBITDA 80,350 48,729 37,396
Retail Stores
Net Sales 15,266 14,704 14,162
Segment EBITDA 4,229 4,966

4,516

Mytheresa Group earns revenuesworldwide through its online operations, while all revenue associated with the retail stores is earned in Germany. Geographic locationof online revenue is determined based on the location of delivery. The following table provides Mytheresa Group's net sales by geographiclocation:

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For the fiscal year ended

(in € thousands) June30,2022 June30,2023 June30,2024
Germany 128,251 18.6% 128,108 16.7% 127,867 15.2%
United States 108,435 15.8% 137,521 18.0% 171,795 20.4%
Europe (excluding Germany) (1) 275,322 40.0% 298,998 39.0% 332,575 39.6%
Rest of the world (1) 175,773 25.6% 201,375 26.3% 208,615 24.8%
687,781 100.0% 766,003 100.0% 840,852 100.0%

(1)No individual country other than Germany and the UnitedStates accounted for more than 10% of net sales.

No single customeraccounted for more than 10% of Mytheresa Group’s net sales in any of the periods presented. Substantially, all long-lived assetsare located in Germany.

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3.2.7. Liquidity and Capital Resources

Our primary requirementsfor liquidity and capital are to finance working capital, capital expenditures and general corporate purposes, including income taxes.Our capital expenditures consist primarily of investments in our new distribution center in Leipzig, capital improvements to our facilitiesand headquarters and IT licenses.

Our primary sources of liquidityare cash generated from our operations, respective cash and cash equivalents and our new Revolving Credit Facility.

As of June30, 2024,our cash and cash equivalents were €15.1 million. As of June30, 2024, approximately 72% of our cash and cash equivalents wereheld in Germany, of which approximately 15% were denominated in U.S. Dollars. No other currency held in Germany accounted for more than10% of our cash and cash equivalents. Approximately 28% of our cash and cash equivalents were held outside of Germany, with the majorityheld in the United States in US Dollars and in the United Kingdom in British Pounds.

As of June30, 2024,Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing RevolvingCredit Facilities. The new Revolving Credit Facility has a maturity until September2026.

Under the new Revolving CreditFacility, we have financial covenants relating to working capital as a borrowing base and a maximum group net debt leverage ratio. Duringfiscal year 2023 and as of June30, 2024, we were in compliance with all covenants for the Revolving Credit Facilities.

As of June30, 2024,cash used under the new Revolving Credit Facility amounted to €0. As of June30, 2024, the Company had cash and cash equivalentsof €15.1 million.

The interest rate is basedon Euribor 3-months plus applicable margin for the Revolving Credit Facility, if used as basic short-term borrowings. Additionally, weuse when needed money market loans with a usual duration of one to six months under the Revolving Credit Facility agreement with an interestrate based on Euribor 3-months plus applicable margin.

Our ability to make principaland interest payments on our Revolving Credit Facilities, in addition to funding planned capital expenditures, will depend on our abilityto generate cash in the future. Our future ability to generate cash from operations is, to a certain extent, subject to general economic,financial, competitive, regulatory and other conditions. Based on our current level of operations we believe that our existing cash balancesand expected cash flows generated from operations, as well as our financing arrangements under the Revolving Credit Facilities, are sufficientto meet our operating requirements for at least the next twelve months.

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The following table shows summary consolidatedcash flow information for the fiscal year ended June30, 2022, 2023 and 2024:

Year Ended June30,
(in € thousands) 2022 2023 2024
Consolidated Statement of Cash Flow Data:
Net cash (outflow) inflow from operating activities 54,799 (55,050) 10,015
Net cash outflow from investing activities (11,923) (22,758) (11,809)
Net cash (outflow) inflow from financing activities (6,054) (5,442) (13,277)

Consolidated Cash Flow Fiscal 2024 and Fiscal 2023

Net cash (outflow) inflow from operating activities

During the fiscal year endedJune30, 2024, net cash flow from operating activities increased by €65.1 million to a cash inflow of €10.0 million, ascompared to a cash outflow of €55.1 million for the fiscal year ended June30, 2023. This increase in operating cash flow isdue to an improvement in working capital, with lower increase in inventory levels, partially offset by lower increase in trade payables.

Net cash outflow from investing activities

Cash outflow in investingactivities were €22.8 million and €11.8 million for the fiscal year ended June30, 2023 and 2024, respectively. The decreasein investing activities of €11.0 million for the fiscal year ended June30, 2024 was primarily directed towards lower capitalexpenditures for the new distribution center in Leipzig, Germany.

Net cash(outflow) inflow from financing activities

Netcash outflow for financing activities during the fiscal year ended June30, 2024 was €13.3 million, as compared to €5.4million for the fiscal year ended June30, 2023, mainly due to increase in interest paid by €2.9 million and lease paymentsby €3.9 million.

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3.2.8. Research and development activities

The Mytheresa Group doesnot perform any research and development activities. There are also currently no intentions to do so.

3.3.Impacts to the consolidated financial statements due to economic recession, inflation and war in Ukraine as well as inthe Middle East.

As of the reporting date,the Group has maintained operational stability, experiencing no major disruptions in its supply chain, logistics, or partnerships. Theglobal economic uncertainties, exacerbated by the war in Ukraine and Middle East and other geopolitical factors, may impact the Group'sbusiness activities and future sales.

The inflationary pressuresare affecting customer prices, and Mytheresa Group considers expected increases in recommended retail prices from suppliers in its pricingstrategy. Despite the luxury product market showing resilience to inflation-induced demand shifts, the Group is not immune to increasedcost inflation in various aspects of its business model. Furthermore, macro-economic factors such as rising interest rates may contributeto a potential recession in certain markets, leading to a temporary negative impact on overall customer demand and sentiment.

These economic uncertainties,coupled with the effects of geopolitical events, may pose challenges to Mytheresa Group's brand partners, customers, and other businessactivities. The negative effect of these economic uncertainties were visible in the year ended June30, 2024 and are expected tocontinue or might even increase. Nevertheless, the current stance is that the management does not anticipate any long-term adverse effectsfrom the ongoing uncertainties in the global economy, although vigilance and adaptability remain crucial in navigating these complexconditions.

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4. Risk Management and Risk Factors

The management board andsupervisory board are responsible for reviewing the Company's risk management and control systems in relation to the financial reportingby the Company. These risk management and control systems have been established to mitigate the risk the Company faces as described insection 4.2. Risk Factors. The supervisory board has charged its audit committee (the "Audit Committee") with the periodicoversight of these risk management and control systems, with reports being provided to the supervisory board. The Audit Committee assiststhe supervisory board in monitoring (i)the integrity of the Company's financial statements and its accounting and financial reportingprocesses, (ii)the effectiveness of the Company's internal control over financial reporting, (iii)the Company's compliancewith applicable legal and regulatory requirements (including United States federal securities laws), (iv)the qualifications, independenceand performance of the independent auditors, (v)the Company's internal audit function, (vi)the Company's processes and proceduresrelating to risk assessment and risk management, and (vii)related party transactions.

Our success as a businessdepends on our ability to identify opportunities while assessing and maintaining an appropriate risk appetite. Our risk management considersa variety of risks, including those related to our industry and business, those related to our ongoing relationship with our shareholders;those related to our intellectual property and those related to the ownership of our ordinary shares represented by American DepositaryShares ('ADS')s. Within each category of risk, we have included risk factors in section 4.2. Risk Factors that describe our current viewof the significance of each risk described therein and have summarized those that we consider as key risks in the section 4.2.1. Summaryof key risk factors. The summary of key risk factors may not include all risks that may affect the Company, and other risks includedin section 4.2. Risk Factors as well as others not described in this report may have a material and adverse impact on our business, strategicobjectives, revenues, income, assets, liquidity, capital resources and achievement of our strategic initiatives. Our approach to riskmanagement is designed to provide reasonable, but not absolute, assurance that our assets are safeguarded, the risks facing the businessare being assessed and mitigated and all information that may be required to be disclosed is reported to our senior management including,where appropriate, to our Chief Executive Officer and Chief Financial Officer. Our risk appetite is also described in various chaptersof this report, including in the Note of the consolidated financial statement A.5.30 Financial instruments and financial risk management.

The management board andthe supervisory board believe that the Company's internal risk management and control systems provide reasonable assurance that the Company'sfinancial reporting does not contain any errors of material importance and that these risk management and control systems worked properlyin the fiscal year to which this board report pertains. The management board and supervisory board have no reason to believe that thereare material shortcomings associated with the Company's internal risk management and control systems. The risk management and controlsystems have not been materially revised during the fiscal year to which this board report pertains, and, other than as disclosed herein,no material improvements thereto are currently scheduled.

The Company's internal riskmanagement and control systems are under continuous review and have been discussed by the management board with the Audit Committee andthe members of the supervisory board. The same applies to any material weaknesses that are identified. The internal control has set upa charter, to secure the functionality. An external audit of the internal control environment is not yet scheduled, but will be performedin the next five years.

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4.1. Controls and Procedures

4.1.1. Disclosure controls and procedures

We maintain disclosure controlsand procedures, as defined in Rules13a-15(e)and 15d-15(e)under the Exchange Act. Our management, with the participationof our chief executive officer and chief financial officer, has evaluated the effectiveness of the design of our controls and proceduresas of June30, 2024. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of June30,2024, the design of our disclosure controls and procedures were not effective to accomplish their objectives due to the existence ofa material weakness in the Company’s internal control over financial reporting described below.

4.1.2 Management’s annual report oninternal control over financial reporting

Our management is responsible for establishingand maintaining adequate internal control over financial reporting, as defined in Rule13a15(f)and 15d-15(f)of the ExchangeAct. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements in accordance with IFRS. Management conducted an evaluation of the effectivenessof our internal control over financial reporting based on the criteria for effective control over financial reporting described in InternalControl - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management hasreviewed its assessment with the Audit Committee. Based on this evaluation, management has concluded that, as of June30, 2024,the Company did not have an effective risk assessment process to identify and assess the financial reporting risks caused by changesin the business operations, including the related implications to make necessary changes to its financial reporting processes and relatedinternal controls. This material weakness did not result in a material misstatement to our consolidated financial statements.

Management has developed and started to implement a remediation plan designed to address the material weakness, which includes implementingspecific controls over the monitoring of changes in business operations, in order to identify and assess the need to make changes to theexisting system of internal controls, and implement those changes accordingly.

The effectiveness of any system of internal controlover financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating,and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internalcontrol over financial reporting can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or thatthe degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controlsas necessary or appropriate for our business, but cannot assure that such improvements will be sufficient to provide us with effectiveinternal control over financial reporting.

C. Attestation report of the registered publicaccounting firm

Not applicable.

D. Changes in internal control over financial reporting

Not applicable

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4.2. Risk Factors

Investing in our securities involves a highdegree of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described below, whichwe believe are material risks of our business. Our business, financial condition, results of operations or growth prospects could beharmed by any of these risks. In such an event, the value of our securities could decline, and you may lose all or part of your investment.In assessing these risks, you should also refer to all of the other information contained in this report, including our consolidatedfinancial statements and related notes. Please also see “Cautionary Statement Regarding Forward-Looking Statements.”

4.2.1. Summary of key risk factors

Our ability to execute our strategy is also subjectto certain risks. You should carefully consider all of the information set forth in this Annual Report and, in particular, should evaluatethe specific factors set forth under the heading “Risk Factors” in deciding whether to invest in our securities. These risksinclude, but are not limited to, the following:

●thehighly competitive nature of our industry and our ability to compete effectively;

●consumersof luxury products may not choose to shop online in sufficient numbers;

●theluxury fashion industry can be volatile and difficult to predict;

●ourability to maintain strong relationships with our brand partners;

●anycurrent or future political tensions regarding the war in Ukraine and the sanctioning of Russia or the Hamas-Israel conflict

●ourreliance on consumer discretionary spending, which may be adversely affected by economic downturns, including economic conditions resultingfrom Russia’s war in Ukraine, the Hamas-Israel conflict, inflation, interest rates, and other geopolitical and macroeconomic conditionsor trends;

●ourability to acquire new customers and retain existing customers in a cost-effective manner depends on the success of our advertising efforts;

●ourability to maintain average order value levels;

●ourability to accurately forecast net sales and appropriately plan our expenses in the future;

●ourrecent growth rates may not be sustainable or indicative of our future growth;

●ourability to manage currency exchange rate fluctuations;

ourability to effectively manage our inventory levels and overall working capital, including financing of the same

●lossof, or disruption in, our distribution centers; or our inability to extend or change our network of distribution centers;

●theimposition or increase of tariffs and the uncertainty regarding international economic relations could adversely affect our business;

●changesin customs and international trade laws may result in increased costs which could limit our ability to operate our business and limitour ability to grow;

●ifsensitive information about our customers is disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks,our customers may curtail use of our sites; and

●theloss of senior management or attrition among our buyers or key employees could adversely affect our business.

4.2.2. Risks Related to Our Business and Industry

The online luxury sector is highly competitiveand if we do not compete effectively, our results of operations could be adversely affected.

The online luxury sector is highly competitiveand fragmented. We compete for customers primarily with other global multi-brand online luxury retailers and online marketplaces, luxurymono-brand retailers and luxury multi-brand retailers, and to a lesser extent specialty retailer, department stores, apparel chains,stand-alone boutiques, traffic aggregators, luxury pre-owned and consignment stores, off-price retailers and flash sale websites. Webelieve our ability to compete depends on many factors within and beyond our control, including:

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·attracting new customers and retaining existing customers;
·enhancing our relationships with existing customers;
·attracting customers from our brand partners’ increasing online offerings and capabilities;
·converting online viewing to online purchases;
·further developing our data analytics capabilities;
·maintaining favorable brand recognition and effectively marketing our services to customers;
·the amount, diversity and quality of brands and merchandise that we or our competitors offer;
·the price at which we are able to offer our merchandise;
·maintaining and growing our market share;
·price fluctuations or demand disruptions of our brand partners or other third-party vendors;
·inventory management;
·the speed and cost at which we can deliver merchandise to our customers and the ease with which they can use our services to return merchandise; and
·anticipating and quickly responding to changing fashion trends and customer shopping preferences.

Competition may increase as other establishedand emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and technologies areintroduced.

Many of our current competitors have, and potentialcompetitors may have, longer operating histories, larger fulfillment infrastructures, greater technical capabilities, faster shippingtimes, lower-cost shipping, larger databases, greater financial, marketing, institutional and other resources and larger customer basesthan we do. These factors may allow our competitors to derive greater net sales and profits from their existing customer bases, acquirecustomers at lower costs or respond more quickly than we can to new or emerging technologies and changes in fashion trends and customershopping behavior. These competitors may engage in extensive research and development efforts, enter or expand their presence in theonline luxury market, undertake more far-reaching marketing campaigns, build stronger relationships with our brand partners, more effectivelyaddress our customers’ needs or adopt more aggressive pricing policies. Any of the foregoing may allow our competitors to acquirea larger and more lucrative customer base or generate net sales from their existing customer bases more effectively than we do and, asa result, may have an adverse impact on our results of operations.

Competition, along with other factors such asfurther consolidation within the luxury retail industry as exemplified by the recently announced agreement for the acquisition of NeimanMarcus Group by HBC, the parent company of Saks Fifth Avenue, deeply discounted merchandise sales by struggling or exiting competitors,and changes in customer spending patterns, could also result in significant pricing pressure. Such factors may result in the loss ofbrand partners or customers. If we lose customers, our brand partners could reduce or terminate their relationships with us and our resultsof operations and profitability could decline.

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If we are unable to anticipate and respondto changing customer preferences and shifts in fashion and industry trends in a timely manner, our business, financial condition andresults of operations could be harmed.

The online personal goods luxury sector is drivenin part by fashion and beauty trends, which may shift quickly. Our continued success depends on our ability to anticipate, gauge andreact in a timely and cost-effective manner to the latest fashion trends, changes in customer preferences for products, customer attitudestoward our industry and brands and where and how customers shop for those products. We must continually work to develop, produce andmarket new and highly curated content to our sites, provide customers with products from coveted luxury brands, offer unique products,maintain and enhance the recognition of our brand and develop our approach as to how and where we market and sell products. We typicallyenter into agreements to purchase our merchandise in advance of the applicable selling season and our failure to anticipate, identifyor react appropriately, or in a timely manner to changes in customer preferences, tastes and trends or economic conditions could leadto, among other things, missed opportunities, excess inventory or inventory shortages or delays, markdowns and write-offs, any of whichcould reduce our margins, negatively impact our profitability and have a material adverse effect on our business, financial conditionand results of operations. Failure to respond to changing customer preferences and to gauge and anticipate upcoming fashion trends couldalso negatively impact our brand image with our customers and result in diminished customer loyalty.

There is no assurance that customers will continueto purchase goods from us in the future. Customers may purchase fewer or lower-priced products if their discretionary income decreases.During periods of economic uncertainty, we may need to reduce prices in response to competitive pressures or otherwise to maintain sales,which could adversely affect relationships with our brand partners and consequently our business, financial condition, results of operationsand prospects.

The luxury fashion industry can be volatileand difficult to predict.

In the luxury fashion industry, customer demandcan quickly change depending on many factors, including the behavior of both online and brick and mortar competitors, promotional activitiesof competitors, rapidly changing tastes and preferences, frequent introductions of new products and services, advances in technologyand the internet and macroeconomic factors, many of which are beyond our control. With this constantly changing environment, our futurebusiness strategies, practices and results may not meet expectations or respond quickly enough to customer demand, and we may face operationaldifficulties in adjusting to any changes. Any of these developments could harm our business, financial condition, results of operationsand prospects.

Our continued success is substantiallydependent on positive perceptions of our brand which, if eroded, could adversely affect our customer, employee and brand partner relationships.

Customer complaints or negative publicity aboutour sites, products, third-party vendors, product delivery times, logistics providers, such as DHL, FedEx and UPS, social media providers,customer support, customer data handling or security practices, especially on blogs and social media platforms, could rapidly and severelydiminish use of our sites and current and potential customers’ and brand partners’ confidence in us, which could result inharm to our brand and our business. We believe that some of the growth in our customer base to date has originated from social media,influencer marketing and affiliate marketing. If we are not able to develop and maintain positive relationships with our influencer andaffiliate marketing partners, or if we or such partners are targets of negative publicity, including in connection with reactions tosocial or political events, such as the war in Ukraine, Hamas-Israel War, the Black Lives Matter movement or protests against the useof fur, on social media, our ability to promote and maintain awareness of our sites and brands and leverage social media platforms todrive customers to our sites may be adversely affected, which could have an adverse effect on our business, financial condition, resultsof operations and prospects.

We depend on the success of our advertisingefforts. If we fail to acquire new customers through our marketing effort in a cost-effective manner or at all we may not be able toincrease net sales or maintain profitability.

Our success depends on the success of our marketingefforts in acquiring customers in a cost-effective manner. Our advertising efforts primarily comprise brand and performance-based advertising,public relations and events. In order to expand our customer base, we must appeal to and acquire customers who have historically usedother means of shopping for luxury goods and may prefer alternatives to our offerings, such as traditional brick-and-mortar retailersand the websites of our competitors. We make significant investments related to customer acquisition and expect to continue to spendsignificant amounts to acquire additional customers. For example, our performance-based advertising includes paid search/product listingads, affiliate networks, display prospecting and retargeting and other digital channels.

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In addition to our performance-based advertising,we may use third-party social media platforms as, among other things, marketing tools. For example, we currently maintain TikTok,Instagram,Facebook, Twitter, Pinterest, YouTube, Weibo, WeChat, and Naver accounts. As existing e-commerce and social media platforms continueto rapidly evolve and new platforms develop, we must continue to maintain a presence on these platforms and establish a presence on newor emerging popular social media platforms. If we are unable to cost-effectively use some of our social media platforms as marketingtools or if the social media platforms we use do not evolve quickly enough for us to optimize our use of such platforms, our abilityto attract new customers and our financial condition may suffer. Furthermore, as laws and regulations rapidly evolve to govern the useof these platforms, the failure by us or our employees to abide by applicable laws and regulations in the use of these platforms or otherwisecould subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverseeffect on our business, financial condition and results of operations.

We are also subject to certain risks due to ourreliance on digital channels in our advertising efforts. Digital channels change their algorithms and policies periodically, and ourrankings in organic searches and visibility in social media feeds could be adversely affected by those changes. This has occurred inthe past and required us to increase our spending on paid marketing to offset the loss in traffic. Further, digital platforms such asApple and Google have announced changes to their privacy policies that, as implemented, could adversely affect our ability to providemore relevant online advertisements to the most relevant potential customers. Search engine companies may also determine that we arenot in compliance with their guidelines and penalize us in their algorithms. Even with an increase in marketing spend to offset any lossin search engine optimization traffic as a result of algorithm changes, the recovery period in organic traffic may span multiple quartersoryears. If digital platforms change their policies or penalize us with their algorithms, terms of service, display and featuringof search results, or if competition increases for advertisements, we may be unable to cost-effectively attract customers. As competitionfor online advertising has increased, the cost for some of these services has also increased.

In addition, we partner with influential figuresand social media and celebrity influencers within the fashion and entertainment industry in order to promote our sites. Such campaignsare expensive and may not result in the cost-effective acquisition of new customers. Further, the competition for relationships withinfluencers is increasing, and the cost of maintaining such relationships will likely increase. In addition, we do not prescribe whatour influencers post, and if we were held responsible for the content of their posts or their actions, we could be forced to alter ourpractices, which could have an adverse impact on our business. Influencers, designers and celebrities with whom we maintain relationshipscould engage in behavior or use their platforms to communicate directly with our customers in a manner that reflects poorly on our brandand may be attributed to us or otherwise adversely affect us. The harm may be immediate, without affording us an opportunity for redressor correction.

The net profit from new customers we acquiremay not ultimately exceed the cost of acquiring those customers. Furthermore, we may have to increase the intensity of our promotionalefforts and expenditures or offer more incentives than we currently anticipate in order to attract additional online consumers and convertthem into purchasing consumers, which could negatively impact our margins. If we fail to deliver an exclusive shopping experience, orif customers do not perceive the products we offer as unique luxury pieces reflecting the latest fashion trends, we may not be able toacquire new customers. If we are unable to acquire new customers who purchase an amount of merchandise sufficient to grow our business,we may not be able to generate the necessary growth to drive beneficial network effects with our brand partners, our net sales may decrease,and our business, financial condition and results of operations may be adversely affected.

Our failure to retain existing customersor to maintain average order value or customer spending levels may impair our net sales growth, which could have a material adverse effecton our business and results of operations.

A significant portion of our net sales are generatedfrom sales to existing customers, particularly those existing customers who are highly engaged and make frequent and/or large purchasesof the merchandise we offer. In fiscal 2024, the top 3.7% of our customers accounted for approximately 39.2% of our gross sales. If existingcustomers no longer find our offerings appealing or shift their shopping and purchasing preferences back to brick-and-mortar stores,or if we are unable to timely update our offerings to meet current trends and customer demands, our existing customers may make feweror smaller purchases in the future. A decrease in the number of our existing customers who make repeat purchases or a decrease in theirspending on the merchandise we offer could negatively impact our results of operations. Further, we believe that our future success willdepend in part on our ability to increase sales to our existing customers over time, and if we are unable to do so, our business maysuffer. If we fail to generate repeat purchases or maintain high levels of customer engagement and average spend, our financial condition,results of operations and growth prospects could be adversely affected.

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In addition, for our most valued customers, weinvest in hosting exclusive events, personal shoppers and in-person styling sessions in various international locations. If our investmentsin such personal events do not generate sufficient net sales growth from our top customers, if we are unable to retain our most valuedcustomers or if they do not purchase an amount of merchandise sufficient to grow our business, we may not be able to generate the necessarygrowth to drive beneficial network effects with our brand partners, our net sales may decrease and our business, financial conditionand results of operations may be adversely affected.

Our failure to maintain strong relationshipswith our brand partners could limit our ability to provide differentiated luxury merchandise and harm our business and prospects.

Our relationships with established brand partnersare a key factor in our success. Many of our brand partners limit the number of retail and wholesale channels that they use to sell theirmerchandise, and we have no guaranteed supply arrangements with our brand partners. Nearly all of our luxury brands are sold by competingretailers and have their own proprietary retail stores and/or websites that compete with us. Accordingly, there can be no assurance thatany of our brand partners will continue to sell to us or to meet our quality, style and volume requirements. Some of our brand partnersalso impose geographical restrictions where we are allowed to sell their products. Other brand partners may, in the future, also restrictour ability to sell their products in certain regions. Our failure to offer our brand partners the ability to present their productsin a manner that preserves brand integrity could have an adverse impact on our relationships with such brand partners.

Our distribution model has evolved and will likelyalso evolve over time and includes, among other distribution models, arrangements where a brand partner retains inventory ownership and,in some cases, directly ships to the customer while we are paid a commission by the brand partner. Any such distribution model couldresult in changes to our future revenue composition, inventory levels and margins, with a possible negative effect on our future netsales growth rate and gross margin, which could result in an adverse market reaction. In addition, our brand and reputation could beadversely affected if we are not able to continue controlling the full customer experience associated with shopping on our site. In addition,under the curated platform model, we may be required by the brand partner to share customer data, subject to the customer’s activeconsent in compliance with GDPR and other privacy laws, which could result in a dilution of the customer relationship over time.

Brand partner relationships could also be adverselyimpacted if we are not able to sell our brand partners’ products at full price and instead offer such products at discounted prices.Where we do consider it commercially sensible to discount our brand partners’ products to manage inventory or for other reasons(which we carefully evaluate in each case), this action could undermine the pricing and customer acquisition strategies of our brandpartners and in turn indirectly reduce their net sales.

Our partnership with the Vestiaire Collective,which offers a resale service dedicated to our high-end luxury customers, could also adversely affect our brand partner relationships.Engaging in partnerships with resale service providers could be perceived by our brand partners as competitive with their own luxurygoods, which could result in reduced sales for the brand partners’ goods. Accordingly, brand partners may be less willing to provideus with differentiated luxury merchandise for upcoming seasons, which could have an adverse effect on our relationships with high-endcustomers.

During periods of adverse change in general economic,industry or competitive conditions, some of our brand partners may experience cash flow issues, reductions in available credit from banks,factors or other financial institutions, or increases in the cost of capital. In response to those conditions or to concerns about thefinancial condition of us or our affiliates, such brand partners may attempt to increase their prices, alter historical credit and paymentterms available to us or take other actions. Certain of our brand partners use third party trade credits on the basis of orders placedby us to subsidize a portion of their production costs. In certain cases, this has prompted brand partners to alter historical creditand payment terms available to us. They may also experience problems in their supply chains which could delay deliveries of their productsto us. If this were to recur in the future, it could disrupt our merchandise sourcing and order fulfilment and adversely affect our liquidity.

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We rely on customer discretionary spending,which may be adversely affected by economic downturns, inflation and other macroeconomic conditions or trends.

We sell luxury fashion merchandise. Althoughthe market for luxury goods is less sensitive to economic downturns than markets for ordinary goods, purchases of merchandise by ourcustomers are nonetheless discretionary, and therefore dependent upon the level of customer spending, particularly among affluent customers.As a result, our business and results of operations are subject to global economic and political conditions and their impact on customerdiscretionary spending. Some factors that may negatively influence customer spending include high levels of unemployment, increased inflation,higher customer debt levels, reductions in net worth, adverse health developments, declines in asset values and related market uncertainty,home foreclosures and reductions in home values, fluctuating interest rates and credit availability, fluctuating fuel and other energycosts, fluctuating commodity prices, fluctuations in foreign exchange rates and national and global geopolitical and economic uncertainty,including in connection with tariffs or trade laws.

Economic conditions in any jurisdiction may beaffected by changes in political and economic policies due to frequent elections and changes in government, such as recent events inthe United Kingdom, France and potentially the United States. Any such changes in political and economic policies as a result of changesin government could have a negative material effect on consumer discretionary spending and consequently our business and results of operations.

Economic conditions in certain regions may alsobe affected by natural disasters, such as earthquakes, hurricanes, tropical storms and wildfires, public health crises, political crises,such as the war in Ukraine, terrorist attacks, war and other political instability or other unexpected events, and such events couldalso disrupt our operations, internet or mobile networks or the operations of one or more of our third-party service providers. For example,if any such disaster were to impact our flagship store or distribution centers, our results of operations could be adversely affected.Customer purchases of discretionary items, including the merchandise that we offer, may decline during periods of economic uncertainty,when disposable income is reduced or when there is a reduction in customer confidence.

Adverse economic changes could reduce customerconfidence, and thereby could negatively affect our results of operations. A reduction in customer spending or disposable income mayaffect us more significantly than companies in other industries and companies with a more diversified product offering. In addition,negative national or global economic conditions may adversely affect our access to and cost of capital, our brand partners’ financialperformance, liquidity and access to capital, which may affect their production levels and/or product quality and could cause them toraise prices, lower production levels or cease their operations. In challenging and uncertain economic environments, we cannot predictwhen macroeconomic uncertainty may arise, whether or when such circumstances may improve or worsen or what impact such circumstancescould have on our business.

Any adverse impact on our relationshipwith the limited number of brand partners from whom we generate a significant portion of our net sales could have a material adverseeffect on our business and results of operations.

If one or more of these brand partners were to(i)limit the supply of merchandise made available to us, (ii)increase the supply of merchandise made available to our competitors,(iii)increase the supply of merchandise made available to their own proprietary retail stores and websites or significantly increasethe number of their proprietary retail stores, or (iv)cease the distribution of their merchandise to us, our business, net sales,earnings and profitability could be adversely affected. Any decline in the quality or popularity of our top designer brands could alsoadversely affect our business.

The failure of one or more of these brand partnersto supply their products to us on a timely basis, or at all, or at the prices we expect, may have a material adverse effect on our business,financial condition and results of operations. Further, our brand partners may:

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·have economic or business interests or goals that are inconsistent with ours;
·take actions contrary to our requests, policies or objectives;
·be unable or unwilling to fulfill their obligations under relevant purchase orders, including obligations to meet certain production deadlines, quality standards, pricing guidelines and product specifications, and to comply with applicable regulations, including those regarding the safety and quality of products;
·have financial difficulties;
·encounter raw material or labor shortages;
·encounter increases in raw material or labor costs which may affect their procurement costs, potentially resulting in an increase in their prices;
·engage in activities or employ practices that may harm our reputation; or
·work with, be acquired by, or come under the control of, our competitors.

Any of these factors could have an adverse impacton our relationships with such brand partners and the volume or timing of our purchases from such brand partners and could adverselyaffect our business, financial condition, results of operations and prospects.

If our brand partners or service providersdo not continue to produce products or provide services that are consistent with our standards or applicable regulatory requirements,this could adversely affect the quality of our collections, cause customer dissatisfaction and harm our reputation.

We do not own or operate any manufacturing facilitiesor design the merchandise we sell. The ability of our brand partners to design, manufacture and supply us with their products may beaffected by competing orders placed by other retailers and the demands of those retailers. If we experience significant increases indemand, or need to replace a significant amount of merchandise, there can be no assurance that additional supply will be available whenrequired on terms that are acceptable to us, or at all, or that any brand supplier will allocate sufficient capacity to us in order tomeet our requirements.

In addition, quality control problems, such asthe use of materials and delivery of products that do not meet our quality control standards and specifications or comply with applicablelaws or regulations, could harm our business. All products presented on our website have followed a rigorous selection process and qualityis an integral part of this selection process. Upon reception of all goods within our distribution centers, the quality of the productis controlled and quality control problems could result in regulatory action, such as restrictions on importation, products of inferiorquality or product stock outages or shortages, which could harm our sales and create inventory write-downs for unusable products. Wehave also outsourced portions of our distribution process, as well as certain technology-related functions, to third-party service providers.Specifically, we rely on third parties in a number of foreign countries and territories, and we rely on third parties for credit cardprocessing, hosting and networking for our sites. The failure of one or more of these entities to provide the expected services on atimely basis, or at all, or at the prices we expect, or the costs and disruption incurred in moving these outsourced functions underour management and direct control or that of another third party, may have a material adverse effect on our business, financial conditionand results of operations.

Our failure to successfully introduce newproduct categories could harm our business, financial condition, results of operations and prospects.

As part of our ongoing business strategy we expectto introduce new products in our traditional product categories of clothing, shoes, bags and accessories, while also expanding our productlaunches into adjacent categories in which we may have little to no operating experience. Mytheresa Kids, Mytheresa Men and MytheresaLife expand our curated offering to these large and underserved categories. If we are unable to effectively market these categories tonew and existing customers, the launch of these product lines may not be as successful as we anticipate. Our inability to successfullyintroduce new products in our traditional categories or in adjacent categories could limit our future growth and have a material adverseeffect on our business, financial condition, results of operations and prospects.

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Any disruptions at our flagship storescould negatively affect our business, results of operations, financial condition and prospects.

We generate a portion of our net sales (approximately2% in fiscal 2024) from our Munich flagship store and, our men’s store, which is also located in Munich. As a result, we are morevulnerable to economic and other conditions affecting the metropolitan region surrounding Munich than our more geographically diversifiedcompetitors. Factors that may affect our results of operations include, among other things, adverse health developments, changes in demographics,population and employee bases, wage increases, future changes in economic conditions, severe weather conditions and winter storms. Anyevents or circumstances that negatively affect the region could adversely affect our net sales and profitability. Such conditions mayresult in reduced customer traffic and spending in our store, physical damage to our store, loss of inventory or closure of our store.Any of these factors may disrupt our business and adversely affect our business, financial condition and results of operations.

We may be unable to accurately forecastnet sales and appropriately plan our expenses in the future.

We base our current and future expense levelson our operating forecasts and estimates of future net sales, gross margins and bottom-up estimates of functional cost increases. Netsales and results of operations are difficult to forecast because the purchasing behavior of our existing customers as well as our successin acquiring new customers may vary and is subject to global economic and health conditions. In addition, our historical growth rates,trends and other key performance metrics may not be meaningful predictors of future growth. Our business is affected by general economicand business conditions in the European Union and in the other international markets in which we operate. In addition, we experienceshifts in overall sale seasons in our business, and our mix of product offerings is variable from day-to-day and quarter-to-quarter.This variability makes it difficult to predict sales and could result in significant fluctuations in our net sales, margins and profitability.Some of our expenses are fixed, and as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpectedshortfall in net sales. Any failure to accurately predict net sales could cause our results of operations to be lower than expected,which could adversely affect our financial condition and the value of our securities.

Our recent growth rates may not be sustainableor indicative of our future growth.

Our historical net sales and profitability maynot be indicative of our future performance. We may not be successful in executing our growth strategy, and even if we achieve our strategicplan, we may not be able to sustain profitability. In future periods, our net sales and profitability could decline or grow more slowlythan we expect.

We believe that our continued growth will dependupon, among other factors, our ability to:

·identify new and emerging brands and maintain relationships with our established brand partners;
·acquire new customers and retain existing customers;
·develop new features to enhance the customer experience on our sites;
·increase the frequency with which new and existing customers purchase products on our sites through merchandising, data analytics and technology;
·invest in our online infrastructure to enhance and scale the systems our customers use to interact with our site;
·access new complementary customer categories; and
·expand internationally.

We cannot assure you we will be able to achieveany of the foregoing. Our customer base may not continue to grow or may decline as a result of increased competition and the maturationof our business. Failure to sustain our growth could have an adverse effect on our business, financial condition and results of operationsand on the value of our securities.

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Additionally, we expect our costs to continueto increase in future periods due to, among other items, inflation, regulatory requirements, competitive pressures, commodity price increasesand increased labor costs, which could negatively affect our future results of operations and ability to sustain profitability. We expectto continue to expend substantial financial and other resources on acquiring and retaining customers, our technology infrastructure andthe development of new features, sales and marketing, international expansion, including expansion into the United States, and expensesrelated to being a public company. These investments may not result in increased net sales or growth in our business. If we cannot successfullyearn net sales at a rate that exceeds the costs associated with our business, we will not be able to sustain profitability or generatepositive cash flow on a sustained basis and our net sales growth rate may decline. If we fail to continue to increase our net sales andgrow our overall business, our business, financial condition, results of operations and prospects could be adversely affected.

We are also required to manage numerous relationshipswith various brand partners and other third parties. Further growth of our operations, fulfillment infrastructure, information technologysystems or internal controls and procedures may not be adequate to support our operations. If we are unable to manage the growth of ourorganization effectively, our business, financial condition and results of operations may be adversely affected.

Our quarterly results of operations mayfluctuate, which could cause the value of our securities price to decline.

Our quarterly results of operations may fluctuatefor a variety of reasons, many of which are beyond our control. These reasons include those described in these risk factors as well asthe following:

·fluctuations in gross profit margin as a result of price competition with struggling or exiting competitors selling similar goods at deeply discounted prices;
·fluctuations in net sales generated from the brands on our sites, including as a result of shifts in overall sale seasons, changes in regional mix and changes in brand delivery patterns and timing;
·fluctuations in sales margin due to shifts in seasonal sales calendars or competitive behaviors;
·fluctuations in product mix;
·our ability to effectively manage our sites and new and existing brands;
·fluctuations in the levels of inventory;
·fluctuations in capacity as we expand our operations;
·our success in engaging existing customers and attracting new customers;
·the amount and timing of our operating expenses;
·the timing and success of new products and brands we introduce;
·the impact of competitive developments and our response to those developments;
·our ability to manage our existing business and future growth;
·disruptions or defects in our sites, such as privacy or data security breaches; and
·economic and market conditions, particularly those affecting our industry.

Fluctuations in our quarterly results of operationsmay cause those results to fall below the expectations of analysts or investors, which could cause the value of our securities to decline.Fluctuations in our results could also cause a number of other difficulties. For example, analysts or investors might change their modelsfor valuing our securities, we could experience short-term liquidity issues, our ability to retain or attract key personnel may diminishand other unanticipated issues may arise.

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In addition, we believe that our quarterly resultsof operations may vary in the future and that period-to-period comparisons of our results of operations may not be meaningful. For example,our historical growth may have overshadowed the shifts in the overall effect of sale seasons on our historical results of operations.These shifts in the overall effect of sale seasons may become more pronounced over time, which could also cause our results of operationsto fluctuate. You should not rely on the results of one quarter as an indication of future performance.

If we are unable to manage fluctuationsin exchange rates effectively, our results of operations may be adversely affected.

We are exposed to market risk from fluctuationsin foreign currencies. Material portions of our net sales and expenses have been generated by our operations outside the European Union,and we expect that these operations will account for a material portion of our net sales and expenses in the future. We use foreign servicevendors whose costs are affected by the fluctuation of their local currency against the Euro or who price their services in currenciesother than the Euro, including the British Pound, U.S. Dollar and Swiss Franc. We have also generated significant sales in foreign locations,principally the United Kingdom, the United States, China, South Korea, and the Middle East. Our brand partners may also be impacted bycurrency exchange rate fluctuations with respect to the purchase of fabric and other raw materials and could pass any such increasedcosts on to us. We may not be able to pass increased prices on to customers, which could adversely affect our business and financialcondition.

Certain of our key operating metrics aresubject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and negativelyaffect our business.

We track certain key operating metrics usinginternal data analytics tools, which have certain limitations. In addition, we rely on data received from third parties, including third-partyplatforms, to track certain performance indicators. Data from such sources may include information relating to fraudulent accounts andinteractions with our sites (including as a result of the use of bots, or other automated or manual mechanisms to generate false impressionsthat are delivered through our sites or their accounts). We have only a limited ability to verify data from our sites or third parties,and perpetrators of fraudulent impressions may change their tactics and may become more sophisticated, which would make it more difficultto detect such activity.

Our methodologies for tracking metrics may alsochange over time, which could result in changes to the metrics we report. If we under or over count performance due to the internal dataanalytics tools we use or issues with the operating data received from third parties, or if our internal data analytics tools containalgorithmic or other technical errors, the operating data we report may not be accurate or comparable with prior periods. In addition,limitations, changes or errors with respect to how we measure operating data may affect our understanding of certain details of our business,which could affect our longer-term strategies.

If our operating metrics are not accurate representationsof the reach or monetization of our offerings and network, if we discover material inaccuracies in our metrics or the operating dataon which such metrics are based, or if we can no longer calculate any of our key operating metrics with a sufficient degree of accuracyand cannot find an adequate replacement for such metrics, our business, financial condition and results of operations could be adverselyaffected.

If we are unable to manage our inventoryeffectively, our results of operations could be adversely affected.

Our business requires us to manage a large volumeof inventory effectively. We add a total of approximately 800 new apparel, footwear, accessories and fine jewelry to our sites in a typicalweek, and we depend on our forecasts of demand for and popularity of various products to make purchase decisions and to manage our inventoryof SKUs. Demand for products, however, can change significantly between the time inventory is ordered and the date of sale. Demand maybe affected by shifts in overall sale seasons, new product launches, rapid changes in product cycles and pricing, product defects, excessinventory at peers and thus an unforeseen high level of promotions in the market, changes in customer spending patterns, changes in customertastes with respect to the products we offer and other factors, and our customers may not purchase products in the quantities that weexpect.

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Seasonality in our business does not follow thatof traditional retailers, such as typical concentration of net sales in the holiday quarter since our business is worldwide. Given shiftsin overall sale seasons, it may be difficult to accurately forecast demand and determine appropriate levels of product. We generallydo not have the right to return unsold products to our brand partners, and in the cases where we do have a right to return to vendorin exchange for a credit note, we remain subject to credit risk of our brand partners. In additional, our ability to respond to seasonaldemands on our working capital may be negatively affected if we are unable to maintain continued access to working capital financing,whether provided by bank financing or by supplier financing, on favorable terms and conditions. If we fail to manage our inventory effectivelyor negotiate favorable credit and return to vendor terms with third-party suppliers, we may be subject to a heightened risk of inventoryobsolescence, a decline in inventory values, reduce margins and inventory write-downs or write-offs. In addition, if we are requiredto lower sale prices in order to reduce inventory levels, our profit margins might be negatively affected, and such price reductionsmay harm our relationships with our brand partners. Any of the above, including the economic uncertainty resulting from the continuedwar in Ukraine, may materially and adversely affect our business, financial condition and results of operations.

Increased merchandise returns above currentlevels could harm our business.

We allow our customers to return products, subjectto our return policy. If the rate of merchandise returns increases significantly or if merchandise return economics become less efficient,our business, financial condition and results of operations could be harmed. Further, we modify our policies relating to returns fromtime to time, which may result in customer dissatisfaction or an increase in the number of product returns. From time to time, our productsare damaged in transit, and any increase in the occurrence of such damages can increase return rates and harm our business.

Our ability to timely deliver merchandiseto customers is currently primarily dependent on two distribution centers. If we suffer a loss of, or disruption in, our distributioncenters, our business and operations could be adversely affected.

Our ability to timely deliver merchandise tocustomers is primarily dependent on two distribution centers as well as certain brand partners who fulfill orders directly. Althoughwe recently opened the distribution center in Leipzig, we could be subject to disruptions in our fulfillment capacity as we operate theLeipzig facility until we are able to optimize our procedures and processes and train the workforce. If we do not have sufficient fulfillmentcapacity, experience disruptions to order fulfillment or deliveries by our brand partners are not timely, our customers may experiencedelivery delays, which could harm our reputation and our relationship with our customers.

We have designed and built our own fulfillmentinfrastructure, which is tailored to meet the specific needs of our business. If we continue to add or change our fulfillment and warehousecapabilities, add new businesses or categories with different fulfillment requirements or change the mix of products that we sell, ourfulfillment network will become increasingly complex, could be subject to workforce disruption risks and increase the challenges to sustaincost-effective operations. If we are unable to adequately staff our fulfillment center to meet demand or if the cost of such staffingis higher than historical or projected costs due to mandated wage increases, regulatory changes, international expansion or other factors,our results of operations could be harmed. In addition, operating and optimizing our fulfillment network comes with potential risks,such as workplace safety issues and employment claims for the failure or alleged failure to comply with labor laws or laws respectingunion organizing activities. Any such issues may result in delays in shipping times or packing quality, and our reputation and resultsof operations may be harmed.

We expect that our current and projected capacitywill support our near-term growth plans. Over the long term, we may be unable to locate suitable facilities on commercially acceptableterms in accordance with our expansion plans and to recruit qualified managerial and operational personnel to support our expansion plans.If we grow faster than we anticipate, we may exceed our fulfillment center capacity sooner than we anticipate, we may experience problemsfulfilling orders in a timely manner or our customers may experience delays in receiving their purchases, and we would need to increaseour capital expenditures more than anticipated. Many of the expenses and investments with respect to our fulfillment center are fixed,and any expansion of our fulfillment center infrastructure will require additional investment of capital. We expect to incur higher capitalexpenditures in the future for our fulfillment center operations in the future. We may incur such expenses or make such investments inadvance of expected sales, and such expected sales may not occur. If we are unable to secure new facilities for the expansion of ourfulfillment operations or to effectively control expansion-related expenses, our business, financial condition, results of operationsand prospects could be adversely affected.

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The announced closure of our Heimstettendistribution center could adversely affect our ability to timely deliver merchandise to customers, our reputation and our relationshipto our customers, and could disrupt and adversely affect our operations and financial performance.

As part of our strategic focus on global growth,operational excellence and continued profitability, we announced on 16 July2024 the consolidation of our distribution and shippingfunctions into our newly opened state-of-the-art distribution center in Leipzig, Germany, which already covers 80% of all customer shipments.In connection with the consolidation of our distribution and shipping functions, our legacy distribution center in Heimstetten, Germanywill be closed. All stock will be transitioned to the Leipzig distribution center, and all staff affected by this change have been offeredthe opportunity to transfer to the distribution center in Leipzig or otherwise be supported with socially acceptable agreed solutions.Although we are consolidating our distribution and shipping functions in Leipzig, the closure of our Heimstetten distribution centercould cause disruptions in our fulfillment capacity. If we do not have sufficient fulfillment capacity, experience disruptions to orderfulfillment or deliveries by our brand partners are not timely, our customers may experience delivery delays, which could harm our reputationand our relationship with our customers.

The closure of our Heimstetten distribution centermay require significant capital and operating expense. Such expenses may include legal compliance costs, facility closure costs and otherrestructuring expenses. The closure of our Heimstetten distribution center could further result in a loss of revenues, profits, cashflows, and other materially impactful effects on our business and operations. We also bear the risk of losses incurred as a result ofthe potential loss of key employees; physical damage to, or destruction of, our distribution or fulfillment centers; theft, loss or damageof inventory; and business interruption caused by such events. Similarly, any significant interruption in the operation of any of ourdistribution centers or fulfillment centers, whether due to the closure of our Heimstetten distribution center or external factors outsideof our control, may delay shipment of merchandise to our customers, potentially damaging our reputation and customer relationships andcausing a loss of revenue. These events and their impacts could otherwise disrupt and adversely affect our operations and could materiallyadversely affect our financial performance.

Our results of operations could be adverselyaffected by natural disasters, public health crises, political crises or other catastrophic events.

Natural disasters, unforeseen public health crises,political crises or other catastrophic events, whether occurring in the European Union or internationally, could disrupt our operationsin any of our offices and logistics centers or the operations of one or more of our brand partners or other third parties we do businesswith. In particular, these types of events could impact our merchandise supply chain, including our ability to ship merchandise to customersfrom or to the impacted region, and could impact our ability or the ability of third parties to operate our sites and ship merchandise.In addition, these types of events could negatively impact customer spending in the impacted regions. To the extent any of these eventsoccur, our business and results of operations could be adversely affected.

Any changes in our shipping arrangementsor any interruptions in shipping could adversely affect our results of operations.

We primarily rely on three major vendors forour shipping, DHL, FedEx, and UPS. If we are not able to negotiate acceptable pricing and other terms with these entities, if they significantlyincrease their shipping charges or they experience performance problems, such as responses to adverse health developments, inflationor worker shortages or work stoppages, or other difficulties, it could negatively impact our results of operations and our customer experience.In addition, our ability to receive inbound inventory efficiently and ship merchandise to customers may be negatively affected by adversehealth developments and related response measures, inclement weather, fire, flood, power loss, earthquakes, labor disputes, acts of waror terrorism, trade embargoes and similar factors. For example, strikes at major international shipping ports may in the future impactour supply of inventory from our brand partners, and the trade disputes between the United States, the European Union, Russia, Chinaand certain other regions could lead to increased tariffs on our goods and restrict the flow of the goods between the United States,the European Union, Russia and China. We are also subject to risks of damage or loss during delivery by our shipping vendors. Any ofthese factors could result in reduced sales or canceled orders, which may limit our growth and damage our reputation. If our merchandiseis not delivered in a timely fashion or is damaged or lost during the delivery process, our customers could become dissatisfied and ceaseshopping on our sites, which would have a material adverse effect on our business, financial condition, results of operations and prospects.

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Our business, including our costs and supplychain, is subject to risks associated with sourcing and warehousing.

All the merchandise we offer on our sites issourced directly from our brand partners, and as a result we may be subject to price fluctuations or supply disruptions. Our resultsof operations would be negatively impacted by increases in the prices of our merchandise, and we have no guarantees that prices willnot rise. In addition, as we expand into new categories and product types, it is possible that we may not have strong purchasing powerin these new areas, which could lead to higher prices than we have historically seen in our current categories. We may not be able topass increased prices on to customers, which could adversely affect our results of operations. Moreover, in the event of a significantdisruption in the supply of the fabrics or raw materials used in the manufacture of the merchandise we offer, our brand partners maynot be able to locate alternative suppliers of materials of comparable quality at an acceptable price. We may incur additional expensesand our reputation could be harmed if customers or potential customers believe that our merchandise does not meet their expectations,is not properly labeled or is damaged.

We are subject to payment-related risks.

We accept payments using a variety of methods,including credit card, Mytheresa gift cards, debit card, PayPal, Alipay, and WeChat Pay, in addition to cash in our store, which subjectsus to certain regulations and the risk of fraud, and we may in the future offer new payment options to customers that would be subjectto additional regulations and risks. We pay interchange and other fees in connection with credit card payments, which may increase overtime and adversely affect our operating results. We primarily rely on Adyen as payment processor. If this third-party payment processorwere to experience an interruption, delay or service unavailability or if we transition to a new third party payment processor and thetransition results in interruption, delay or service unavailability, we may not be able to process payments on a timely basis. Althoughwe use third parties to process payments, our processes must comply with payment card association operating rulesand certificationrequirements, including the Payment Card Industry Data Security Standard (“PCI-DSS”) and rulesgoverning electronicfunds transfers, the EU Regulation on regulatory technical standards for strong customer authentication and common and secure open standardsof communication and the EU Directive on payment services in the internal market. If we fail to comply with applicable rulesandregulations of any provider of a payment method we accept, if the volume of fraud in our transactions triggers limits or terminates ourrights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may be subject to finesor higher transaction fees and may lose our ability to accept online payments or other payment card transactions. If services of ourpayment providers are interrupted, harmed or such payment providers are subject to fraud or cyber security attacks, this may result inthe data protection of our customers being compromised and the access, public disclosure, loss or theft of their personal information,as well as an inability to process their payments. Further, we occasionally receive orders placed with fraudulent data. Under currentcredit and debit card practices, we may be liable for fraudulent transactions. As a result, we may suffer losses as a result of ordersplaced with fraudulent data even if the associated financial institution approved payment of the orders. We would also likely suffera reputational impact with our customers. If any of these events were to occur, our business, financial condition and results of operationscould be adversely affected.

We may incur significant losses from fraud.

We have in the past incurred and may in the futureincur losses from various types of fraud, including stolen credit card numbers, claims that a customer did not authorize a purchase,merchant fraud and customers who have closed bank accounts or have insufficient funds in bank accounts to satisfy payments. Althoughwe have measures in place to detect and reduce the occurrence of fraudulent activity on our sites and in our store, those measures maynot always be effective. In addition to the direct costs of such losses, if the fraud is related to credit card transactions and becomesexcessive, it could potentially result in us paying higher fees or losing the right to accept credit cards for payment. In addition,under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’ssignature.

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Our failure to adequately prevent fraudulenttransactions could damage our reputation, result in litigation or regulatory action and lead to expenses that could substantially impactour results of operations.

The continuing impact of the United Kingdom’sexit from the European Union may have a negative effect on global economic conditions, financial markets and our business.

We are a multinational company with worldwideoperations, including significant business operations in Europe. The U.K.’s exit from the European Union, as well as the possibilityof initiatives by other European countries to withdraw from the European Union, has created significant uncertainty about the futurerelationships between the United Kingdom, the European Union and other member states within the European Union.

These developments, or the perception that otherEuropean countries could withdraw from the European Union, have had and may continue to have a material adverse effect on global economicconditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the abilityof key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings maybe especially subject to increased market volatility. Lack of clarity about future U.K. laws and regulations, including financial lawsand regulations, tax and free trade agreements, immigration laws and employment laws, could increase costs, depress economic activity,impair our ability to attract and retain qualified personnel. Any of these factors may have a material adverse effect on our business,results of operations, financial condition and prospects.

Parties with whom we do business may besubject to insolvency risks or may otherwise become unable or unwilling to perform their obligations with us.

In addition to our brand partners, we are partyto contracts, transactions and business relationships with third parties, including with respect to shipping, payment processing anddata hosting, pursuant to which such third parties have performance, payment and other obligations. If any of these third parties wereto become subject to bankruptcy, receivership or similar proceedings, our rights and benefits in relation to our contracts, transactionsand business relationships with such third parties could be terminated, modified in a manner adverse to us, or otherwise impaired.

We may be unable to arrange for alternate orreplacement contracts, transactions or business relationships on terms as favorable as our existing contracts, transactions or businessrelationships, if at all. Any inability on our part to do so could have a material adverse effect on our business and results of operations.

We may expand our business through futuretransactions including acquisitions of other businesses, which may divert management’s attention, harm the market price of ourordinary shares or require us to seek additional funds, result in shareholder dilution and increase our leverage ratios and/or proveto be unsuccessful.

We regularly review potential transactions relatedto business that are complementary to our business and may acquire additional businesses or technologies from time to time. Acquisitionsmay divert management’s time and focus from operating our business. Acquisitions also may require us to spend a substantial portionof our available cash, issue additional shares, incur debt or other liabilities, amortize expenses related to intangible assets or incurwrite-offs of goodwill or other assets. In addition, integrating an acquired business or technology is risky.

In order to finance such acquisitions, we mayrequire additional funds, and we may seek such funds through various sources, including debt and equity offerings, corporate collaborations,bank borrowings, arrangements relating to assets or other financing methods or structures. The source, timing and availability of anyfinancing will depend on global economic conditions, credit and financial market conditions, interest rates and other factors. If weissue additional equity securities or securities convertible into equity securities, our shareholders would suffer dilution of theirinvestment, and it may adversely affect the market price of our ordinary shares.

In addition, future investors or lenders maydemand, and may be granted, rights superior to those of existing shareholders. If we issue additional debt securities, our existing debtservice obligations will increase further. If we are unable to generate sufficient cash to meet these obligations and need to use existingcash or liquidate investments in order to fund our debt service obligations or to repay our debt, we may be forced to curtail our operations.We cannot be certain that additional financing will be available from any of these sources when needed or, if available, will be on acceptableterms.

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Moreover, we may not benefit from our acquisitionsin the manner or time frame we expect. For example, we may not be able to close any announced acquisitions as anticipated due to executionrisk, we may not be able to achieve desired synergies to reduce cost and we may not be able to expand into new markets or product categoriesas anticipated,etc. The issuance of issue additional shares in connection with an acquisition would also likely cause dilutionto our shareholders. Finally, acquisitions could be viewed negatively by analysts, investors or our customers.

Due to our global business we are exposedto different local cultures, standards and policies.

Given that we operate globally, with customersin over 130 countries, we are exposed to many different local cultures, standards and policies. The business model we employ and themerchandise we currently offer may not have the same appeal to our various international customers, and purchasing behaviors may varyregion to region. Due to the international nature of our business, our success in the international markets may depend on a variety offactors, including:

·localization of our merchandise offerings, including translation into foreign languages and adaptation for local practices;
·navigating shipping and returns in a more fragmented geography;
·different customer demand dynamics, which may make our model and the merchandise we offer less successful elsewhere compared to the European Union;
·competition from local incumbents that understand the local market and may operate more effectively;
·regulatory requirements, taxes, trade laws, trade sanctions and economic embargoes, tariffs, export quotas, custom duties or other trade restrictions or any unexpected changes thereto;
·laws and regulations regarding anti-bribery, anti-corruption, anti-trust and fair competition compliance or any changes to such laws or regulations;
·changes in a specific country’s or region’s political or economic conditions; and
·risks resulting from changes in currency exchange rates.

If we invest substantial time and resources toestablish and expand our operations in various international markets and are unable to do so successfully and in a timely manner, ourresults of operations would suffer. In addition, if we are not able to attract new customers and retain existing customers in such markets,we might not be able to grow our business, which may have an adverse effect on our business, financial condition, results of operationsand prospects.

We conduct business in China, and we andour brand partners may be subject to negative publicity in China and other risks, which could damage our reputation and have an adverseeffect on our business and results of operations.

We sell goods and ship products into China. Conductingbusiness in China exposes us to political, legal and economic risks. In particular, the political, legal and economic climate in China,both nationally and regionally, is fluid and unpredictable. Our brand could be subject to adverse publicity if incidents related to ourimage or the products we sell occur or are perceived to have occurred, whether or not we are at fault. In particular, given the popularityof social media, including WeChat and Weibo in China, any negative publicity, regardless of its truthfulness, could quickly proliferateand harm consumer perceptions of and confidence in our company. Furthermore, our ability to successfully position our brand could beadversely affected by perceptions of the quality of our brand partners’ products and services. We may also be affected by adversepublicity related to our brand partners or our marketing partners, whether or not such publicity is related to their collaboration withus. In recentyears, luxury fashion brands have experienced Chinese boycotts of their products as a result of politically or raciallyoffensive products, ads and statements made by individuals associated with the brands. In addition, ongoing trade restrictions betweenUS and China may have a negative impact on us trading products made in one territory and selling it into the other territory. Incidentssuch as these may have an adverse effect on our business, financial condition and results of operations.

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Further, recent regulatory efforts in China tolimit or restrict luxury consumption and displays of wealth by high net worth individuals in China could have an adverse effect on ourbusiness and results of operations in China.

In addition, our ability to ensure a significantstep-change sales growth in China depends on our ability to secure a partner to provide better access to high-end luxury consumers inChina. If we are unable to secure a partner in China, we may experience an adverse effect on our business, financial condition and resultsof operations in China, which may result in an adverse market reaction from institutional investors and analysts.

Climate change and related regulatory responsesas well as customer and investor awareness of ESG issues may adversely impact our business.

There is increasing concern that a gradual increasein global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will causesignificant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Changesin weather patterns and an increased frequency, intensity and duration of extreme weather conditions could, among other things, adverselyimpact the cultivation of cotton, which is a key resource our brand partners use to make the products that we sell, disrupt our brandpartners’ supply chain operations, increase the cost of our brand partners’ products and impact the types of products thatcustomers purchase. As a result, the effects of climate change could have an adverse impact on our business and results of operations.

In many countries, governmental bodies are increasinglyenacting legislation and regulations in response to the potential impacts of climate change and other ESG concerns such as human rights.For example, in 2023, Germany adopted the Supply Chain Due Diligence Act, which regulates the responsibility of German enterprises torespect human rights in global supply chains, including protection against child labor, the right to fair wages, as well as environmentalprotection. In anticipation of this act, we adopted a Partner Code of Conduct in December2022, which imposes obligations on ourbrand partners on responsible sourcing in regards to human rights and environmental aspects. We also implemented the Ecovadis tool, whichmonitors our brand partners regarding their compliance with such act. This and similar laws and regulations, which may be mandatory,have the potential to impact our operations indirectly as a result of required compliance by our brand partners and the manufacturersof their products. In addition, we are active in an industry that is not considered to be environmentally sustainable and we depend onshipping logistics, which lead to a high output of carbon dioxide. As a result, our customers might refuse to acquire merchandise fromus and turn to more sustainable competitors or refrain from acquiring luxury products at all. Further, any delays in achieving our ESGgoals may result in a loss of customers and investors who prioritize companies that publicly disclose their sustainability efforts andresults. If we take steps to voluntarily mitigate our impact on climate change and other ESG issues, we may experience increases in energyand transportation costs, operating expenses, capital expenditures or insurance premiums and deductibles. Inconsistency of legislationand regulations among jurisdictions may also affect the costs of compliance with such laws and regulations. Any assessment of the potentialimpact of future climate change legislation, regulations or industry standards, as well as any international treaties and accords, isuncertain given the wide scope of potential regulatory change in the countries in which we operate or conduct business.

System interruptions that impair customeraccess to our sites or other performance failures in our technology infrastructure could damage our business, reputation and brand andsubstantially harm our business and results of operations.

Approximately 98% of our consolidated net salesfor fiscal 2024 were generated from sales on our sites. The satisfactory performance, reliability and availability of our sites, transaction-processingsystems and technology infrastructure are critical to our reputation and our ability to acquire and retain customers, as well as maintainadequate customer service levels.

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We outsource the vast majority of our cloud infrastructureto Amazon Web Services (“AWS”), which hosts our sites and products. In addition, we use Akamai Technologies,Inc. asour primary content delivery network vendor, which focuses on delivering point-cloud solutions (together with AWS, our “HostingProviders”). Our customers must have the ability to access our sites at any time, without interruption or degradation of performance.Our Hosting Providers run their own platforms upon which our sites and products depend, and we are, therefore, vulnerable to serviceinterruptions at each Hosting Provider. We have experienced, and in the future we may experience interruptions, delays and outages inservice and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, websitehosting disruptions and capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures,natural disasters, fraud or security attacks. In addition, if our security, or that of one of our Hosting Providers, is compromised,our sites or products are unavailable or our users are unable to access our products within a reasonable amount of time or at all, thenour business, financial condition and results of operations could be adversely affected. We note that our ability to conduct securityaudits on our Hosting Providers is limited. In some instances, we may not be able to identify and/or remedy the cause or causes of theseperformance problems within a period of time acceptable to our customers. It may become increasingly difficult to maintain and improveour sites performance, especially during peak usage times. To the extent that we do not effectively address capacity constraints, eitherthrough our Hosting Providers or alternative providers of cloud infrastructure, our business, financial condition and results of operationsmay be adversely affected. In addition, any changes in service levels from our Hosting Providers may adversely affect our ability tomeet our customers’ requirements.

Our increased reliance on cloud-based servicesmay subject us to increased risk of slowdown or interruption as a result of integration with such services or failures by such thirdparties, which are out of our control. Our net sales depend on the number of visitors who shop on our sites and the volume of orderswe can handle. Unavailability of our sites or reduced order fulfillment performance would reduce the volume of goods sold and could alsoadversely affect customer perception of our brand. In particular, we have in the past and may in the future experience slowdowns or interruptionson our sites during updates. Currently, our sites are typically unavailable for a short period of time while software updates are beinginstalled. We may also experience other periodic system interruptions from time to time. In addition, continued growth in our transactionvolume, as well as surges in online traffic and orders associated with promotional activities or shifts in overall sale seasons in ourbusiness, place additional demands on our third-party cloud-based services and technology infrastructure and could cause or increasethe frequency or magnitude of slowdowns or interruptions. We may not be able to accurately project the rate or timing of increases, ifany, in the use of our sites or expand, scale and upgrade our technology, systems, infrastructure and third-party cloud-based servicesto accommodate such increases on a timely basis. In order to remain competitive, we must continue to enhance and improve the responsiveness,functionality and features of our sites, which is particularly challenging given the rapid rate at which new technologies, customer preferencesand expectations, industry standards and practices are evolving in the e-commerce industry.

Any slowdown or failure of our sites and theunderlying third-party cloud-based services could harm our business, reputation and our ability to acquire, retain and serve our customers,which could adversely affect our results of operations and our business interruption insurance may not be sufficient to compensate usfor the losses that could occur. Furthermore, compensation for, or indemnification from, damages resulting from capacity constraintsor other limitations of our contractual partners might be limited due to contractual exclusions, limitations of liability or warrantyprovisions.

If sensitive information about our customersis disclosed, or if we or our third-party providers are subject to real or perceived cyberattacks, our customers may curtail use of oursites, we may be unable to process or fulfill orders, we may lose or be unable to access data, we may be exposed to liability and ourreputation would suffer.

We collect, transmit, and store personal informationprovided by our customers, such as names, email addresses, the details of transactions. Some of our third-party service providers, suchas identity verification and payment processing providers, also regularly have access to customer data. In an effort to protect sensitiveinformation, we rely on a variety of security measures, including encryption and authentication technology licensed from third parties.However, advances in computer capabilities, increasingly sophisticated tools and methods used by hackers and cyber terrorists, new discoveriesin the field of cryptography or other developments may result in our failure or inability to adequately protect sensitive information.

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Like other online services, we are also vulnerableto computer viruses, unauthorized access, phishing or social engineering attacks, ransomware attacks, data corruption, encryption ordeletion attacks, denial-of-service attacks and other real or perceived cyberattacks. Any of these incidents could lead to interruptionsor shutdowns of our sites, loss or corruption of data, or unauthorized access to or disclosure of personal data or other sensitive information.Cyberattacks could also result in the theft of our intellectual property. We have been subject to attempted cyber, phishing or socialengineering attacks in the past and may continue to be subject to such attacks in the future. As we gain greater visibility, we may facea higher risk of being targeted by cyberattacks.

Advances in computer capabilities, new technologicaldiscoveries or other developments may result in cyberattacks becoming more sophisticated and more difficult to detect. We and our third-partyservice providers may not have the resources or technical sophistication to anticipate or prevent all such cyberattacks. Moreover, techniquesused to obtain unauthorized access to systems change frequently and may not be known until launched against us or our third-party serviceproviders. Security breaches can also occur as a result of non-technical issues, including intentional or inadvertent actions by ouremployees, our third-party service providers, or their personnel.

We and our third-party service providers regularlyexperience cyberattacks aimed at disrupting our and their services. If we or our third party service providers experience, or are believedto have experienced, security breaches that result in our sites’ performance or availability problems or the loss or corruptionof, or unauthorized access to or disclosure of, personal data or confidential information, people may become unwilling to provide usthe information necessary make purchases on our sites. Existing customers may also decrease their purchases or close their accounts altogether.We could also face potential liability and litigation, which may not be adequately covered by insurance. Any of these results could harmour growth prospects, our business and our reputation.

The loss or corruption (or other unauthorizedaccess or disclosure) of personal data may constitute a personal data breach under the EU General Data Protection Regulation (“GDPR”).In the event of such a personal data breach, we could be required to notify applicable government authorities and/or potential victimsand could face continued governmental investigations, fines and private claims for compensation from individuals whose personal datawas involved.

Customer growth and activity on mobiledevices depends upon effective use of mobile operating systems, networks and standards that we do not control.

Purchasesusing mobile devices by customers generally, and by our customers specifically, have increased significantly, and we expect this trendto continue. In fiscal 2024, mobile orders accounted for 52% of our net sales, of which 44% were app orders, and approximately81% of pageviews were generated via mobile app, tablet and mobile phone. To optimize the mobile shopping experience, we are dependenton our customers downloading our specific mobile applications for their particular device or accessing our sites from an internet browseron their mobile device. As new mobile devices and operating systems are released, it is difficult to predict the problems we may encounterin developing applications for these alternative devices and operating systems, and we may need to devote significant resources to thecreation, support and maintenance of such applications. In addition, our future growth and our results of operations could suffer ifwe experience difficulties in the future in integrating our mobile applications into mobile devices, if problems arise with our relationshipswith providers of mobile operating systems or mobile application stores, such as those of the Apple App Store or Google Play, if ourapplications receive unfavorable treatment compared to competing applications, such as the order of our products within application stores,or if we face increased costs to distribute or have customers use our mobile applications. We are further dependent on the interoperabilityof our sites with popular mobile operating systems that we do not control, such as iOS and Android, and any changes in such systems thatdegrade the functionality of our sites or give preferential treatment to competitive products could adversely affect the usage of oursites on mobile devices. In the event that it is more difficult for our customers to access and use our sites on their mobile devices,or if our customers choose not to access or to use our sites on their mobile devices or to use mobile products that do not offer accessto our sites, our customer growth could be harmed and our business, financial condition and results of operations may be materially andadversely affected.

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Further, we continually upgrade existing technologiesand business applications, and we may be required to implement new technologies or business applications in the future. The implementationof upgrades and changes requires significant investments. Our results of operations may be affected by the timing, effectiveness andcosts associated with the successful implementation of any upgrades or changes to our systems and infrastructure.

A failure to comply with current laws,rulesand regulations related to internet, ecommerce and trade sanctions or changes to such laws, rulesand regulations andother legal uncertainties may adversely affect our business, financial performance, results of operations or business growth.

Our business and financial performance couldbe adversely affected by unfavorable changes in or interpretations of existing laws, rulesand regulations or the promulgation ofnew laws, rulesand regulations applicable to us and our businesses, including those relating to the internet and ecommerce, suchas geo-blocking and other geographically based restrictions, internet advertising and price display, economic and trade sanctions, coordinationwith suppliers and financial transactions. As a result, regulatory authorities could prevent or temporarily suspend us from carryingon some or all of our activities or otherwise penalize us if our practices were found not to comply with applicable regulatory requirementsor any binding interpretation of such requirements. Unfavorable changes or interpretations could decrease demand for our services, limitmarketing methods and capabilities, affect our margins, increase costs or subject us to additional liabilities.

For example, the European Commission adopteddistribution rules(known as the new Vertical Block Exemption and Vertical Guidelines), which came into force on 1 June2022,which explicitly address the growth of e-commerce and the evolution of the online platform economy, which may adversely affect our relationshipswith brand partners. In addition, the U.S., the U.K., the European Union and other foreign regulatory authorities continue to enforceeconomic and trade regulations and anti-corruption laws, across industries. U.S. trade sanctions relate to transactions with designatedforeign countries and territories, including Belarus, Cuba,Iran, North Korea, the Russian Federation, Syria, and the Crimea regionof Ukraine and the occupied portions of the Donetsk and Luhansk regions of Ukraine as well as specifically targeted individuals and entitiesthat are identified on U.S. and other blacklists, including especially numerous entities in Belarus, the Russian Federal and the People’sRepublic of China, and entities owned by, or acting on behalf of, any of those sanctioned individuals or entities. In addition, the U.S.trade regulations prohibit the importation of products manufactured in whole or in part by entities in the Xinjiang Uyghur AutonomousRegion (“XUAR”) of China.

Anti-corruption laws, including FCPA (U.S. ForeignCorrupt Practices Act of 1977) and the U.K. Bribery Act, generally prohibit direct or indirect corrupt payments to government officialsand, under certain laws, private persons to obtain or retain business or an improper business advantage.

Although we have policies and procedures in placedesigned to promote compliance with such laws and regulations, which we review and update as we expand our operations, our employees,partners, or agents could take actions in contravention of our policies and procedures or violate applicable laws or regulations, forexample, by unknowingly shipping merchandise to customers who are themselves or are family members of specifically targeted individualssubject to economic sanctions. As regulations continue to develop and regulatory oversight continues to focus on these areas, we cannotguarantee that our policies and procedures will ensure compliance at all times with all applicable laws or regulations. In the eventour controls should fail or we are found to be not in compliance for other reasons, we could be subject to monetary damages, civil andcriminal monetary penalties, withdrawal of business licenses or permits, a prohibition on our ability to supply certain Chinese-madeor sourced products to customers in the U.S., litigation, and damage to our reputation and the value of our brand.

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Compliance with current and future lawsand regulations and our contractual obligations relating to privacy, data protection and customer protection increases our operatingcosts. Failure to comply with such laws or regulations could adversely affect our business, financial condition and results of operations.

We collect and maintain significant amounts ofdata relating to our customers, employees and others. We use this information for a variety of business purposes, including to provideservices and relevant products to consumers, to support, expand and improve our business, and for marketing and advertising efforts.We store, handle, and process personal data on our own information systems, as well as through arrangements with third-parties and serviceproviders. A variety of European and other region’s and countries’ laws and regulations, and certain industry standards,govern or apply to our collection, use, retention, sharing and security of personal data. We are subject to certain laws, regulations,contractual obligations and industry standards (including, for example, the PCI-DSS, the GDPR and the German Federal Data ProtectionAct) relating to privacy, data protection and localization, information security and customer protection. These requirements increaseour operating costs and may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflictwith other rulesor our practices. As a result, our practices may not have complied or may not comply in the future with all suchlaws, regulations, requirements and obligations. Existing and future laws and regulations, or the enforcement of such laws and regulations,including with regard to data localization requirements and restrictions on data sharing and cross-border data transfers, could impedethe growth of e-commerce or online marketplaces and negatively impact our business and operations. Any failure, or perceived failure,by us to comply with our privacy policies or with any Dutch, German, European, or other regions’ or countries’ laws, regulations,industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject orother legal or contractual obligations relating to privacy, data protection and localization, information security or customer protectioncould adversely affect our reputation, brand and business, and may result in claims, proceedings or actions against us by governmentalentities or others or other liabilities or require us to change our operations and/or cease or modify our use of certain data sets. Anysuch claim, proceeding or action could hurt our reputation, brand and business, force us to incur significant expenses in defense ofsuch proceedings, distract our senior management, increase our costs of doing business, result in a loss of customers and suppliers oran inability to process credit card payments and may result in the imposition of monetary penalties.

In Europe, where we have significant businessoperations, the data privacy and information security regime has been through a significant change and continues to evolve. The collectionand processing of personal data is subject to increasing regulatory scrutiny in the European Union and the United Kingdom. The GDPR andthe UK data protection regime (“UK GDPR”) have stringent operational requirements for companies, including retailers, regardinginformation practices, such as expanded disclosures to consumers about how we collect and process their personal data, increased controlson profiling consumers and increased rights for consumers to access, control and delete their personal data. Recent case law has alsoincreased requirements in relation to international transfers of personal data. In addition, there are mandatory data breach notificationrequirements and significantly increased penalties for non-compliance with each regime. We have been required to comply with GDPR andthe UK GDPR since January1, 2021. Each regime has the ability to fine us up to the greater of €20million (£17.5million) or 4% of global turnover for non-compliance.

In recent years, U.S. and EU lawmakers and regulatorshave expressed concern over the use of third-party cookies and similar technologies for online behavioral advertising, and enacted andenforced with increasing efforts laws and regulations significantly restricting companies' ability to engage in online behavioral advertisingwithout burdensome and costly compliance measures. In the European Union, regulators are increasingly focusing on compliance with requirementsin the online behavioral advertising ecosystem, and current national laws that implement the existing ePrivacy Directive are expectedto be supplemented or replaced by an EU regulation known as the ePrivacy Regulation which may increase fines for non-compliance, whichare already now significant. In the European Economic Area (EEA) and United Kingdom, informed consent is required for the placement ofa cookie on a user’s device, unless such cookie is strictly necessary to provide explicitly requested services. Consent is alreadyrequired for many forms of direct electronic marketing. The GDPR and UK GDPR impose conditions on obtaining valid consent, such as, accordingto authorities and courts, a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each typeof cookie or similar technology. While the ePrivacy Regulation is still under development, recent European court decisions and regulators’recent guidance are driving increased attention to cookies and tracking technologies. Changes to how we use cookies and related technologycould lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert theattention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulationof cookies and similar technologies may lead to broader restrictions on our marketing and personalization activities and may negativelyimpact our efforts to understand users’ online shopping and other relevant online behaviors, as well as the effectiveness of ourmarketing and our business generally. The advertising technology ecosystem may not be able to adapt to the legal changes around the useof tracking technologies, which may have a negative effect on businesses, including ours, that collect and use online user informationfor consumer acquisition and marketing. Any decline of cookies or other online tracking technologies as a means to identify and targetpotential purchasers may increase the cost of operating our business and lead to a decline in revenues. In addition, uncertainties aboutthe legality of cookies and other tracking technologies may lead to regulatory scrutiny and increase potential civil liability underdata protection or consumer protection laws. In response to marketplace concerns about the use of third-party cookies and web beaconsto track user behaviors, providers of major browsers have included features that allow users to limit the collection of certain datagenerally or from specified websites, and the draft ePrivacy Regulation also advocates the development of browsers that block cookiesby default. These developments and other privacy-oriented software changes by operating systems or other third-parties, such as Google’sand Apple’s app tracking transparency features, have impaired our ability to collect user information, including personal dataand usage information, that helps us provide more targeted advertising to our current and prospective consumers, and could adverselyaffect our business, in light of our use of cookies and similar technologies to target our marketing and personalize the customer experience.

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In the United States, which is also a significantmarket for our goods and services, federal and state governments have adopted and are considering, laws, guidelines or rulesforthe collection, distribution, use and storage of information collected from or about consumers or their devices. For example, Californiahas enacted the California Consumer Privacy Act (“CCPA”) which went into effect on January1, 2020. The law imposesnew requirements on companies doing business in California and meeting other size or scale criteria for collecting or using informationcollected from or about California residents, affords California residentsthe abilityto opt out of certain disclosures ofpersonal information, and grants rights to access or request deletion of personal information. The CCPA implementing regulations arebeing supplemented by the California Privacy Protection Agency, which was established in 2021 to enact the California Privacy RightsAct (“CPRA”). The CPRA imposes additional data protection obligations on companies doing business in California, includingadditional consumer rights processes and opt-outs for certain uses of sensitive data and sharing of personal data for cross-context behavioraladvertising. CPRA was signed into law on December16, 2020 with most provisions haven’t come into effect by January2023.The CCPA, as amended by the CPRA, and similar laws passed by other U.S. states, including Nevada, Virginia, Colorado, Utah and Connecticutcould have an adverse effect on our business, results of operations, and financial condition.

The effects of the CCPA and similar state lawsare potentially significant and may require us to modify our data collection or processing practices and policies, may incur substantialcosts and expenses in an effort to comply and increase our potential exposure to regulatory enforcement or litigation. Similar laws havebeen proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States.The enactment of such laws could have potentially conflicting requirements that could make compliance with such laws challenging.

The People’s Republic of China (the “PRC”)have enacted numerous laws, regulations and guidelines concerning data security (collectively “Data Security Law”) to regulatedata activities, safeguard data security, promote data development and usage, protect individuals and entities’ legitimate rightsand interests, and safeguard state sovereignty, state security and development interests. The Data Security Law applies to a broad rangeof activities that involve “data” (not only personal or sensitive data).

The evolving data security landscape and potentialfor heightened government enforcement actions could lead to compliance risks and increased costs in our operations in the PRC. Failureto comply with such requirements may adversely affect our business and operations in the PRC region.

In addition to the privacy, data protection anddata security laws discussed above, many other countries and jurisdictions continue to pass laws related to data protection, such asdata privacy and data breach notification laws, resulting in a diverse set of requirements across states, countries and regions. Thecomplexity of navigating these varying data protection laws is particularly acute for our business due to our global reach. In addition,the legal landscape relating to the transfer of personal data continues to evolve and remains uncertain in many jurisdictions. Many dataprotection regimes apply based on where the consumer is located, and as we expand and new laws are enacted or existing laws change, wemay be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, including thosein the areas of data security, data privacy and regulation of email providers and those that require localization of certain data (suchas in Russia, the PRC and Indonesia), which could require us to incur additional costs and restrict our business operations.

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Failures or perceived failures by us to complywith rapidly evolving privacy or security laws, policies (including our own stated privacy policies), legal obligations or industry standardsor any security incident that results in the unauthorized release or transfer of personally identifiable information or other personalor consumer data may result in governmental enforcement actions, litigation (including consumer class actions), fines and penalties oradverse publicity and could cause our consumers to lose trust in us, which could have a material adverse effect on our business, resultsof operations, financial condition and prospects.

Our failure to invest in and adapt to technologicaldevelopments and industry trends could harm our business.

We have identified the need to expand, scaleand improve our information technology systems and personnel to support recent and expected future growth. In this regard, we are investingin and establishing a modular e-commerce platform to enhance our online customer experience and to allow us to react faster and independentlyacross our front- and back-ends. To minimize the risk of disruption during this upgrade, we instituted a modular approach that allowsus to migrate one capability at a time. We also continuously invest in and implement, significant modifications and upgrades to our informationtechnology systems and procedures, including replacing legacy systems with successor systems, making changes to legacy systems or acquiringnew systems with new functionality, hiring employees with information technology expertise and building new policies, procedures, trainingprograms and monitoring tools. In the future, these may include new software applications or related services based on artificial intelligenceor machine learning. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighsthe costs of implementation, or at all. These new technologies, including artificial intelligence technologies, may also generate outputthat is misleading, insecure, inaccurate, harmful, or otherwise flawed, which may harm our reputation, business, or customers, or exposeus to legal liability. We may be exposed to competitive risks related to the adoption and application of new technologies by establishedmarket participants or new entrants, start-up companies and others. Additionally, difficulties with implementing new technology systems,delays in our timeline for planned improvements, significant system failures, or our inability to successfully modify our informationsystems to respond to changes in our business needs may cause disruptions in our business operations and have a material adverse effecton our business, financial condition and results of operations. New technologies, including those based on artificial intelligence, canprovide more immediate information technology and data management solutions and responses than traditional tools. Over time, the accuracyof these tools and their ability to handle complex tasks will improve, which may be disruptive to businesses, such as ours. Furthermore,the use of artificial intelligence may involve the processing of personal data and may be subject to laws, policies, legal obligations,and codes of conduct related to privacy and data protection. While there is current uncertainty about the extent to which privacy anddata protection laws apply to artificial intelligence technologies, any delay in addressing privacy or data protection concerns relatingto new technologies may result in liability or regulatory investigations and fines, as well as damage to our sales and reputation. Inaddition, we may rely on third-party service providers and sub-processors with limited artificial intelligence-related privacy and dataprotection practices. As such, any improper processing of personal data by these service providers and sub-processors could harm ourreputation, business, or customers, or expose us to legal liability.

Some of our software and systems containopen source software, which may pose particular risks to our proprietary applications.

We use open source software in the applicationswe have developed to operate our business and will continue to use open source software in the future. We may face claims from thirdparties demanding the release or license of the open source software or derivative works that we developed from such software (whichcould include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. These claimscould result in litigation and could require us to purchase a costly license, publicly release the affected portions of our source code,or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. In addition, our use of opensource software may present additional security risks because the source code for open source software is publicly available, which maymake it easier for hackers and other third parties to determine how to breach our sites and systems that rely on open source software.Any of these risks could be difficult to eliminate or manage and, if not addressed, could have an adverse effect on our business andresults of operations.

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Our software is highly complex and maycontain undetected errors.

The software underlying our sites is highly complexand may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. In the future,we expect to rely heavily on a software engineering practice known as “continuous deployment,” meaning that we will typicallyrelease software code multiple times per day. This practice may result in the more frequent introduction of errors or vulnerabilitiesinto the software underlying our sites. Any errors or vulnerabilities discovered in our code after release could result in damage toour reputation, loss of customers, disruption to our operations, decline of net sales or liability for damages, any of which could adverselyaffect our business, financial conditions, result of operations and prospects.

Any failure to enforce our intellectualproperty rights could adversely affect our business or results of operations.

We rely on trademark, copyright, trade secrets,confidentiality agreements and other practices to protect our proprietary information, technologies and processes. Our principal trademarkassets include the registered trademark “MYTHERESA” in addition to our logo. Our trademarks are valuable assets that supportour brand and customers’ perception of our services and merchandise. We also hold the rights to the “mytheresa.com”internet domain name and various other related domain names, which are subject to internet regulatory bodies and trademark and otherrelated laws of each applicable jurisdiction. For example, we are required to register our trademark in China and have been subject totrademark infringement claims in China. Although we believe that these and similar claims are without merit, they may result in additionalcosts. As a result of the international nature of our business, we may be required to register our trademarks in the countries in whichwe operate or conduct business.

We currently have no registered copyrights, applicationsfor copyright registrations, patents issued or applications pending in any jurisdiction. Any registered copyrights or patents that maybe issued in the future may not provide us with any competitive advantages or may be challenged by third parties, and future registeredcopyrights or patent applications may never be granted. Even if issued, there can be no assurance that registered copyrights or patentswill adequately protect our intellectual property or survive a legal challenge, as the legal standards relating to the validity, enforceabilityand scope of protection of registered copyright, patent and other intellectual property rights are uncertain. Our limited registeredcopyright and patent protection may restrict our ability to protect our technologies and processes from competition.

We may be required to spend significant resourcesto monitor and protect our intellectual property rights, and the efforts we take to protect our proprietary rights may not be sufficient.

We may be accused of infringing intellectualproperty or other proprietary rights of third parties.

We are also at risk of claims by others thatwe have infringed their copyrights, trademarks or patents, or improperly used or disclosed their trade secrets, or otherwise infringedor violated their proprietary rights, such as the right of publicity. The costs of supporting any litigation or disputes related to theseclaims can be considerable, and we cannot assure you that we will achieve a favorable outcome of any such claim. If any such claim isvalid, we may be compelled to cease our use of such intellectual property or other proprietary rights and pay damages, which could adverselyaffect our business. Even if such claims were not valid, defending them could be expensive and distracting, adversely affecting our resultsof operations. In addition, certain merchandise we purchase from brand partners has in the past been, and may in the future be, allegedto have infringed a third-party’s intellectual property rights. Although the respective brand partner typically address all claimsrelating to such infringement, but our business or results of operations could be adversely affected as a result of such claims.

As an online luxury retailer, our successdepends on the accuracy of our authentication process, particularly with respect to returned merchandise, and any failure by us to identifycounterfeit goods could adversely affect our reputation, customer acceptance and relationships with brand partners.

Our success as an online luxury retailer dependson our ability to accurately and cost-effectively determine whether an item offered for sale or submitted for a return is an authenticproduct. While we have invested heavily in our authentication processes and we reject any merchandise we believe to be counterfeit, wecannot be certain that we will identify every counterfeit item delivered or returned to us. As the sophistication of counterfeiters increases,it may be increasingly difficult to identify counterfeit products. The sale or return of any counterfeit goods may damage our reputationas a trusted online luxury retailer, which may adversely affect our reputation, customer acceptance and relationships with brand partners.

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The inability to acquire, use or maintainour trademarks and domain names for our sites could substantially harm our business, financial condition and results of operations.

We currently are the registrant of marks forour brand in numerous jurisdictions and are the registrant of the internet domain name for our sites, as well as various related domainnames. However, we have not registered our marks or domain names in all major international jurisdictions. Domain names generally areregulated by internet regulatory bodies. As our business grows we may incur material costs in connection with the registration, maintenance,and protection of our marks. If we do not have or cannot obtain on reasonable terms the ability to use our marks in a particular country,or to use or register our domain name in a particular country, we could be forced either to incur significant additional expenses tomarket our offerings within that country, including the development of a new brand and the creation of new promotional materials andpackaging, or to elect not to sell products in that country. Either result could adversely affect our business, financial condition andresults of operations.

Furthermore, the regulations governing domainnames and laws protecting marks and similar proprietary rights could change in ways that block or interfere with our ability to use relevantdomains or our current brand. Also, we might not be able to prevent third parties from registering, using or retaining domain names thatinterfere with our customer communications or infringe or otherwise decrease the value of our marks, domain names and other proprietaryrights. Regulatory bodies also may establish additional generic or country-code top-level domains or may allow modifications of the requirementsfor registering, holding or using domain names. As a result, we might not be able to register, use or maintain the domain names thatuse the name Mytheresa in all of the countries and territories in which we currently or intend to conduct business.

The loss of senior management or attritionamong our buyers or key employees could adversely affect our business.

Our success in the global luxury fashion industry,including our ability to anticipate and effectively respond to changing fashion trends, is dependent on our ability to attract and retainqualified personnel, including, but not limited to, our executive team, particularly our chief executive officer, chief commercial officerand chief financial officer, specialized information technology personnel, our buyers and members of our merchandising customer experience,marketing and creative and content production teams as well as our customer care, processing and personal shopper teams. Competitionfor qualified personnel is strong, and we cannot be sure that we will be able to attract and retain a sufficient number of qualifiedpersonnel in the future, or that the compensation costs of doing so will not adversely affect our results of operations. If we are unableto retain, attract and motivate talented employees with the appropriate skills, particularly specialists in information technology, atcost-effective compensation levels, or if changes to our business adversely affect morale or retention, our ability to benefit from long-standingrelationships with qualified brand partners or to provide relationship-based customer service could suffer.

In addition, the loss of one or more of our qualifiedpersonnel or the inability to promptly identify a suitable successor to a key role or the loss of any of our technicians could have anadverse effect on our business. For example, our chief executive officer and chief financial officer have unique and valuable experiencesleading our company. Our managing director contracts provide for only a six-month notice period, which may be an insufficient amountof time to identify and recruit a qualified replacement. In addition, certain roles within our fashion buying team are freelance contractorsunder individual consulting agreements with a limited term. If any of these employees or contractors were to depart or otherwise reducetheir focus on our company, our business may be disrupted. We do not currently maintain key-person life insurance policies on any memberof our senior management team or other key employees.

If we fail to effectively manage our employeesand hiring needs in connection with our growth, our business, financial condition and results of operations could be harmed.

We have grown rapidly, with our net sales increasingfrom €766.0million in fiscal 2023 to €840.9 million in fiscal 2024.

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To effectively manage our growth, we must continueto implement our operational plans and strategies, improve and expand our infrastructure of people and sales information systems andexpand, train and manage our employee base. Since our inception, we have rapidly increased our employee headcount to support the growthof our business. As of June30, 2024, we had a total of 1,817 employees, an increase from 1,432 FTEs as of June30, 2023, andwe have expanded across all areas of our business. To support continued growth, we must effectively integrate, develop and motivate alarge number of new employees while maintaining our corporate culture. We face significant competition for personnel, particularly inMunich, where our principal offices and fulfillment center and the majority of our employees are located. To attract top talent, we havehad to offer, and expect to continue to offer, competitive compensation and benefits packages before we can validate the productivityof new employees. We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talentedemployees. The risks associated with a rapidly growing workforce will be particularly acute if we choose to expand into new merchandisecategories and internationally. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail toeffectively manage our hiring needs or successfully integrate new hires or retain key employees, our efficiency, our ability to meetforecasts and our employee morale, productivity and retention could suffer, which may adversely affect our business, financial condition,results of operations and prospects.

Increases in labor costs, including wages,or other developments in labor and employment law, including any unionizing efforts by employees, could adversely affect our business,financial condition and results of operations.

Labor is a significant portion of our cost structureand is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collectivebargaining arrangements, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplaceregulation. A significant portion of our workforce is in Germany. From time to time, legislative proposals are made to increase the minimumwage in the Federal Republic of Germany and to reform entitlement programs, such as health insurance and paid leave programs. As minimumwage rates increase or related laws and regulations change, we may need to increase not only the wage rates of our minimum wage employees,but also the wages paid to our other hourly or salaried employees. The minimum wage is set nationwide every twoyears for the followingtwoyears. Since its last increase effective as from January1, 2024 the minimum wage is currently €12.41 per hour. TheMinimum Wage Commission’s recommendation is subject to Government approval. Several German political parties are calling for asignificant increase. Any increase in the cost of our labor could have an adverse effect on our business, financial condition and resultsof operations or if we fail to pay such higher wages we could suffer increased employee turnover. Increases in labor costs could forceus to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from offsetting increasedlabor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financialcondition and results of operations. In particular, the job market in Munich, Germany, where our principal offices and fulfillment centeras well as the majority of our employees are located, is very competitive.

We also face the risk that the European Unionor the German legislature could approve legislation or regulations and respond to rulings of higher courts that significantly affectour businesses and our relationship with our employees. None of our employees are currently covered by a collective bargaining agreement,but any attempt by our employees to organize a labor union could result in increased legal and other associated costs. If we enter intoa collective bargaining agreement with our employees, the terms could adversely affect our costs, efficiency and ability to generateacceptable returns on the affected operations.

Adverse litigation judgments or settlementsresulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate ourbusiness.

We have in the past and may in the future becomeinvolved in private actions, collective actions, investigations and various other legal proceedings by customers, employees, brand partners,third-party suppliers, competitors, government agencies or others. Examples of such claims include product defect and qualify claims,deceptive trade practices claims, such as the posting of strike-through prices for merchandise, employment-related claims and other claimsrelated to our business practices. The results of any such litigation, investigations and other legal proceedings are inherently unpredictableand expensive. Any claims against us, whether meritorious or not, could be time-consuming, result in costly litigation, damage our reputation,require significant amounts of management time and divert significant resources. If any of these legal proceedings were to be determinedadversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our abilityto operate our business, which could have an adverse effect on our business, financial condition and results of operations.

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Our reliance on brand partners locatedin jurisdictions presenting an increased risk of bribery and corruption, exposes us to legal, reputational, and supply chain risk throughthe potential for violations of federal and international anti-corruption law.

We are subject to certain provisions of the U.S.Foreign Corrupt Practices Act of 1977 (“FCPA”). The FCPA prohibits providing, offering, promising, or authorizing, directlyor indirectly, anything of value to government officials, political parties, or political candidates for the purposes of obtaining orretaining business or securing any improper business advantage. We conduct business in, or may expand our business to, certain countrieswhere there is a high risk of corruption and extortion and in some cases, where corruption and extortion are considered to be widespreadand where our companies may have to obtain approvals, licenses, permits, or other regulatory approvals from public officials. Therefore,we are exposed to the risk that our employees, consultants, agents, or other third parties working on our behalf, could make, offer,promise or authorize payments or other benefits in violation of anti-corruption laws and regulations, especially in response to demandsor attempts at extortion. If we or our brand partners were determined to have violated the FCPA, the U.K. Bribery Act of 2010, or anyof the anti-corruption and anti-bribery laws in the countries and territories where we and our brand partners do business, we could suffersevere fines and penalties, profit disgorgement, injunctions on future conduct, securities litigation, bans on transacting certain business,and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition,the costs we may incur in defending against any anti-corruption investigations stemming from our or our brand partners’ actionscould be significant. Moreover, any actual or alleged corruption in our supply chain could carry significant reputational harms, includingnegative publicity, loss of goodwill, and decline in share price.

Any actual or perceived violation or breach ofthese anti-corruption laws and regulations, including any potential governmental or internal investigations of perceived or actual misconduct,could affect our overall reputation and, depending on the case, expose us to administrative or judicial proceedings, which could resultin criminal and civil judgments, including fines and monetary penalties, a possible prohibition on maintaining business relationshipswith brand partners or customers in certain countries, and other negative consequences which could have a material adverse effect onour business, financial condition, results of operations and prospects.

We are subject to customs and internationaltrade laws that could require us to modify our current business practices and incur increased costs or could result in a delay in gettingproducts through customs and port operations, which may limit our growth and cause us to suffer reputational damage.

Our business is conducted worldwide, with goodsimported from and exported to a substantial number of countries. A significant portion of the products we sell are shipped internationally.We are subject to numerous regulations, including customs and international trade laws that govern the importation and sale of luxurygoods. Therefore, we are exposed to the risk that we are in non-compliance with some of these regulations and laws (the non-complianceof which could result in administrative proceedings initiated by competent authorities against us). Further, these regulations and lawsmay change unpredictably, and have done so recently in view of the global pandemic, economic pressures and potential trade wars. Forexample, the United Kingdom’s exit from the European Union has resulted in, and may result in additional, restrictions, regulationsor other non-tariff barriers to trade as a result, in part, of a divergence in the UK and the EU’s respective regulatory regimes,in each case concerning our cross-border operations between the United Kingdom and European Union. In addition, any imposition of tariffsby the United States or European Union could result in the adoption of tariffs or trade restrictions by other countries, which couldaffect the movement of our goods, or potentially lead to a global trade war. Our failure to comply with import or export rulesandrestrictions or to properly classify items under tariff regulations and pay the appropriate duties could expose us to fines and penalties.If these laws or regulations were to change or were violated by our management, employees, or our luxury sellers, we could experiencedelays in the shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for ourservices and negatively impact our results of operations.

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Additionally, U.S. and global markets are experiencingvolatility and disruption following the escalation of geopolitical tensions and the ongoing crisis related to Russia’s war in Ukraineand the recent war between Hamas and Israel. The ongoing crisis related to Russia’s war in Ukraine has resulted in the applicationof enhanced sanctions against Russia by a number of jurisdictions, including the United States, United Kingdom, and European Union, andvice versa. These measures, and any additional measures that may be imposed should Russia’s war against Ukraine continue, haveand may continue to have material impact on our ability to operate in the ordinary course of business with customers in Russia. Our salesin Russia used to be relatively immaterial. The recent war between Israel and Hamas may also disrupt or otherwise negatively impact manufacturing,delivery and supply chains at a global scale and may also have a material impact on business relationships with customers and investorsin the region. We cannot yet foresee the full extent of the impact that these wars and the sanctions imposed as a result thereof, aswell as any future sanctions that may be imposed in connection with these wars, will have on our business and operations. Such impactwill depend on future developments of the wars, which are highly uncertain and unpredictable.

Legal requirements are frequently changed andsubject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effects on ouroperations. We may be required to make significant expenditures or modify our business practices to comply with existing or future lawsand regulations, which may increase our costs and materially limit our ability to operate our business.

Our business depends on our ability to sourceand distribute products in a timely manner. As a result, we rely on the free flow of goods through open and operational ports worldwide.Labor disputes or other disruptions at ports create significant risks for our business, particularly if work slowdowns, lockouts, strikesor other disruptions occur. Any of these factors could result in reduced sales or canceled orders, which may limit our growth and damageour reputation and may have a material adverse effect on our business, results of operations, financial condition and prospects.

The imposition or increase of tariffs,the imposition of international trade regulations, and the current uncertainty regarding international economic relations could havean adverse effect on our business and results of operations.

The acquisition, delivery, import and exportof our products are subject to various countries' export control laws and regulations, financial sanctions, import regulations, customsduties and tariffs, and trade protection measures, which we refer to as “international trade regulations”. Those internationaltrade regulations have a significant impact on the costs to us and to our customers of our products. Changes to those international traderegulations may have a further material impact on the cost of our products, and. as such, they may affect the competitiveness of ourproducts in various markets. Other changes to the international trade regulations could affect our ability to acquire products from specificsources or suppliers and/or our ability to deliver our products to customers in specific countries.

The failure to comply with those internationaltrade regulations that are, or may be, applicable to our products may expose our company to adverse consequences, including: (i)theimposition of fines and penalties; (ii)the imposition of government orders restricting our ability to export our products to, orimport our products into, specified countries; (iii)delay or impair our ability to ship and deliver our products to our customers;and/or (iv)damage to our reputation as a compliant company and a reliable supplier of our products.

Many of our products are manufactured in thePeople's Republic of China. Commencing in 2018, as part of a series of trade-related disputes between the governments of the United Statesand the People's Republic of China, the United States Government imposed punitive customs duties on Chinese merchandise imported intothe United States, under section 301 of the U.S. Trade Act of 1974. Those "section 301" duties on Chinese origin goods rangefrom 7.5 percent to 25 percent, and apply directly to products that we procure from Chinese suppliers for importation into the UnitedStates. The section 301 duties are currently under review by the United States Government, and the consequences of that review are uncertain.If the section 301 duties are maintained in effect, they will likely continue to have a negative impact on the competitiveness of ourproducts in the United States, and on our overall financial results.

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Section307 of the United States TariffAct prohibits the importation into the United States of products manufactured abroad in whole or in part with forced labor. On June21,2022, the Uyghur Forced Labor Prevention Act (the "UFLPA") went into effect in the United States. The UFLPA establishes a presumptionthat any product that is produced or manufactured in the XUAR, or that is produced or manufactured by an entity that is working withthe XUAR regional government forced labor programs, is the product of forced labor and is therefore ineligible for importation into theUnited States. Textiles and apparel, particularly cotton apparel, are a particular focus of the UFLPA enforcement effort, and the regulationscan be, in certain situations, unclear, leaving a great deal of discretion in the hands of customs inspectors. If any of the productsthat we supply to our customers in the United States are suspected of being subject to the forced labor restrictions of the UFLPA, wemay experience delays in importing products into the United States or seizure of our goods, which would likely lead to customer dissatisfactionas orders are delayed or cancelled. Moreover, any shipment of products to the United States which are ultimately determined to be subjectto the UFLPA may expose us to fines and penalties under the United States Customs& Border Protection regulations.

The UFLPA is a United States law. Other countries,however, may in the future enact similar laws banning the importation of products from the XUAR or otherwise determined to be producedin whole or in part with forced labor. To the extent that any entity in the supply chain for our products (of any tier, including rawmaterials suppliers) is determined to be using forced labor, that determination could have a significant impact on our ability to supplyour products to customers in other markets.

In response to the Russian war in Ukraine, variouscountries, including the United States, Canada, the United Kingdom, the European Union member states, and other countries have imposeda series of enhanced export control restrictions and financial sanctions on transactions with or in the Russian Federation and Belarus.In particular, the United States, the United Kingdom and the European Union have imposed export control restrictions or prohibitionson the export of luxury goods, including especially fashion apparel, to: (i)any person in the Russian Federation and Belarus; and(ii)certain specified Russian and Belarussian individuals (i.e., so-called "oligarchs" and "malign actors")wherever located. Those luxury goods export control restrictions, especially those adopted by the European Union, have the effect ofprohibiting the export of many of our products from the European Union to customers in Russia and Belarus.

The imposition of additional duties by the UnitedStates, and retaliatory actions taken by other countries, may result in a global trade war. Those tariff measures are one manifestationof global economic tensions, which could result in the imposition of various forms of taxation, tariff measures and customs duties onour products, which could then have a significant impact on our business, financial condition and results of operations. Other governmentalaction related to tariffs or international trade agreements may adversely impact demand for our products, our costs, customers, suppliersand global economic conditions and cause higher volatility in financial markets. The luxury industry has been impacted by ongoing uncertaintysurrounding tariffs and import duties, and international trade relations generally. While we actively review existing and proposed measuresto seek to assess the impact of them on our business, changes in tariff rates, import duties and other new or augmented trade restrictionscould have a number of negative impacts on our business, including higher consumer prices and reduced demand for our products and higherinput costs. The imposition or increase of tariffs might cause us to consider increasing prices to our end customers. However, this couldreduce the competitiveness of our merchandise and customers might refrain from purchasing products from us, and/or might switch to competitors,which could adversely affect net sales. If we fail to manage these dynamics successfully, gross margins and profitability could be adverselyaffected. As of the date of this report, tariffs have not had a significant impact on our business, but increased tariffs or trade restrictionsimplemented by the United States or other countries in connection with a global trade war could have a material adverse effect on ourbusiness, financial condition and results of operations.

Any failure by us or our brand partnersto comply with product safety, labor or other laws, or to provide safe conditions for our or their workers may damage our reputationand brand and harm our business.

The merchandise we sell to our customers is subjectto regulation by the Federal Customer Product Safety Commission, the Federal Trade Commission, the European Commission and similar nationaland international regulatory authorities. Products marketed in the European Union are subject to several European Union legislative actsregulating products such as the EU Regulation on requirements for accreditation and market surveillance relating to the marketing ofproducts ((EC) No 765/2008), the EU Directive on general product safety (2001/95/EC) and the EU Directive concerning liability for defectiveproducts (85/374/EEC). As a result, such merchandise could be subject to market surveillance and accreditation measures by European andnational authorities, as well as recalls and other remedial actions. Product safety, labeling and licensing concerns, including customerdisclosure and warning regarding chemical exposure, may require us to voluntarily remove selected merchandise from our inventory. Suchrecalls or voluntary removal of merchandise can result in, among other things, lost sales, diverted resources, potential harm to ourreputation and increased customer service costs and legal expenses, which could have a material adverse effect on our results of operations.

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We purchase our merchandise from numerous internationaland European brand partners. Failure of our brand partners to comply with applicable laws and regulations and contractual requirementscould lead to litigation against us, resulting in increased legal expenses and costs. In addition, the failure of any such brand partnersor their manufacturers to provide safe and humane factory conditions and oversight at their facilities could damage our reputation withcustomers or result in legal claims against us, any of which could have an adverse impact on our business, financial condition, resultsof operations and prospects.

We are required to collect sales and usetaxes in most U.S. states or be subject to other tax liabilities (including penalties and interest) that may increase the costs our customerswould have to pay and adversely affect our results of operations.

Although we believe that we currently collectsales taxes in all U.S. states that have adopted laws imposing sales tax collection obligations on out-of-state retailers, a new impositionor a successful assertion by one or more U.S. states requiring us to collect sales taxes where we presently do not do so, or to collectmore taxes in a jurisdiction in which we currently do collect some sales taxes, could result in substantial tax liabilities, includingtaxes on past sales, as well as penalties and interest. The imposition by U.S. state governments of sales tax collection obligationson out-of-state retailers in U.S. jurisdictions where we do not currently collect sales taxes, whether for prioryears or prospectively,could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligationson our competitors and decrease our future sales, which could have a material adverse impact on our business and results of operations.

We may experience fluctuations in our taxobligations and effective tax rate, which could adversely affect our results of operations.

As a global company, we are subject to taxationin certain other countries. Significant judgment is required to determine and estimate worldwide tax liabilities. Our future annual andquarterly effective tax rates could be affected by numerous factors, including changes in applicable tax laws, the amount and compositionof pre-tax income in countries with differing tax rates or valuation of our deferred tax assets and liabilities. This includes changesin applicable tax laws in the jurisdictions in which we (or our subsidiaries) are organized or operate, as well as certain proposalsagreed to by 140 countries, including Germany and the Netherlands. These proposals include the Pillar I proposal to allocate certainamounts of taxable income to market jurisdictions for large profitable groups and the Pillar II proposal to introduce mechanisms to ensureall profits are subject to a global minimum tax. For example, European Union Member States unanimously adopted the EU Pillar II Directivein December2023, requiring all EU Member States to implement these Pillar II rules. It is also possible that a unified approachwill not be agreed upon while a significant number of countries enact new unilateral tax measures without mechanisms to avoid doubletaxation. Any of these potential developments could have a material adverse effect on our financial condition and results of operations.In addition, there are, and will likely continue to be, an increasing number of tax laws and regulations pertaining to the internet andonline commerce (including but not limited to sales, VAT and other taxes) that could have a material impact on our financial conditionand results of operations.

Our actual effective tax rate may vary from ourexpectation and that variance may be material. A number of factors may increase our future effective tax rates, including:

·the jurisdictions in which profits are determined to be earned and taxed;
·the resolution of issues arising from any future tax audits with various tax authorities;
·changes in the valuation of our deferred tax assets and liabilities;
·increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;
·changes in the taxation of share-based compensation;
·changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and
·changes to the transfer pricing policies related to our structure.

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From time to time we initiate amendments to previouslyfiled tax returns. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these amendments and auditsconducted by tax authorities to determine the adequacy of our provision for income taxes, which requires estimates and judgments. Althoughwe believe our tax estimates are reasonable, we cannot assure you that the tax authorities will agree with such estimates. We may haveto engage in litigation to achieve the results reflected in the estimates, which may be time-consuming and expensive. We cannot assureyou that we will be successful or that any final determination will not be materially different from the treatment reflected in our historicalincome tax liabilities and accruals, which could materially and adversely affect our financial condition and results of operations.

Our tax burden could increase due to changesin tax laws, tax rates, tax practice, tax treaties, or tax regulations, their application or interpretation, or as a result of futuretax audits.

The tax treatment of us and our subsidiariesdepends in some instances on determinations of fact and interpretations of complex provisions of applicable tax law, including thoserelated to transfer pricing, for which no clear precedent or authority may be available. Relevant tax rulesare consistently underreview by persons involved in the legislative process and taxing authorities, which may result in revised interpretations of establishedconcepts, statutory changes, new reporting obligations, revisions to regulations and other modifications and interpretations. The presenttax treatment of us and our subsidiaries may be modified by administrative, legislative or judicial interpretation at any time, and anysuch action may apply on a retroactive or retrospective basis. Changes to applicable tax laws and interpretations thereof could resultin a higher taxable income and a higher tax burden for the Company and its operating subsidiaries and could affect or cause us to changethe structure of our business and operations or change the character or treatment of portions of our income, among other results.

The original treatment of a tax-relevant matterin a tax return, tax assessment or otherwise could later be found incorrect and as a result, we may be subject to additional taxes, interest,penalty payments and/or social security payments. Such reassessment may be due to an interpretation or view of laws and/or facts by taxauthorities, including those related to transfer pricing, in a manner that deviates from our view and may emerge as a result of tax auditsor other review actions by the relevant financial or tax authorities. For example, certain predecessors in interest were incorporatedin Luxembourg, and the Luxembourg tax authorities may disagree with tax positions taken by those entities, including with regards tothe transactions pursuant to which MYT Netherlands obtained ownership of MGG. Our subsidiaries and we are subject to tax audits by therespective tax authorities on a regular basis. As a result of future tax audits or other reviews by the tax authorities, additional taxescould be imposed on us and our subsidiaries exceeding the provisions reflected in our financial statements. This could lead to an increasein our tax obligations, either as a result of the relevant tax payment being assessed directly against us or as a result of us becomingliable for the relevant tax as a secondary obligor due to the primary obligor’s failure to pay. We could in the future have considerabletax loss carryforwards, or other tax carryforwards, including as pertaining to interest or expense deductions. The utilization of thesetax carryforwards may be restricted under applicable tax laws, for instance, if they cannot be carried forward indefinitely or if theyforfeit upon occurrence of certain events (e.g., a direct or indirect transfer of shares or a change of control). In addition, any suchrestriction may require a write-down of the deferred tax assets in our consolidated financial statements to the extent we have any futuretax loss carryforwards. This could negatively affect our financial position and results of operations. Furthermore, applicable tax lawsmay limit or restrict the ability to take current tax deductions for certain expenses.

Due to changes in tax laws, tax rates, tax practice,tax treaties, or tax regulations, we could be required to collect additional sales taxes or be subject to other tax liabilities. As aresult this may increase the costs our customers would have to pay for our offering or us reducing our margin we generate with our offerings,which would adversely affect our results of operations.

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We may require additional capital to supportbusiness growth, and this capital might not be available or may be available only by diluting existing shareholders.

We intend to continue making investments to supportour business growth and may require additional funds to support this growth and respond to business challenges, including the need todevelop our services, expand our inventory, enhance our operating infrastructure, expand the markets in which we operate and potentiallyacquire complementary businesses and technologies. Accordingly, we may seek to engage in equity or debt financings to secure additionalfunds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders couldsuffer significant dilution. In addition, any debt financing secured by us in the future could involve restrictive covenants relatingto our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additionalcapital and to pursue business opportunities.

We may not be able to obtain additional financingon terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when werequire it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited,and our business and prospects could be adversely affected.

Our management has determined that ourinternal control over financial reporting was not effective as of 30 June2024 due to a material weakness. If we are not successfulin remediating our internal control over financial reporting or our disclosure controls and procedures are not effective or if anothermaterial weakness arises in the future, we may not be able to accurately report our financial results, prevent fraud or file our periodicreports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a declinein the value of our securities.

As a publicly traded company, we are requiredto comply with the SEC’s rulesimplementing Sections302 and 404 of the Sarbanes-Oxley Act, which require that we maintaineffective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system andprocess evaluation, document our controls and perform testing of our key controls over financial reporting to allow management and, oncewe are no longer an “emerging growth company,” our independent registered public accounting firm to report on the effectivenessof our internal control over financial reporting, as required by Section404 of the Sarbanes-Oxley Act. Our management has determinedthat our internal control over financial reporting was not effective as of 30 June2024 due to a material weakness. See Item15.B - Management’s annual report on internal control over financial reporting. Our testing, or the subsequent testing by ourindependent registered public accounting firm in the future, may reveal additional deficiencies in our internal control over financialreporting that are deemed to be material weaknesses. If we are not able to comply with the requirements of Section404 in a timelymanner, or if we or our independent registered public accounting firm identify additional deficiencies in our internal control over financialreporting that are deemed to be material weaknesses, the value of our securities may likely decline, and we could be subject to lawsuits,sanctions or investigations by regulatory authorities, which would require additional financial and management resources.

We continue to invest in more robust technologyand in more resources in order to manage our reporting requirements. Implementing the appropriate changes to our internal controls maydistract our senior management and employees, result in substantial costs to implement new processes or modify our existing processesand require significant time to complete. Any difficulties or delays in implementing the system could impact our ability to timely reportour financial results. As a result, our investors could lose confidence in our reported consolidated financial information, and the valueof our securities could decline.

In addition, any such changes do not guaranteethat we will be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy could preventus from accurately reporting our financial results.

Operating as a publicly traded companyin the United States subjects us to additional rulesand regulations, requires us to incur substantial costs and requires substantialmanagement attention. In addition, our management team has limited experience managing a public company.

As a publicly traded company in the United States,we incur substantial legal, accounting, director and officer insurance and other expenses that we did not incur as a private company.For example, we will be subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-OxleyAct and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rulesand regulations of the SEC. The NYSE listingrequirements applicable to foreign private issuers and the Dutch regulations applicable to private companies with limited liability underthe laws of the Netherlands and the Dutch Corporate Governance Code, as well as other applicable securities rulesand regulations,also apply to us. As part of these requirements, we need to maintain effective disclosure and financial controls and continue to makechanges to our corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costsand will continue to make some activities more time consuming.

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Most of our management and other personnel havelittle experience managing a public company and preparing public filings. In addition, our management and other personnel have neededto divert attention from other business matters to devote substantial time to the reporting and other requirements of being a publiccompany. In particular, we have incurred and expect to continue to incur significant expense and devote substantial management effortto complying with the requirements of Section404 of the Sarbanes-Oxley Act. We have hired and expect to continue to hire additionalaccounting and financial staff with appropriate public company experience and technical accounting knowledge.

In addition, changing laws, regulations and standardsrelating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financialcompliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations,in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidanceis provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costsnecessitated by ongoing revisions to disclosure and governance practices. We expect to continue to invest resources to comply with evolvinglaws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’stime and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations andstandards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice,regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rulesand regulations may makeit more expensive for us to obtain director and officer liability insurance, and in the future, we may be required to accept reducedcoverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract andretain qualified members of our Supervisory Board, particularly to serve on our Audit Committee, Nominating, Governance and SustainabilityCommittee, and Compensation Committee, and qualified senior management.

By disclosing information in this report andin filings required of a public company, our business and financial condition will become more visible, which we believe may result inthreatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business couldbe seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolvethem could divert our management’s resources and seriously harm our business.

We qualify as a foreign private issuer and, as a result, weare not subject to U.S. proxy rulesand are subject to Exchange Act reporting obligations that, to some extent, are more lenientand less frequent than those of a U.S. domestic public company.

We report under the Securities Exchange Act of 1934, as amended (“ExchangeAct”) as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the ExchangeAct and although we are subject to the laws of the Netherlands and the Dutch Corporate Governance Code with regard to such matters andintend to furnish quarterly financial information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicableto U.S. domestic public companies, including, among others: (1)the sections of the Exchange Act regulating the solicitation ofproxies, consents or authorizations in respect of a security registered under the Exchange Act, (2)the sections of the ExchangeAct requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit fromtrades made in a short period of time, (3)the rulesunder the Exchange Act requiring the filing with the SEC of QuarterlyReports on Form10-Q containing unaudited financial and other specified information, although we intend to provide selected quarterlyinformation on Form6-K, and (4)the rulesunder the Exchange Act requiring filing with the SEC of Current Reports onForm8-K information upon the occurrence of specified events. In addition, foreign private issuers are required to file their annualreport on Form20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filersare required to file their Annual Report on Form10-K within seventy-five days after the end of each fiscal year and U.S. domesticissuers that are large accelerated filers are required to file their Annual Report on Form10-K within sixty days after the endof each fiscal year. As a result of all of the above, you may not have the same protections afforded to shareholders of a company thatis not a foreign private issuer.

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We may lose our foreign private issuer status in the future,which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore,we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act that are applicableto U.S. domestic public companies. The determination of foreign private issuer status is made annually on the last business day of anissuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to uson December31, 2024. In the future, we would lose our foreign private issuer status if (1)more than 50% of our outstandingvoting securities are owned by U.S. residents and (2)a majority of our Directors or executive officers are U.S. citizens or residents,or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuerstatus, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which aremore detailed and extensive than the forms available to a foreign private issuer. We would also have to mandatorily comply with U.S.federal proxy requirements, and our officers, Directors and principal shareholders would become subject to the short-swing profit disclosureand recovery provisions of Section16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certaincorporate governance requirements under the NYSE listing rules. As a U.S. listed public company that is not a foreign private issuer,we would incur significant additional legal, accounting, reporting and other expenses that we will not incur as a foreign private issuer.These expenses would relate to, among other things, the obligation to present our financial information in accordance with U.S. GAAPin the future.

Our credit facilities contain restrictivecovenants that may limit our operating flexibility.

Our credit facilities contain restrictive covenantsthat limit our ability to transfer or dispose of assets, merge with other companies or consummate certain changes of control, acquireother companies, incur additional indebtedness and liens and enter into new businesses. We therefore may not be able to engage in anyof the foregoing transactions unless we obtain the consent of the lender or terminate the credit facility, which may limit our operatingflexibility. There is no guarantee that we will be able to generate sufficient cash flow or sales to meet these financial covenants orpay the principal and interest on any debt under our facilities. Furthermore, there is no guarantee that future working capital, borrowingsor equity financing will be available to repay or refinance any such debt. Any inability to make scheduled payments or meet the financialcovenants on our credit facilities would adversely affect our business.

Changes in IFRS could have an adverse effecton our previously reported results of operations.

The standards comprising IFRS are subject torevision and interpretation by the IASB and by various bodies formed to promulgate and to interpret appropriate accounting principlesincluding the International Financial Reporting Interpretations Committee and the Standard Interpretations Committee. A change in thesestandards or interpretations could have a significant effect on our previously reported results of operations and could affect the reportingof transactions completed before the announcement of a change.

Additionally, our assumptions, estimates andjudgments related to complex accounting matters could significantly affect our financial results. IFRS and related accounting pronouncements,implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including, butnot limited to, revenue recognition, impairment of long-lived assets, leases and related economic transactions, intangibles, self-insurance,income taxes, property and equipment, litigation and equity-based compensation are highly complex and involve many subjective assumptions,estimates and judgments by us. Changes in these rulesor their interpretation or changes in underlying assumptions, estimates orjudgments by us could require us to make changes to our accounting systems to implement these changes that could increase our operatingcosts and could significantly change our reported or expected financial performance.

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The value of goodwill, brand names or otherintangible assets reported in our consolidated financial statements may need to be partially or fully impaired as a result of revaluations.

As of June30, 2024, our carrying amountof goodwill, brand names and other intangible assets recorded on our consolidated balance sheet was €155.0million. Under IFRS,we are required to annually test our recorded goodwill and indefinite-lived intangible assets, such as brand names, and to assess thecarrying values of other intangible assets when impairment indicators exist. As a result of such tests, we could be required to recognizeimpairment losses in our income statement if the carrying value is in excess of the fair value. If we are required to book losses withrespect to such intangibles, we may need to shorten the amortization period, which could have a material adverse effect on our business,financial condition and results of operations.

Dutch law provides that the courts at thecorporate seat of the issuer have jurisdiction for certain disputes between us and our shareholders, which could limit our shareholders’ability to obtain a favorable judicial forum for disputes with us or members of our Management or Supervisory Boards, senior managementor employees.

Dutch law provides that the courts at the corporateseat of the issuer are the exclusive forum for, inter alia, any legal challenge by a shareholder of a resolution of the general meetingof shareholders.

This may limit a shareholder’s abilityto bring a claim in a judicial forum that it finds favorable for disputes with MYT Netherlands or members of our Management or SupervisoryBoards, senior management or other employees, which may discourage lawsuits against MYT Netherlands and members of our Management orSupervisory Boards, senior management and other employees. The exclusive forum does not apply to claims under the Securities Act or theExchange Act.

The rights of shareholders in a Dutch privatecompany with limited liability (besloten vennootschap met beperkte aansprakelijkheid) differ in material respects from the rights ofshareholders of corporations incorporated in the United States.

MYT Netherlands is a Dutch private company withlimited liability (besloten vennootschap met beperkte aansprakelijkheid) with its registered office in the Netherlands. Its corporateaffairs are governed by the laws governing private companies with limited liability formed in the Netherlands set forth in the DutchCivil Code, the Dutch Corporate Governance Code, its Articles of Association, the Rulesof Procedure of its Supervisory Board andthe Rulesof Procedure of its Management Board. The rights of our shareholders may be different from the rights and obligationsof shareholders in companies governed by the laws of U.S. jurisdictions.

In addition, rights of shareholders and the responsibilitiesof members of our Management Board and Supervisory Board may differ from the rights of shareholders and the duties of directors of U.S.corporations. In the performance of their duties, our Management Board and Supervisory Board are required by Dutch law to consider ourinterests and the interests of our shareholders, employees and other stakeholders, in all cases with due observation of the principlesof reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in additionto, your interests as a holder of our securities.

Dutch and European insolvency laws aresubstantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvencylaws.

As a private company with limited liability underthe laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), MYT Netherlands is subject to Dutch insolvencylaws in the event any insolvency proceedings are initiated against us including, among other things, Regulation (EU) 2015/848 of theEuropean Parliament and of the Council of May20, 2015 on insolvency proceedings as of June2017. Further, our principal operatingsubsidiaries have their registered offices in Germany and are subject to German insolvency laws and EU regulations in the event any insolvencyproceedings are initiated against such subsidiaries. Should courts in another European country determine that the insolvency laws ofthat country apply to us or our principal operating subsidiaries in accordance with and subject to such EU regulations, the courts inthat country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in the Netherlands, Germanyor the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvencylaws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.

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Conflicts of interest may arise insideour Management Board and because of our shareholder structure at the time of the IPO and because some members of our Supervisory Boardsare employed by our Sponsors.

Due to the size of their shareholding, Ares ManagementCorp. (“Ares”) and Canada Pension PlanInvestment Board (“CPPIB” and, together with Ares, the “Sponsors”),through MYT Holding, are able to adopt any resolution in the general meeting of shareholders regardless of how other shareholders vote,including, but not limited to, resolutions on the election of Supervisory Board members, on capital measures and on the allocation ofprofits and, hence, our dividend policy. In this context, the interests of Ares and affiliates of CPPIB, for example with respect tothe allocation of profits and the distribution of dividends, may differ from the interests of some or all of our other shareholders.

Entities affiliated with Ares and affiliatesof CPPIB may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently investmay begin competing with us. In addition, certain members of our Supervisory Board are affiliated with Ares, CPPIB and MYT Holding. Asa result of these relationships, when conflicts arise between the interests of Ares and CPPIB and their affiliates, on the one hand,and the interests of the Company and our other shareholders, on the other hand, these members of our Supervisory Board may have an interestin the matter different from the interests of the Company and our other shareholders.

Dutch law provides that a member of the managementboard of a Dutch private company with limited liability(besloten vennootschap met beperkte aansprakelijkheid), such as theCompany, may not participate in the adoption of resolutions (including deliberations in respect of these) if he or she has a direct orindirect personal interest conflicting with the interests of the company. Such a conflict of interest only exists if in the situationat hand the member of our Management Board is deemed to be unable to serve the interests of the Company and the business connected withit with the required level of integrity and objectivity. Pursuant to the Rulesof Procedure for the Management Board, each memberof our Management Board shall immediately report any (potential) personal conflict of interest concerning a member of our ManagementBoard to the chairperson of the Supervisory Board and to the other members of our Management Board and shall provide all informationrelevant to the conflict.

If no resolution can be adopted by our ManagementBoard as a consequence of such a personal conflict of interest, the resolution concerned will be adopted by our Supervisory Board. Alltransactions in which there are conflicts of interests with members of our Management Board will be agreed on terms that are customaryin the sector concerned and disclosed in the Company’s annual report. The existence of an actual or potential conflict of interestdoes not affect the authority of a member of our Management and Supervisory Boards to represent the Company.

We may not pay dividends on our ordinaryshares in the future and, consequently, your ability to achieve a return on your investment will depend on the appreciation in the valueof our securities.

We may not pay any cash dividends on our ordinaryshares in the future. Any decision to declare and pay dividends in the future will depend on, among other things, our results of operations,financial condition, cash requirements, contractual restrictions. In addition, our ability to pay dividends is, and may be, limited bycovenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment on oursecurities is solely dependent upon the appreciation of the value of our securities on the open market, which may not occur. In addition,withholding taxes, if applicable, could reduce the amount of the dividend that you will receive.

MYT Netherlands is an operating holdingcompany with no external revenue generating activities of its own and, as such, it depends on its subsidiaries for cash to fund its operationsand expenses, including future dividend payments, if any.

As an operating holding company, our principalsource of cash flow will be distributions or payments from our operating subsidiaries. Therefore, our ability to fund and conduct ourbusiness, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiaries and intermediate holdingcompanies to make upstream cash distributions or payments to us, which may be impacted, for example, by their ability to generate sufficientcash flow or limitations on the ability to repatriate funds whether as a result of currency liquidity restrictions, monetary or exchangecontrols or otherwise. Our operating subsidiaries and intermediate holding companies are separate legal entities, and they are directlyor indirectly wholly owned and controlled by us, with profit-transfer and cash-pooling agreements in place. Additionally, they mightmake funds available to us, whether in the form of loans, dividends or otherwise, except as may be provided through intercompany agreementsfrom time to time. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to us is limited inany way, our ability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

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Investors may have difficulty enforcingcivil liabilities against us or the members of our Management or Supervisory Board.

We are incorporated in the Netherlands and conductsubstantially all of our operations in the European Union through our subsidiaries. All members of our Management Board and five membersof our Supervisory Board are non-residents of the United States. The majority of our assets and a significant portion of the assets ofthe members of our Management Board and Supervisory Board are located outside the United States. As a result, it may not be possible,or may be very difficult, to serve process on company representatives or the company in the United States, or to enforce judgments obtainedin U.S. courts against company representatives or the company based on civil liability provisions of the securities laws of the UnitedStates.

There is no treaty between the United Statesand the Netherlands for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters.Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability,whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in the Netherlands unless the underlyingclaim is re-litigated before a Dutch court of competent jurisdiction. However, if a person has obtained a final judgment without appealin such a matter rendered by a court in the United States that is enforceable in the United States and files his claim with the competentDutch court, the Dutch court will recognize and give effect to such foreign judgment insofar as it finds that (i)the jurisdictionof the U.S. court has been based on grounds which are internationally acceptable, (ii)proper legal procedures have been observed,(iii)the judgment does not contravene Dutch public policy and, (iv)the judgment is not irreconcilable with a judgment ofa Dutch court or an earlier judgment of a foreign court that is capable of being recognized in the Netherlands.

Based on the foregoing, there can be no assurancethat U.S. investors will be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgmentsunder the U.S. federal securities laws, against us, members of our Management Board and Supervisory Board, or our senior management.In addition, there is doubt as to whether a Dutch court would impose civil liability on us, the members of our Management and SupervisoryBoard or our senior management in an original action predicated solely upon the U.S. federal securities laws brought in a court of competentjurisdiction in the Netherlands against us or such members, respectively.

MYT Netherlands may be treated as a passiveforeign investment company, which could result in adverse tax consequences for investors in our securities that are subject to U.S. federalincome tax.

Based on the anticipated market price of MYTNetherlands’ securities and the composition of MYT Netherlands’ income, assets (and such assets’ adjusted bases) andoperations, MYT Netherlands does not expect to be treated as a passive foreign investment company (“PFIC”) for U.S. federalincome tax purposes for the current taxable year or in the foreseeable future. However, this is a factual determination that must bemade annually after the close of each taxable year. Therefore, there can be no assurance that MYT Netherlands will not be classifiedas a PFIC for the current taxable year or for any future taxable year. MYT Netherlands would be classified as a PFIC for any taxableyear if, after the application of certain look-through rules, either: (1)75% or more of its gross income for such year is “passiveincome” (as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended (the “Code”)), or (2)50%or more of the value of its assets (determined on the basis of a quarterly average) during such year is attributable to assets that produceor are held for the production of passive income. Certain adverse U.S. federal income tax consequences could apply to a U.S. holder (definedbelow) if MYT Netherlands is treated as a PFIC for any taxable year during which such U.S. holder holds equity securities. If a U.S.holder actually or constructively acquires equity securities resulting in the U.S. holder actually or constructively owning 10% or moreof the combined voting power of MYT Netherlands voting stock or of the total value of our stock, different U.S. federal income tax consequencesmay apply.

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The U.S. Internal Revenue Service (the "IRS") may not agree that MYT Netherlands is a foreign corporation for U.S. federal tax purposes.

For U.S. federal tax purposes, a corporationis generally considered to be a foreign corporation if it is organized or incorporated outside of the United States. Because MYT Netherlandsis incorporated under the laws of the Netherlands, it would be classified as a foreign corporation under these rules. Section7874of the Code provides an exception to this general ruleunder which a foreign incorporated entity may, in certain circumstances,be classified as a U.S. corporation for U.S. federal tax purposes.

As part of a prior internal reorganization, andnotwithstanding the fact that MYT Netherlands’ operating assets were already owned through a foreign corporation, MYT Netherlandsmay be considered as a technical matter to have acquired substantially all of the assets indirectly held by of one or more U.S. corporations.Under Section7874, MYT Netherlands could be treated as a U.S. corporation for U.S. federal tax purposes if the former shareholdersof the U.S. corporations are treated as receiving a requisite ownershippercentage of the MYT Netherlands shares “by reasonof” holding shares of the U.S. corporations.

We do not believe that Section7874 causedMYT Netherlands or any of its affiliates to be treated as a U.S. corporation for U.S. tax purposes as a result of the prior internalreorganization because, among other things, the requisite ownership test should not be satisfied. However, the law and Treasury Regulationspromulgated under Section7874 are complex and unclear in many regards, and there is limited guidance regarding the applicationof Section7874. Moreover, the IRS could assert that subsequent transactions that resulted in ownership changes should be consideredpart of the prior internal reorganization and that Section7874 applies to the combined transactions.

Accordingly, there can be no assurance that theIRS will not challenge the status of MYT Netherlands or the status of any of its foreign affiliates as a foreign corporation under Section7874or that such challenge would not be sustained by a court. If the IRS were to successfully challenge such status under Section7874,MYT Netherlands and its affiliates could be subject to substantial additional U.S. federal tax liability. In addition, MYT Netherlandsand certain of its foreign affiliates are expected to be treated as tax residents of countries other than the United States for foreigntax purposes. Consequently, if MYT Netherlands or any such affiliate is treated as a U.S. corporation for U.S. federal tax purposes underSection7874, MYT Netherlands or such affiliate could be liable for both U.S. and non-U.S. taxes.

One or more taxing authorities could challengethe tax residency of MYT Netherlands, and if such challenge were to be successful, we could be subject to increased and/or differenttaxes than we expect.

MYTNetherlands became a tax resident in Germany for German tax purposes as of September7, 2020. By reason of MYT Netherlands’incorporation under Dutch law, it is also deemed tax resident in the Netherlands for purposes of the Dutch Dividend Withholding Tax Act1965 and the Dutch Corporation Tax Act 1969. As long as it continues to have its place of effective management in Germany, and not inthe Netherlands, under the Convention of 2012 between the Federal Republic of Germany and the Netherlands for the avoidance of doubletaxation with respect to taxes on income (the "Convention"), MYT Netherlands should be considered to be tax resident exclusivelyin Germany. The application of the Convention changed once the Protocol to amend the Convention dated 24 March2021 entered intobecame effective on 1 January2023. For MYT Netherlands, the Protocol to amend the Convention dated 24 March2021, will applyin the Netherlands for the fiscal year starting on 1 July2023, i.e., the first fiscal year following 1 January2023. Oncethe Protocol to amend the Convention dated 24 March2021, is effective, the Dutch tax authorities could try to deny the grantingof benefits under the Convention by taking the position that one of the principal purposes for MYT Netherlands to move its place of effectivemanagement to Germany was to obtain the benefits of the Convention. MYT Netherlands believes that it has strong arguments that the benefitsof the Convention cannot be denied under the principal purpose test of the Protocol to Amend the Convention given the location of relevantactivities at the current time. This determination, however, depends on the relevant facts and circumstances, so there can be no assurancethat a court will uphold MYT Netherlands’ position, if it is challenged. Furthermore, whether MYT Netherlands has its place ofeffective management in Germany and is as such tax resident in Germany is largely a question of fact and degree based on all the circumstances,rather than a question of law, which facts and degree may also change. Changes to applicable laws or interpretations thereof and changesto applicable facts and circumstances (e.g., a change of board members or the place where board meetings take place), may result in MYTNetherlands becoming a tax resident of a jurisdiction other than Germany, potentially also triggering an exit tax liability in Germany,or in the denial of benefits under the Convention. These changes could have a material adverse impact on MYT Netherlands’ financialresults and/or the future marketability of MYT Netherlands’ ADSs. For further discussion, see “TaxationGerman TaxationTax Residence of MYT Netherlands”.

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If MYT Netherlands pays dividends, it mayneed to withhold tax on such dividends payable to holders of its equity securities in both Germany and the Netherlands.

As an entity incorporated under Dutch law, butwith its place of effective management in Germany (and not in the Netherlands), MYT Netherlands’ dividends are generally subjectto German dividend withholding tax and not Dutch withholding tax. However, Dutch dividend withholding tax, in addition to German withholdingtax, will be required to be withheld from dividends if and when paid to Dutch resident holders of MYT Netherlands’ ADSs (and non-Dutchresident holders of MYT Netherlands’ ADSs that have a permanent establishment in the Netherlands to which their shareholding isattributable). In addition, the Protocol dated March24, 2021 to amend the Convention will enter into effect on 1 January2023and will for the Netherlands apply to MYT Netherlands for the fiscal year starting on 1 July2023. Starting with 1 July2023,due to the application of the Protocol, the Dutch tax authorities could take the position that the exemption from Dutch dividend withholdingtax for non-Dutch resident holders of equity securities is not applicable, by taking the position that one of the principal purposesfor MYT Netherlands to move its place of effective management to Germany was to obtain the benefits of the Convention. MYT Netherlandsbelieves that it has strong arguments that the benefits of the Convention cannot be denied under the principal purpose test of the Protocolto amend the Convention. This determination, however, depends on the relevant facts and circumstances, so there can be no assurance thata court will uphold MYT Netherlands’ position, if it is challenged. MYT Netherlands will be required to identify its shareholdersand/or ADS holders in order to assess whether there are Dutch residents (or non-Dutch residents with a permanent establishment to whichthe shares are attributable) in respect of which Dutch dividend tax has to be withheld. Such identification may not always be possiblein practice. If the identity of MYT Netherlands’ shareholders and/or ADS holders cannot be assessed upon a payment of dividend,withholding of both German and Dutch dividend tax from such dividend may occur. Non-Dutch resident holders of MYT Netherlands’ADSs may apply for a refund of Dutch dividend tax, if withheld on the distribution.

Holders of our securities may be subjectto limitations on transfer of their securities.

Our registrar and transfer agents may close itstransfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition,our registrar and transfer agents may refuse to deliver, transfer or register transfers of our securities generally when our books orthe books of such registrar and transfer agent are closed, or at any time if we or such registrar and transfer agent deems it advisableto do so because of any requirement of law or of any government or governmental body, or under any provision of our articles of association,or for any other reason.

German Taxation

The following discussion addresses certain Germantax consequences of acquiring, owning or disposing of the ADSs. With the exception of the subsection “German Taxation of Holdersof ADSs—Taxation of Holders Tax Resident in Germany” below, which provides an overview of dividend taxation to holdersthat are residents of Germany, this discussion applies only to U.S. treaty beneficiaries (defined below) that hold ADSs.

This discussion is based on domestic German taxlaws, including, but not limited to, circulars issued by German tax authorities, which are not binding on the German courts, and theTreaty (defined below). It is based upon tax laws in effect at the time of filing of this annual report. These laws are subject to change,possibly with retroactive effect. In addition, this discussion is based upon the assumption that each obligation in the deposit agreementand any related agreement will be performed in accordance with its terms. It does not purport to be a comprehensive or exhaustive descriptionof all German tax considerations that may be of relevance in the context of acquiring, owning and disposing of ADSs.

The tax information presented in this sectionis not a substitute for tax advice. Holders of ADSs should consult their own tax advisors regarding the German tax consequences of thepurchase, ownership, disposition, donation or inheritance of ADSs in light of their particular circumstances, including the effect ofany state, local, or other foreign or domestic laws or changes in tax law or interpretation. The same applies with respect to the rulesgoverningthe refund of any German dividend withholding tax (Kapitalertragsteuer) withheld. Only an individual tax consultation can appropriatelyaccount for the particular tax situation of each investor.

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Tax Residence of MYT Netherlands

MYT Netherlands operates its business from Germany.The place of effective management of MYT Netherlands is in Germany as the Management Board of the Company consists entirely of Germanresidents who work at the German offices of the company, all meetings of the Management Board are held in Germany, a majority of theother members of senior management are German residents, and MYT Netherlands has its registered address (Geschäftsadresse)and principal place of business in Germany. Since the effective place of management of MYT Netherlands is in Germany, MYT Netherlandsis tax resident in Germany and subject to German income taxes applicable to commercial corporate entities. Nevertheless, the effectiveplace of management test depends upon facts and circumstances.

German Taxation of Holders ofADSs

General

Based on the circular issued by the German FederalMinistry of Finance (BMF-Schreiben), dated May24, 2013, reference number IV C 1-S2204/12/10003, as amended by the circular datedDecember18, 2018 (reference number IV C 1-S 2204/12/10003), in respect of the taxation of American Depositary receipts (“ADRs”)on domestic shares (the “ADR Tax Circular”), for German tax purposes, the ADSs represent a beneficial ownership interestin the underlying shares of MYT Netherlands and qualify as ADRs for the purpose of the ADR Tax Circular. If the ADSs qualify as ADRsunder the ADR Tax Circular, dividends would accordingly be attributable to holders of the ADSs for German tax purposes, and not to thelegal owner of the ADSs (i.e., the financial institution on behalf of which the ADSs are stored at a domestic depository for the ADSholders). Furthermore, holders of the ADSs should be treated as beneficial owners of the capital of MYT Netherlands with respect to capitalgains (see below in section “—German Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs”).However, investors should note that circulars published by the German tax authorities (including the ADR Tax Circular) are not bindingon German courts, including German tax courts, and it is unclear whether a German court would follow the ADR Tax Circular in determiningthe German tax treatment of the ADSs.

Under a newly introduced German law (section45b para. 9 of the German Income Tax Code (Einkommensteuergesetz)), German domestic listed companies in the future are obliged to collectinformation about the identity of their shareholders (in accordance with section 67d German Stock Corporation Act (Aktiengesetz)) atthe time of a resolution about a profit distribution. This information must be electronically forwarded to the German Federal CentralTax Office (Bundeszentralamt für Steuern). The new ruleshall be applicable from 1 January2025. As this law is newlyintroduced and there is not yet any guidance by the German tax authorities available regarding its implementation, it cannot be finallyassessed whether the new law would apply with respect to the holders of the ADSs ofof MYT Netherlands.

Taxation of Holders Not Tax Residentin Germany

The following discussion describes the materialGerman tax consequences for a holder that is a U.S. treaty beneficiary of acquiring, owning and disposing of the ADSs. For purposes ofthis discussion, a “U.S. treaty beneficiary” is a resident of the United States for purposes of the Convention Between theUnited States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasionwith Respect to Taxes on Income and Capital and to Certain Other Taxes as of June4, 2008 (Abkommen zwischen der BundesrepublikDeutschland und den Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzungauf dem Gebiet der Steuern vom Einkommen und vom Vermögen und einiger anderer Steuern in der Fassung vom 4. Juni 2008) (the “Treaty”), who is fully eligible for benefits under the Treaty.

A holder will be a U.S. treaty beneficiary entitledto full Treaty benefits in respect of the ADSs if it is, inter alia:

·the beneficial owner of the ADSs (and the dividends paid with respect thereto);
·a U.S. holder;

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·not also a resident of Germany for German tax purposes; and
·not subject to the limitation on benefits (i.e., anti-treaty shopping) article of the Treaty that applies in limited circumstances.

Special rulesapply to pension funds andcertain other tax-exempt investors.

This discussion does not address the treatmentof ADSs that are (i)held in connection with a permanent establishment or fixed base through which a U.S. treaty beneficiary carrieson business or performs personal services in Germany or (ii)part of business assets for which a permanent representative in Germanyhas been appointed.

General Rulesforthe Taxation of Holders Not Tax Resident in Germany

The full amount of a dividend distributed byMYT Netherlands to a non-German resident holder which does not maintain a permanent establishment or other taxable presence in Germanyis subject to (final) German withholding tax at an aggregate rate of 26.375% if and to the extent such dividend is not sourced out ofa tax recognized contribution account (steuerliches Einlagekonto). German withholding tax is withheld and remitted to the Germantax authorities by MYT NetherlandsNetherlands, regardless of whether a holder must report the dividend for tax purposes and regardlessof whether or not a holder is a resident of Germany.

Pursuant to the Treaty, the German withholdingtax may not exceed 15% of the gross amount of the dividends received by U.S. treaty beneficiaries. The excess of the total withholdingtax, including the solidarity surcharge (Solidaritätszuschlag), over the maximum rate of withholding tax permitted by theTreaty is refunded to U.S. treaty beneficiaries upon application. For example, for a declared dividend of 100, a U.S. treaty beneficiaryinitially receives 73.625 (100 minus the 26.375% withholding tax including solidarity surcharge). The U.S. treaty beneficiary is entitledto a partial refund from the German tax authorities in the amount of 11.375% of the gross dividend (of 100) if the 15% rate of the Treatyapplies. As a result, the U.S. treaty beneficiary ultimately receives a total of 85 (85% of the declared dividend) following the refundof the excess withholding. Further, such refund is subject to the German anti-avoidance treaty shopping rule(as described belowin section “—Withholding Tax Refund for U.S. Treaty Beneficiaries”).

German Taxation of Capital Gainsof the U.S. Treaty Beneficiaries of the ADSs

The capital gains from the disposition of theADSs realized by a non-German resident holder which does not maintain a permanent establishment or other taxable presence in Germanywould be treated as German source income and be subject to German tax if such holder at any time during the fiveyears precedingthe disposition, directly or indirectly, owned 1% or more of MYT Netherlands’ share capital irrespective of whether through theADSs or shares of MYT Netherlands. If such holder had acquired the ADSs without consideration, the previous owner’s holding periodand quota would be taken into account.

Pursuant to the Treaty, U.S. treaty beneficiariesare not subject to German tax even under the circumstances described in the preceding paragraph and therefore should not be taxed oncapital gains from the disposition of the ADSs.

German statutory law requires the disbursingagent to levy withholding tax on capital gains from the sale of ADSs or other securities held in a custodial account in Germany. Withregard to the German taxation of capital gains, disbursing agent means a German credit institution, a financial services institution,a securities trading enterprise or a securities trading bank (each as defined in the German Banking Act (Kreditwesengesetz) and,in each case including a German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise) that holds theADSs in custody or administers the ADSs for the investor or conducts sales or other dispositions and disburses or credits the incomefrom the ADSs to the holder of the ADSs. The German statutory law does not explicitly condition the obligation to withhold taxes on capitalgains being subject to taxation in Germany under German statutory law or on an applicable income tax treaty permitting Germany to taxsuch capital gains.

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However, a circular issued by the German FederalMinistry of Finance, dated January18, 2016 (as amended), reference number IV C 1-S2252/08/10004 :017, provides that taxes neednot be withheld when the holder of the custody account is not a resident of Germany for tax purposes and the income is not subject toGerman taxation. The circular further states that there is no obligation to withhold such tax even if the non-resident holder owns 1%or more of the share capital of a German company. While circulars issued by the German Federal Ministry of Finance are only binding onthe German tax authorities but not on the German courts, in practice, the disbursing agents nevertheless typically rely on guidance containedin such circulars. Therefore, a disbursing agent would only withhold tax at 26.375% on capital gains derived by a U.S. treaty beneficiaryfrom the sale of ADSs held in a custodial account in Germany in the event that the disbursing agent did not follow the abovementionedguidance. In this case, the U.S. treaty beneficiary may be entitled to claim a refund of the withholding tax from the German tax authoritiesunder the Treaty, as described below in the section “—Withholding Tax Refund for U.S. Treaty Beneficiaries.”

Withholding Tax Refund for U.S.Treaty Beneficiaries

U.S. treaty beneficiaries are generally eligiblefor treaty benefits under the Treaty, as described above in Section“—Taxation of Holders Not Tax Resident in Germany.”Accordingly, U.S. treaty beneficiaries are in general entitled to claim a refund of the portion of the otherwise applicable 26.375% Germanwithholding tax (including solidarity surcharge) on dividends that exceeds the applicable Treaty rate. UnderUnder German law, a refundof withholding tax is in certain cases of dividend income only possible if pursuant to special ruleson the restriction of withholdingtax credit, the following three cumulative requirements are met: (i)the shareholder must qualify as beneficial owner of the ADSsfor an uninterrupted minimum holding period of 45days within a period starting 45days prior to and ending 45days afterthe due date of the dividends, (ii)the shareholder has to bear at least 70% of the change in value risk related to the ADSs duringthe minimum holding period as described under (i)of this paragraph and has not entered into (acting by itself or through a relatedparty) hedging transactions which lower the change in value risk by more than 30%, and (iii)the shareholder must not be obligedto fully or largely compensate directly or indirectly the dividends to third parties. If these requirements are not met, then for a shareholdernot being tax-resident in Germany who applied for a full or partial refund of the withholding tax pursuant to a double taxation treaty,no refund is available. This restriction generally does only apply, if (i)the tax underlying the refund application is below atax rate of 15% based on the gross amount of the dividends and (ii)the shareholder does not directly own 10% or more in the sharesof MYT Netherlands and is subject to income taxes in its state of residence, without being tax-exempt. The restriction does also notapply to a shareholder that has been the beneficial owner of the ADSs in MYT Netherlands for at least one uninterrupted year upon receiptof the dividends. In addition to the aforementioned restrictions, in particular, pursuant to a decree published by the German FederalMinistry of Finance dated July9, 2021 (BMF, Schreiben vom 9.7.2021—IV C1-S2252/19/10035:014, DOK 2021/0726914)),as amended, the withholding tax credit may also be denied as an anti-abuse measure.

Further, such refund is subject to the Germananti-avoidance treaty shopping rule, which was revised as of June2, 2021 by the Act for the Modernisation of the Relief of WithholdingTaxes and of the Certificate for Capital Withholding Taxes (Gesetz zur Modernisierung der Entlastung von Abzugssteuern und der Bescheinigungder Kapitalertragsteuer). Generally, the U.S. treaty beneficiary (in case it is a non-German resident company, association of persons,or an asset pool) shall not be entitled to a treaty benefit, here the tax refund, (i)to the extent its shareholders would not beentitled to such claim, if they had directly received the (dividend) income, and (ii)to the extent the source of income, here theshares in the dividend paying entity, has no substantial connection with an economic activity of the foreign company, the associationof persons or asset pool. For purposes of this rule, the generation of the respective income, its transfer to the beneficiaries, as wellas any activity, that is carried out with a business operation that is not appropriately set up for the business purpose, is not deemedto be an economic activity. As back-exemption to the test under (i)and (ii), the refund will be granted to the extent the non-Germanresident company, association of persons or an asset pool can prove that the main purpose of its interposition was not to obtain a taxbenefit, or if the foreign company’s principal class of stock is regularly traded in substantial volume on a recognized stock exchange.Whether or not and to which extent the anti-avoidance treaty shopping ruleapplies, has to be analyzed on a case by case basis takinginto account all relevant tests. In addition, the interpretation of these Germany anti-avoidance treaty shopping rulesare subjectto ongoing discussions and especially for the new rulesdescribed above, to date there are no published decisions of the GermanFederal Finance Court.

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The aforementioned refund or reduction of Germanwithholding tax under the Treaty requires the investor to make tax filings with the competent German tax office using a withholding taxcertificate issued under German law by the agent, who has withheld and remitted the withholding tax (the Paying Agent). In the absenceof such withholding tax certificate, an ADS holder will not be entitled to receive a tax refund from the German tax authorities and maynot credit the German withholding tax against its tax liability.

Claims for refunds may be made on a separateform, which must be filed with the German Federal Central Tax Office (Bundeszentralamt für Steuern, An der Küppe 1, 53225 Bonn,Germany). The form is available at the same address, on the German Federal Central Tax Office’s website (www.bzst.de). Asof 2025 refund applications can only be submitted electronically in accordance with an officially prescribed data set via an officialinterface, unless the German Federal Central Tax Office has specifically agreed otherwise due to a case of hardship. The refund claimbecomes time-barred after fouryears following the calendar year in which the dividend or capital gain is received unless the commencementstarts later, the period is interrupted or suspended. As described above, an investor must submit to the German tax authorities the originalwithholding tax certificate (or a certified copy thereof) issued by the Paying Agent and documenting the tax withheld. Furthermore, anofficial certification of tax residency must be submitted.

Taxation of Holders Tax Residentin Germany

This subsection provides an overview of dividendand capital gains taxation with regard to the general principles applicable to MYT Netherlands’ holders that are tax resident inGermany. A holder is a German tax resident if, in case of an individual, he or she maintains a domicile (Wohnsitz) or a usualresidence (gewöhnlicher Aufenthalt) in Germany or if, in case of a corporation, it has its place of management (Geschäftsleitung)or registered office (Sitz) in Germany.

The German dividend and capital gains taxationrulesapplicable to German tax residents require a distinction between ADSs held as private assets (Privatvermögen)and ADSs held as business assets (Betriebsvermögen).

ADSs as Private Assets (Privatvermögen)

Ifthe ADSs are held as private assets by a German tax resident, dividends (to the extent such dividends are not sourced out of a tax recognizedcontribution account) and capital gains are taxed as investment income and are principally subject to 25% German flat income tax on capitalincome (Abgeltungsteuer) (plus a 5.5% solidarity surcharge thereon, resulting in an aggregate rate of 26.375%), which is leviedin the form of withholding tax (Kapitalertragsteuer). In other words, once deducted, the shareholder’s income tax liabilityon the dividends will be settled (mit abgeltender Wirkung). The withholding tax is withheld and remitted to the Germantax authorities by MYT Netherlands in case of dividends and by the disbursing agent in case of capital gains. If the withholding taxhas not been levied, such as in the case of capital gains from ADSs kept in custody abroad, the individual holder must include relevantincome derived from the ADSs in his or her tax return and will then also be taxed at a rate of 25% (plus solidarity surcharge and, churchtax, if applicable, thereon).

Shareholders may apply to have their capitalinvestment income assessed in accordance with the general rulesand with an individual’s personal income tax rate if thiswould result in a lower tax burden in which case actually incurred expenses are not deductible. The holder would be taxed on gross personalinvestment income (including dividends or gains with respect to ADSs), less the saver’s allowance of €1,000 for an individualor €2,000 for a married couple and a registered civil union (eingetragene Lebenspartnerschaft) filing taxes jointly. Thededuction of expenses related to the investment income (including dividends or gains with respect to ADSs) is generally not possiblefor private investors.

Losses resulting from the disposal of ADSs canonly be offset by capital gains from the sale of any ADSs and other shares. Furthermore, in case of a derecognition or transfer of worthlessADSs (or other capital assets), the utilization of such loss is further restricted and can only be offset up to the amount of €20,000per calendar year. A case challenging the constitutionality of the limitations for offsetting losses generated by the disposal of sharesis currently pending with the German Federal Constitutional Court (Bundesverfassungsgericht). If, however, a holder directly orindirectly held at least 1% of the share capital of MYT Netherlands at any time during the fiveyears preceding the sale, 60% ofany capital gains resulting from the sale are taxable at the holder’s personal income tax rate (plus 5.5% solidarity surchargethereon). Conversely, 60% of any capital losses are recognized for tax purposes.

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Church tax generally has to be withheld, if applicable,based on an automatic data access procedure, unless the shareholder has filed a blocking notice (Sperrvermerk) with the FederalCentral Tax Office. Where church tax is not levied by way of withholding, it is determined by means of income tax assessment and theindividual holder must include relevant income derived from the ADSs in his or her tax return.

andcapital gains The withholding tax is withheld and remitted to the German tax authorities by MYT Netherlands in case of dividendsand by the disbursing agent in case of capital gains. If the withholding tax has not been levied, such as in the case of capital gainsfrom ADSs kept in custody abroad, the individual holder must include relevant income derived from the ADSs in his or her tax return andwill then also be taxed at a rate of 25% (plus solidarity surcharge and, church tax, if applicable, thereon).A case challenging the constitutionalityof the limitations for offsetting losses generated by the disposal of shares is currently pending with the German Federal ConstitutionalCourt (Bundesverfassungsgericht). and the individual holder must include relevant income derived from the ADSs in his or her taxreturnADSs as Business Assets (Betriebsvermögen)

Incase the ADSs are held as business assets, the taxation depends on the legal form of the holder (i.e., whether the holder is a corporationor an individual). Irrespective of the legal form of the holder, dividends (to the extent such dividends are not sourced out of a taxrecognized contribution account) and capital gains are subject to the aggregate withholding tax rate of 26.375%. The withholdingtax is withheld and remitted to the German tax authorities by MYT Netherlands in case of dividends and by the disbursing agent in caseof capital gains. The disbursing agent will not levy the withholding tax on capital gains, provided that (i)the ADS holder is acorporation, association of persons or estate with a tax domicile in Germany, or (ii)the ADSs belong to the domestic business assetsof an ADS holder, and the ADS holder declares so to the disbursing agent using the designated official form and certain other requirementsare met. The withholding tax is credited against the respective holder’s income tax liability, provided that in certain cases ofdividend income pursuant to special ruleson the restriction of withholding tax credit, the following three cumulative requirementsare met: (i)the shareholder must qualify as beneficial owner of the ADSs for an uninterrupted minimum holding period of 45daysoccurring within a period starting 45days prior to and ending 45days after the due date of the dividends, (ii)the shareholderhas to bear at least 70% of the change in value risk related to the ADSs during the minimum holding period as described under (i)ofthis paragraph and has not entered into (acting by itself or through a related party) hedging transactions which lower the change invalue risk for more than 30%, and (iii)the shareholder must not be obliged to fully or largely compensate directly or indirectlythe dividends to third parties. If these requirements are not met, three-fifths of the withholding tax imposed on the dividends mustnot be credited against the shareholder’s (corporate) income tax liability, but may, upon application, be deducted from the shareholder’stax base for the relevant tax assessment period. A shareholder that is generally subject to German income tax or corporate income taxand that has received gross dividends without any deduction of withholding tax or that has received a withholding tax refund, in particulardue to a tax exemption, without qualifying for a full tax credit under the aforementioned requirements has to notify the competent localtax office accordingly and has to make a payment in the amount of 15% of the dividend. The special ruleson the restriction of withholdingtax credit do not apply to a shareholder whose overall dividend earnings within an assessment period do not exceed €20,000 or thathas been the beneficial owner of the ADSs in MYT Netherlands for at least one uninterrupted year upon receipt of the dividends. In additionto the aforementioned restrictions, in particular, pursuant to a decree published by the German Federal Ministry of Finance dated July9,2021 (BMF, Schreiben vom 9.7.2021—IV C 1-S 2252/19/10035:014, DOK2021/0726914), as amended, the withholding tax creditmay also be denied as an anti-abuse measure.

To the extent the amount withheld exceeds theincome tax liability, the withholding tax will be refunded, provided that certain requirements are met (including the aforementionedrequirements), in particular a withholding tax certificate issued under German law is required.

Special rulesapply to credit institutions(Kreditinstitute), financial services institutions (Finanzdienstleistungsinstitute), financial enterprises (Finanzunternehmen),life insurance and health insurance companies, and pension funds.

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With regard to holders in the legal form of acorporation, dividends and capital gains are in general 95% tax exempt from corporate income tax (including solidarity surcharge), howeverwith respect to dividends inter alia only, if the shareholder held at least 10% of the registered share capital of MYT Netherlands atthe beginning of the calendar year. The remaining 5% is treated as non-deductible business expense and, as such, is subject to corporateincome tax (including solidarity surcharge). The acquisition of a participation of at least 10% in the course of a calendar year is deemedto have occurred at the beginning of such calendar year for the purpose of this rule. Participations in the share capital of MYT Netherlandsheld through a partnership, including co-entrepreneurships, are attributable to the respective shareholders only on a prorata basisat the ratio of their entitlement to the profits of the relevant partnership. Moreover, actual business expenses incurred to generatethe dividends or capital gains may be deducted.

However, the amount of any dividends after deductingbusiness expenses related to the dividends is subject to the trade tax, unless the corporation held at least 15% of MYT Netherlands’registered share capital at the beginning of the relevant tax assessment period. In the latter case, the aforementioned exemption of95% of the dividend income also applies for trade tax purposes. Losses from the sale of ADSs are generally not tax deductible for corporateincome tax and trade tax purposes.

With regard to individuals holding ADSs as businessassets, 60% of dividends and capital gains are taxed at the individual’s personal income tax rate (plus 5.5% solidarity surchargethereon). Correspondingly, only 60% of business expenses related to the dividends and capital gains as well as losses from the sale ofADSs are principally deductible for income tax purposes.

If a shareholder is a partnership, the personalincome tax or corporate income tax, as the case may be, and the solidarity surcharge are levied at the level of each partner rather thanat the level of the partnership. The taxation of each partner depends upon whether the partner is a corporation or an individual.

In addition, if the shares are held as businessassets of a domestic permanent establishment of an actual or presumed commercial partnership, the full amount of dividend income is generallyalso subject to trade tax at the level of the partnership. In the case of partners who are individuals, the trade tax that the partnershippays on the relevant partner’s portion of the partnership’s income is generally credited as a lump sum—fully or inpart against the individual’s personal income tax liability, depending on the tax rate imposed by the local municipality and certainindividual tax-relevant circumstances of such shareholder. If the partnership held at least 15% of the Company’s registered sharecapital at the beginning of the relevant tax assessment period, the dividends (after deduction of business expenses economically relatedthereto) should generally not be subject to trade tax. In this case, trade tax should, however, be levied on 5% of the dividends to theextent they are attributable to the profit share of such corporate partners to whom at least 10% of the shares in the Company are attributableon a look-through basis, since this portion of the dividends should be deemed to be non-deductible business expenses. The remaining portionof the dividend income attributable to partners other than such specific corporate partners (which includes individual partners and should,according to a literal reading of the law, also include corporate partners to whom, on a look-through basis, only portfolio participationsare attributable) should not be subject to trade tax. Capital gains from the ADSs are subject to trade tax at the level of the partnershipgenerally, (i)at 60% as far as they are attributable to the profit share of an individual as the partner of the partnership, and,(ii)at 5% as far as they are attributable to the profit share of a corporation as the partner of the partnership.

Abolishment of Solidarity Surcharge

Thesolidarity surcharge was partially abolished as of the assessment period 2021 for certain taxpayers.It is, however, currently not envisaged to abolish the solidarity surcharge with respect to withholding taxes on dividends orinterest. In case the individual income tax burden for an individual holder is lower than 25%, the holder may apply for his/her capitalinvestment income to be assessed at his/her personal income tax rate, in which case solidarity surcharge could be refunded.

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German Inheritance and GiftTax (Erbschaft- und Schenkungsteuer)

The transfer of ADSs to another person by inheritanceor gift should be generally subject to German inheritance and gift tax only if:

(1)the decedent or donor or heir, beneficiary or other transferee maintained his or her domicile or a usual residence in Germany or had its place of management or registered office in Germany at the time of the transfer, or is a German citizen who has spent no more than five consecutiveyears outside of Germany without maintaining a domicile in Germany or is a German citizen who serves for a German entity established under public law and is remunerated for his or her service from German public funds (including family members who form part of such person’s household, if they are German citizens) and is only subject to estate or inheritance tax in his or her country of domicile or usual residence with respect to assets located in such country (special rulesapply to certain former German citizens who neither maintain a domicile nor have their usual residence in Germany);
(2)at the time of the transfer, the ADSs are held by the decedent or donor as business assets forming part of a permanent establishment in Germany or for which a permanent representative in Germany has been appointed; or
(3)the ADSs subject to such transfer form part of a portfolio that represents at the time of the transfer 10% or more of the registered share capital of MYT Netherlands and that has been held directly or indirectly by the decedent or donor, either alone or together with related persons.

TheAgreement between the Federal Republic of Germany and the United States of America for the avoidance of double taxation with respectto taxes on inheritances and gifts as of December21, 2000 (Abkommen zwischen der Bundesrepublik Deutschland und den VereinigtenStaaten von Amerika zur Vermeidung der Doppelbesteuerung auf dem Gebiet der Nachlass-, Erbschaft- und Schenkungssteuern in der Fassungvom 21. Dezember 2000) (the “United States-Germany Inheritance and Gifts Tax Treaty”), provides that theGerman inheritance tax or gift tax can, with certain restrictions, only be levied in the cases of (1)and (2)above. Specialprovisions apply to certain German citizens living outside of Germany and former German citizens.

Other Taxes

No German transfer tax, value-added tax, stampduty or similar taxes are assessed on the purchase, sale or other transfer of ADSs. Provided that certain requirements are met, an entrepreneurmay, however, opt for the payment of value-added tax on transactions that are otherwise tax-exempt. Net wealth tax (Vermögensteuer)is currently not imposed in Germany. Certain member states of the European Union (including Germany) are considering introducing a financialtransaction tax (Finanztransaktionssteuer) which, if and when introduced, may also be applicable on sales and/or transfer of ADSs.

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Netherlands Tax Considerations

General

The following is a summary of material Netherlandstax consequences of the acquisition, ownership and disposal of our ADSs. This summary does not purport to describe all possible tax considerationsor consequences that may be relevant to all categories of investors, some of which may be subject to special treatment under applicablelaw (such as trusts or other similar arrangements), and in view of its general nature, it should be treated with corresponding caution.

Holders should consult with their tax advisorswith regard to the tax consequences of investing in the ADSs in their particular circumstances. The discussion below is included forgeneral information purposes only. In general, for Dutch tax purposes, beneficial owners of ADSs should be treated as the beneficialowners of the capital of MYT Netherlands represented by such ADSs.

Please note that this summary does not describethe tax considerations for:

(1)holders of ADSs, if such holders, and in the case of individuals, his/her partner or certain of their relatives by blood or marriage in the direct line (including foster children), have a substantial interest or deemed substantial interest in us under the Netherlands Income Tax Act 2001 (Wet inkomstenbelasting2001). A holder of securities in a company is considered to hold a substantial interest in such company if such holder alone or, in the case of individuals, together with his/her partner (statutorily defined term), directly or indirectly holds (i)an interest of 5% or more of the total issued and outstanding capital of that company or of 5% or more of the issued and outstanding capital of a certain class of shares of that company; (ii)rights to acquire, directly or indirectly, such interest; or (iii)certain profit sharing rights in that company that relate to 5% or more of the company’s annual profits and/or to 5% or more of the company’s liquidation proceeds. A deemed substantial interest may arise if a substantial interest (or part thereof) in a company has been disposed of, or is deemed to have been disposed of, on a non-recognition basis;
(2)a holder of an ADS that is not an individual for which its shareholdings qualify or qualified as a participation for purposes of the Netherlands Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting1969). A taxpayer’s shareholding of 5% or more in a company’s nominal paid-up share capital generally qualifies as a participation. A holder may also have a participation if such holder does not have a 5% shareholding but a related entity (statutorily defined term) has a participation or if the company in which the shares are held is a related entity (statutorily defined term);
(3)holders of ADSs who are individuals for whom the ADSs or any benefit derived from the ADSs are a remuneration or deemed to be a remuneration for (employment) activities performed by such holders or certain individuals related to such holders (as defined in the Netherlands Income Tax Act 2001); and
(4)pension funds, investment institutions (fiscale beleggingsinstellingen), exempt investment institutions (vrijgestelde beleggingsinstellingen) and other entities that are, in whole or in part, not subject to or exempt from corporate income tax in the Netherlands.

Except as otherwise indicated, this summary onlyaddresses Netherlands national tax legislation and published regulations, whereby the Netherlands and Netherlands law means the partof the Kingdom of the Netherlands located in Europe and its law respectively, as in effect on the date hereof and as interpreted in publishedcase law until this date as available in printed form, without prejudice to any amendment introduced (or to become effective) at a laterdate and/or implemented with or without retroactive effect. The applicable tax laws or interpretations thereof may change, or the relevantfacts and circumstances may change, and such changes may affect the contents of this section, which will not be updated to reflect anysuch changes.

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Dividend withholding tax

MYT Netherlands is required to withhold Dutchdividend withholding tax at a rate of 15% from dividends distributed by it (which withholding tax will not be borne by MYT Netherlands,but will be withheld by MYT Netherlands from the gross dividends paid). However, as long as it continues to have its place of effectivemanagement in Germany, and not in the Netherlands, under the Convention between Germany and the Netherlands for the avoidance of doubletaxation with respect to taxes on income of 2012, MYT Netherlands should be considered to be exclusively tax resident in Germany andshould not be required to withhold Dutch dividend withholding tax. The exemption from Dutch dividend withholding tax under the Conventiondoes not apply to dividends distributed to a holder who is resident or deemed to be resident in the Netherlands for Dutch income taxpurposes or Dutch corporate income tax purposes or to holders of ADSs that neither resident nor deemed to be resident of the Netherlandsif the ADSs are attributable to a Netherlands permanent establishment of such non-resident holder. The application of the Conventionwill change once the Protocol to amend the Convention dated March24, 2021 enters into effect and becomes applicable. The Protocolto amend the Convention dated 24 March2021 will enter into effect on 1 January2023. For MYT Netherlands, the Protocol toamend the Convention dated 24 March2021 will for the Netherlands apply for the fiscal year starting on 1 July2023, i.e.,the first fiscal year following 1 January2023. Following this change, the Dutch tax authorities could take the position that theexemption from Dutch dividend withholding tax for non-Dutch resident ADS holders under the Convention should be denied pursuant to theprincipal purpose test of the Protocol to amend the Convention. MYT Netherlands believes that it has strong arguments that the benefitsof the Convention cannot be denied under the principal purpose test of the Protocol to amend the Convention. This determination, however,depends on the relevant facts and circumstances, so there can be no assurance that a court will upheld MYT Netherlands' position, ifit is challenged.

Dividends distributed by MYT Netherlands to individualsand corporate legal entities who are resident or deemed to be resident in the Netherlands for Netherlands tax purposes (“NetherlandsResident Individuals” and “Netherlands Resident Entities” as the case may be) or to holders of ADSs that are neitherresident nor deemed to be resident of the Netherlands if the ADSs are attributable to a Netherlands permanent establishment of such non-residentholder are subject to Netherlands dividend withholding tax at a rate of 15%. The expression “dividends distributed” includes,among other things:

·distributions in cash or in kind, deemed and constructive distributions and repayments of paid-in capital not recognized for Netherlands dividend withholding tax purposes;
·liquidation proceeds, proceeds of redemption of ordinary shares, or proceeds of the repurchase of ordinary shares by MYT Netherlands or one of its subsidiaries or other affiliated entities to the extent such proceeds exceed the average paid-in capital of those ordinary shares as recognized for purposes of Netherlands dividend withholding tax, unless, in case of a repurchase, a particular statutory exemption applies;
·an amount equal to the par value of ordinary shares issued or an increase of the par value of ordinary shares, to the extent that it does not appear that a contribution, recognized for purposes of Netherlands dividend withholding tax, has been made or will be made; and
·partial repayment of the paid-in capital, recognized for purposes of Netherlands dividend withholding tax, if and to the extent that MYT Netherlands has net profits (zuivere winst), unless the holders of ordinary shares have resolved in advance at a general meeting to make such repayment and the par value of the ordinary shares concerned has been reduced by an equal amount by way of an amendment of our articles of association.

Netherlands Resident Individuals and NetherlandsResident Entities can generally credit the Netherlands dividend withholding tax against their income tax or corporate income tax liability.The same applies to holders of ADSs that are neither resident nor deemed to be resident of the Netherlands if the ADSs are attributableto a Netherlands permanent establishment of such non-resident holder.

Pursuant to legislation to counteract “dividendstripping,” a reduction, exemption, credit or refund of Netherlands dividend withholding tax is denied if the recipient of thedividend is not the beneficial owner as described in the Netherlands Dividend Withholding Tax Act 1965. This legislation targets situationsin which a shareholder retains its economic interest in shares but reduces the withholding tax costs on dividends by a transaction withanother party. It is not required for these rulesto apply that the recipient of the dividends is aware that a dividend strippingtransaction took place.

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Taxes on income and capitalgains

Netherlands Resident Individuals

If a holder of ADSs is a Netherlands ResidentIndividual, any benefit derived or deemed to be derived from the ADSs is taxable at the progressive income tax rates (with a maximumof 49.5%, rate for 2023 and 2023), if:

(a)the ADSs are attributable to an enterprise from which the Netherlands Resident Individual derives a share of the profit, whether as an entrepreneur or as a person who has a co-entitlement to the net worth (medegerechtigd tot het vermogen) of such enterprise, without being an entrepreneur or a shareholder in such enterprise, as defined in the Netherlands Income Tax Act 2001; or
(b)the holder of the ADSs is considered to perform activities with respect to the ADSs shares that go beyond ordinary asset management (normaal, actief vermogensbeheer) or derives benefits from the ADSs that are taxable as benefits from other activities (resultaat uit overige werkzaamheden).

If the above-mentioned conditions (a)and(b)do not apply to the individual holder of ADSs, the ADSs are recognized as investment assets and included as such in such holder’snet investment asset base (rendementsgrondslag). In 2023, such holder will in principle be taxed annually on a deemed income thatis calculated based on a variable return between 1.818% and 5.53% (depending upon the amount of such holder’s net investment assetsfor the year) of his or her net investment assets for the year at an income tax rate of 31%. For 2023, the deemed income is calculatedbased on a return of 6.17%, on assets other than bank savings and cash. The 6.17% is a preliminary rate, a final rate will be determinedby the Dutch government in early 2024. The 2023 income tax rate is 32%. The net investment assets for the year are the fair market valueof the investment assets less the allowable liabilities on January1 of the relevant calendar year. A tax free allowance may beavailable. Actual benefits derived from the ADSs are as such not subject to Netherlands income tax.

Netherlands ResidentEntities

Any benefit derived or deemed to be derived fromthe ADSs held by Netherlands Resident Entities, including any capital gains realized on the disposal thereof, will be subject to Netherlandscorporate income tax at a rate of 25.8% in 2024 and 2023 (a corporate income tax rate of 19% applies with respect to taxable profitsup to €200,000 in 2023 and 25.8% with respect to taxable profits above €200,000 in 2023).

Non-residents of the Netherlands

Holders of ADSs other than Netherlands ResidentIndividuals or Netherlands Resident Entities will not be subject to Netherlands taxes on any benefits derived or deemed to be derivedfrom ADSs shares, provided that:

(i)such holder does not have an interest in an enterprise or a deemed enterprise (statutorily defined term) which, in whole or in part, is either effectively managed in the Netherlands or is carried out through a permanent establishment, a deemed permanent establishment or a permanent representative in the Netherlands and to which enterprise or part of an enterprise the ADSs are attributable; and
(ii)in the event such holder is an individual, such holder does not carry out any activities in the Netherlands with respect to the ADSs shares that go beyond ordinary asset management and does not derive benefits from the ADSs that are taxable as benefits from other activities in the Netherlands.

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Gift and inheritance taxes

Residents of the Netherlands

Gift and inheritance taxes will arise in theNetherlands with respect to a transfer of the ADSs by way of a gift by, or on the death of, a holder of ADSs who is resident or deemedto be resident in the Netherlands at the time of the gift or his/her death.

Non-residents of the Netherlands

No Netherlands gift or inheritance taxes willarise on the transfer of the ADSs by way of gift by, or on the death of, a holder of ADSs who is neither resident nor deemed to be residentin the Netherlands, unless:

(i)in the case of a gift of ADSs by an individual who at the date of the gift was neither resident nor deemed to be resident in the Netherlands, such individual dies within 180days after the date of the gift, while being resident or deemed to be resident in the Netherlands; or
(ii)the transfer is otherwise construed as a gift or inheritance made by, or on behalf of, a person who, at the time of the gift or death, is or is deemed to be resident in the Netherlands.

For purposes of Netherlands gift and inheritancetaxes, amongst others, a person that holds the Netherlands nationality will be deemed to be resident in the Netherlands if such personhas been resident in the Netherlands at any time during the tenyears preceding the date of the gift or his/her death. Additionally,for purposes of Netherlands gift tax, amongst others, a person not holding the Netherlands nationality will be deemed to be residentin the Netherlands if such person has been resident in the Netherlands at any time during the twelvemonths preceding the date ofthe gift. Applicable tax treaties may override deemed residency.

Other taxes and duties

No Netherlands value added tax (omzetbelasting)and no Netherlands registration tax, stamp duty or any other similar documentary tax or duty will be payable by a holder of ADSs on anypayment in consideration for the acquisition, ownership or disposal of the ADSs.

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U.S. Taxation

Material U.S. Federal IncomeTax Consideration for U.S. Holders

Subject to the limitations and qualificationsstated herein, this section describes the material U.S. federal income tax consequences to U.S. holders (as defined below) of the ownershipand disposition of ADSs. This summary is not a comprehensive description of all U.S. tax considerations that may be relevant to a particularperson’s decision to acquire ADSs. This summary applies only to U.S. holders that acquired ADSs for cash and hold the ADSs as capitalassets within the meaning of Section1221 of the Code. This discussion addresses only U.S. federal income taxation and does notdiscuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including non-U.S., stateor local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on netinvestment income, or the alternative minimum tax. This summary does not describe all the tax consequences that may be relevant to anyparticular investor or to any special class of holder, including:

·a broker or dealer in securities,
·a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
·a tax-exempt organization or governmental organization,
·a tax-qualified retirement plan or other tax-deferred account,
·a bank, insurance company or other financial institution,
·a real estate investment trust or regulated investment company,
·a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock,
·a person that holds ADSs as part of a straddle, hedging, conversion, or other “integrated” transaction,
·a person that purchases or sells ADSs as part of a wash sale for tax purposes,
·a U.S. holder (as defined below) whose functional currency is not the U.S. Dollar,
·a U.S. expatriate or former citizen or long-term resident of the United States,
·persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States,
·a person who acquired ADSs pursuant to the exercise of any employee stock option or otherwise as compensation,
·a corporation that accumulates earnings to avoid U.S. federal income tax,
·an S corporation, partnership or other entity or arrangement treated as a partnership or other “pass-through” entity for U.S. federal income tax purposes (and investors therein),
·a person deemed to sell ADSs under the constructive sale provisions of the Code, and
·a person subject to special tax accounting rulesas a result of any item of gross income with respect to the ADSs being taken into account in an applicable financial statement.

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This discussion is based on the tax laws of theUnited States as in effect on the date of this report, including the Code, and U.S. Treasury regulations in effect or, in some cases,proposed, as of the date of this offering, the Treaty, as well as judicial and administrative interpretations thereof available on orbefore such date. All of the foregoing authorities are subject to change, and any such change could apply retroactively and could affectthe U.S. federal income tax consequences described below. The statements in this summary are not binding on the IRS or any court, andthus we can provide no assurance that the U.S. federal income tax consequences discussed below will not be challenged by the IRS or willbe sustained by a court if challenged by the IRS. In addition, this discussion is based in part upon the representations of the depositaryin the deposit agreement and the assumption that each obligation in the deposit agreement and any related agreement are being performedin accordance with its terms. See “Item 12.D - American Depositary Shares” and the form of deposit agreement incorporatedby reference as Exhibit2.1 to this report.

If an entity or arrangement that is treated asa partnership for U.S. federal income tax purposes holds the ADSs, the U.S. federal income tax treatment of a partner will generallydepend on the status of the partner and the tax treatment of the partnership. Partnerships holding the ADSs and partners in such a partnershipshould consult their tax advisors with regard to the U.S. federal income tax treatment of an investment in the ADSs.

As used herein, the term “U.S. holder”means a beneficial owner of ADSs that, for U.S. federal income tax purposes, is or is treated as:

·a citizen or resident of the United States,
·a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
·an estate whose income is subject to U.S. federal income tax regardless of its source, or
·a trust that (1)is subject to the supervision of a court within the United States and the control of one or more U.S. persons or (2)has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

In general, and taking into account the foregoingassumptions, for U.S. federal income tax purposes, a holder of ADSs will be treated as the owner of the shares represented by those ADSs.Exchanges of shares for ADSs, and ADSs for shares, generally will not be subject to U.S. federal income tax.

You should consult your tax advisor regardingthe U.S. federal, state and local tax consequences of owning and disposing of shares and ADSs in your particular circumstances.

Tax Status of MYT Netherlandsfor U.S. Federal Tax Purposes

For U.S. federal tax purposes, a corporationis generally considered to be a foreign corporation if it is organized or incorporated outside of the United States. Because MYT Netherlandsis incorporated under the laws of the Netherlands, it would be classified as a foreign corporation under these rules. Section7874of the Code provides an exception to this general ruleunder which a foreign incorporated entity may, in certain circumstances,be classified as a U.S. corporation for U.S. federal tax purposes.

Under Section7874, a corporation createdor organized outside the U.S. (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal tax purposesif (i)the foreign corporation directly or indirectly acquires substantially all of the properties held directly or indirectly bya U.S. corporation (the “Substantially All Test”), (ii)the former shareholders of the U.S. corporation from which theassets are acquired hold at least 80% (by either vote or value) of the shares of the foreign acquiring corporation after the acquisitionby reason of holding shares in the U.S. corporation from which the assets are acquired (the “Ownership Test”), and (iii)theforeign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’scountry of organization or incorporation relative to such expanded affiliated group’s worldwide activities. If all of the aforementionedrequirements are not satisfied, but would be satisfied if 80% was substituted for 60% in the Ownership Test, the foreign corporationis respected as a foreign corporation for U.S. federal tax purposes but limitations under Section7874 can apply (the “AdditionalLimitations”).

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In July2019, MYT Netherlands was a partyto an internal “foreign-to-foreign” Section368(a)(1)(F)reorganization (the “F Reorganization”), andnotwithstanding the fact that its operating assets were both non-U.S. and already owned through a foreign corporation prior to the FReorganization, the IRS could assert that the Substantially All Test was satisfied. Even if such an assertion were to be successful,however, we do not believe that such F Reorganization caused MYT Netherlands (or any of its affiliates) to be treated as a U.S. corporationfor U.S. tax purposes under Section7874 (or that the Additional Limitations thereunder are applicable) because, among other things,the Ownership Test should not be satisfied. However, the law and Treasury Regulations promulgated under Section7874 are complexand unclear in many regards, and there is limited guidance regarding the application of Section7874. Moreover, the IRS could assertthat subsequent transactions that resulted in ownership changes should be considered part of the F Reorganization and that Section7874applies to the combined transactions. Accordingly, there can be no assurance that the IRS will not challenge its status as a foreigncorporation or that such challenge would not be sustained by a court. If the IRS were to successfully challenge such status under Section7874,MYT Netherlands and its affiliates could be subject to substantial additional U.S. federal income tax liability, and the U.S. federaltax consequences to the holders of the ADSs would be materially different than set forth herein. The remainder of this discussion assumesthat MYT Netherlands will be respected as a foreign corporation for U.S. federal tax purposes under Section7874.

Dividends and Other Distributionson ADSs

Subject to the discussion below under “—PassiveForeign Investment Company Rules,” under the U.S. federal income tax laws, if you are a U.S. holder, the gross amount of anydistribution we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), otherthan certain pro-rata distributions of ADSs, will be treated as a dividend that is subject to U.S. federal income taxation. Distributionsin excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S.holders’ basis in the ADSs and any additional amounts thereafter will be treated as capital gain from the sale or exchange of theADSs (see “—Sale or Other Taxable Disposition of ADSs” below). MYT Netherlands may not maintain calculationsof its earnings and profits under U.S. federal income tax principles and, in such case, a U.S. Holder should expect that any distributionwill generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or ascapital gain under the rulesdescribed above. The depositary will be in constructive receipt of the dividend when the dividend ismade unqualifiedly subject to the demand of the depositary. Dividends generally will not be eligible for the “dividends receiveddeduction” allowed to U.S. corporations with respect to dividends received from other corporations.

Dividends received by noncorporate U.S. holders(including individuals) generally will be “qualified dividend income,” which is taxed at the lower rates applicable to longterm capital gains, provided that (1)(i)ADSs are readily tradeable on an established securities market in the United States,or (ii)MYT Netherlands is eligible for the benefits of the Treaty, (2)MYT Netherlands is not a PFIC (as discussed below)for either the taxable year in which the dividend was paid or the preceding taxable year, (3)the U.S. holder satisfies certainholding period requirements, and (4)the U.S. holder is not under an obligation to make related payments with respect to positionsin substantially similar or related property. MYT Netherlands has listed its ADSs on the NYSE and anticipates that such ADSs will bereadily tradeable on such established securities market. MYT Netherlands also anticipates that it will be eligible for the benefits ofthe Treaty. Accordingly, subject to the PFIC discussion below, MYT Netherlands generally expects that dividends it would pay will constitutequalified dividend income, provided that the U.S. holder satisfies the other requirements for such treatment set forth above. U.S. holdersshould consult their tax advisors regarding the availability of the preferential rate for qualified dividend income on dividends paidwith respect to the ADSs.

The amount of any distribution paid in Euros(or other foreign currency) will be equal to the U.S. Dollar value of the Euros (or other foreign currency) received, translated at thespot rate of exchange on the date such distribution is includible in the U.S. holder’s income, regardless of whether the paymentis in fact converted into U.S. Dollars at that time. The amount of any distribution of property other than cash will be the U.S. Dollarfair market value of such property on the date of distribution.

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Certaindistributions on the ADSs may be subject to German withholding tax, as discussed in “—German Taxation” aboveand the risk factor “If MYT Netherlands pays dividends, it may need to withhold tax on such dividends payable to holders ofits ADSs in both Germany and the Netherlands.” above. For U.S. federal income tax purposes, U.S. holders will be treated ashaving received the amount of any German taxes withheld with respect to any such distribution and, as a result, the amount of dividendincome a U.S. holder is required to include in gross income for U.S. federal income tax purposes with respect to a payment of dividendsmay be greater than the amount of cash actually received (or receivable) by such U.S. holder with respect to the payment. Subject tocertain limitations (some of which vary depending upon the U.S. holder’s circumstances), any such German tax withheld and paidover to Germany will generally be creditable or deductible against your U.S. federal income tax liability. However, under recentlyfinalized U.S. Treasury regulations, it is possible that such withholding tax will not be creditable unless the U.S. holder is eligibleto claim the benefits of the Treaty and elects to apply the Treaty. Special rulesalso apply in determining the foreign tax creditlimitation with respect to dividends that are subject to the preferential tax rates. To the extent a reduction or refund of the tax withheldis available to you under German law or under the Treaty, the amount of tax withheld that could have been reduced or that is refundablewill not be eligible for credit against your U.S. federal income tax liability. See “—German Taxation—German Taxationof Holders of ADSs—Withholding Tax Refund for U.S. Treaty Beneficiaries,” above, for the procedures for obtaining a taxrefund in Germany. The rulesgoverning the treatment of foreign taxes and foreign tax credits for U.S. federal income tax purposesare complex, and U.S. holders should consult their tax advisors about the impact of these rulesin their particular situations.

Dividends will generally be income from sourcesoutside the United States and will generally be “passive” income for purposes of computing the foreign tax credit allowableto you. However, if MYT Netherlands is 50% or more owned, by vote or value, by United States persons, then solely for foreign tax creditpurposes, a portion of its dividends allocable to its United States source earnings and profits may be treated as derived from sourceswithin the United States. This ruledoes not apply to United States-owned foreign corporations with less than 10% of earnings andprofits attributable to sources within the United States. MYT Netherlands expects to be 50% or more owned, by vote or value, by UnitedStates persons for the current taxable year, and therefore a portion of any dividends MYT Netherlands pays may be treated as derivedfrom sources within the United States for purposes of these rulessubject to the exception. A U.S. holder may not be able to offsetany foreign tax withheld as a credit against U.S. federal income tax imposed on that portion of any dividend that is from sources withinthe United States, unless the U.S. holder has income from sources outside the United States in the same foreign tax credit category fromother sources. MYT Netherlands does not intend to provide to any U.S. holders any information that may be necessary to determine theportion of the dividends (if any) that would be treated as from sources within the United States for any particular year for purposesof these rules. The rulesgoverning the treatment of foreign taxes and foreign tax credits for U.S. federal income tax purposesare complex, and U.S. holders should consult their own tax advisors about the impact of these rulesin their particular situations.

Sale or Other Taxable Dispositionof ADSs

Subject to the discussion below under “—PassiveForeign Investment Company Rules,” if you are a U.S. holder and you sell or otherwise dispose of your ADSs, you will recognizecapital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. Dollar amount that you realize andyour tax basis in your ADSs. A U.S. holder’s tax basis in the ADSs generally will equal the U.S. Dollar cost of such ADSs. Anysuch gain or loss generally will be treated as long term capital gain or loss if the U.S. holder’s holding period in the ADSs exceedsone year. Generally, for U.S. holders who are individuals (as well as certain trusts and estates), long-term capital gains are subjectto U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations. Any suchgain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Passive Foreign Investment CompanyRules

MYT Netherlands will be classified as a PFICfor U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either: (1)at least75% of its gross income is “passive income” for purposes of the PFIC rulesor (2)at least 50% of the value ofits assets (generally determined on the basis of a quarterly average) is attributable to assets that produce “passive income”or are held for the production of passive income. Subject to various exceptions, passive income for this purpose generally includes,among other things, dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale orexchange of property that gives rise to passive income. In determining whether MYT Netherlands is a PFIC, it will be treated as owningits proportionate share of the assets, and earning its proportionate share of the income, of any other corporation in which it owns,directly or indirectly, 25% or more (by value) of the stock.

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Under the PFIC rules, if MYT Netherlands wereconsidered a PFIC at any time that a U.S. holder holds ADSs, MYT Netherlands would continue to be treated as a PFIC for all succeedingyearsduring which such U.S. holder holds ADSs unless (1)MYT Netherlands ceases to be a PFIC and (2)the U.S. holder has made amark-to-market election under the PFIC rules, the U.S. holder has made a QEF Election (as discussed below) for the first taxable yearof the U.S. holder’s holding period during which MYT Netherlands is a PFIC, or the U.S. holder has made a QEF Election for a latertaxable year and has also made a “purging” election to recognize gain (which will be taxed under the rulesapplicableto “excess distributions” described below) as if the ADSs were sold for their fair market value on the day the QEF Electionis effective.

Based on the expected market price of MYT Netherlands’ADSs and the composition of MYT Netherlands’ income, assets and operations, MYT Netherlands does not expect to be treated as aPFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the determination of PFICstatus is based on an annual determination that must be made at the close of each taxable year, involves extensive factual investigation,including ascertaining the applicable value of all of MYT Netherlands’ assets on a quarterly basis and the character of each itemof income that it earns, and is subject to uncertainty in several respects. Therefore, there can be no assurance that MYT Netherlandswill not be classified as a PFIC for the current taxable year or for any future taxable year or that the IRS will not take a contraryposition.

If MYT Netherlands were considered a PFIC atany time that a U.S. holder holds ADSs (assuming such U.S. holder has not made a timely mark-to-market election, as described below),any gain recognized by the U.S. holder on a sale or other disposition (including certain pledges) of the ADSs, as well as the amountof any “excess distribution” (defined below) received by the U.S. holder, would be allocated ratably over the U.S. holder’sholding period for the ADSs. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt,in the case of an excess distribution) and to any year before we became a PFIC would be taxed as ordinary income. The amount allocatedto each other taxable year would be subject to tax (without reduction for losses) at the highest rate in effect for individuals or corporations,as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. For purposesof these rules, “excess distributions” for a taxable year are the amount by which any distributions received by a U.S. holderon ADSs in that taxable year exceeds 125% of the average of the annual distributions on the ADSs received during the preceding three-yearsor the U.S. holder’s holding period, whichever is shorter.

A U.S. holder can avoid certain of the adverserulesdescribed above by making a mark-to-market election with respect to its ADSs, provided that the ADSs are “marketable.”The ADSs are marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaningof applicable U.S. Treasury regulations. MYT Netherlands believes that the ADSs are generally “regularly traded” on a “qualifiedexchange” for this purpose and therefore, in any year in which the ADSs are regularly traded, the mark-to-market election may beavailable to a holder of ADSs if MYT Netherlands becomes a PFIC. If a U.S. holder makes the mark-to-market election, it generally willrecognize as ordinary income any excess of the fair market value of the ADSs at the end of each taxable year over their adjusted taxbasis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSs over their fair market valueat the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-marketelection). If a U.S. holder makes the election, the holder’s tax basis in the ADSs will be adjusted to reflect the income or lossamounts recognized. Any gain recognized on the sale or other disposition of ADSs in a year when MYT Netherlands is a PFIC will be treatedas ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously includedas a result of the mark-to-market election).

In addition, a U.S. holder that owns stock ina PFIC for U.S. federal income tax purposes will not be subject to the foregoing rulesif the U.S. holder makes a “qualifiedelecting fund” election (a “QEF Election”) for the first taxable year of the U.S. holder’s holding period duringwhich we are a PFIC. If a U.S. holder makes such a QEF Election with respect to a PFIC, the U.S. holder will be currently taxable onits prorata share of the PFIC’s ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively)for each taxable year that the entity is classified as a PFIC (regardless of whether such amounts are distributed to the U.S. holder),and will not be required to include such amounts in income when actually distributed by the PFIC. If MYT Netherlands determines thatit is a PFIC for any taxable year, it may not provide U.S. holders with the information necessary to make and maintain a valid QEF Election.Prospective U.S. holders should assume that a QEF Election will not be available.

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In addition, if MYT Netherlands were a PFIC or,with respect to a particular U.S. holder, were treated as a PFIC, (i)for the taxable year in which we paid a dividend or for theprior taxable year, the preferential dividend rates discussed above in “—Dividends and Other Distributions on ADSs”with respect to dividends paid to certain non-corporate U.S. holders would not apply and (ii)a U.S. holder will be subject to annualinformation reporting requirements.

The U.S. federal income tax rulesrelatingto PFICs are complex. U.S. holders should consult their tax advisors with respect to the acquisition, ownership, and disposition of ourADSs and the consequences to them of an investment in a PFIC

U.S. Information Reporting andBackup Withholding

Dividend payments with respect to ADSs and proceedsfrom the sale, exchange or redemption of ADSs may be subject to information reporting to the IRS and U.S. backup withholding. Backupwithholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes any other requiredcertification or is otherwise exempt from backup withholding. U.S. holders who are required to establish their exempt status may be requiredto provide such certification on IRS FormW-9. U.S. holders should consult their tax advisors regarding the application of the U.S.information reporting and backup withholding rules.

Backup withholding is not an additional tax.Amounts withheld as backup withholding may be credited against a U.S. holder’s U.S. federal income tax liability, and such U.S.holder may obtain a refund of any excess amounts withheld under the backup withholding rulesby timely filing an appropriate claimfor refund with the IRS and furnishing any required information.

Information With Respect toForeign Financial Assets

Certain U.S. holders treated as individuals maybe required to report information relating to an interest in ADSs, subject to certain exceptions (including an exception for ADSs heldin accounts maintained by certain U.S. financial institutions). Penalties can apply if U.S. holders fail to satisfy such reporting requirements.U.S. holders should consult their tax advisors regarding the applicability of these requirements to their acquisition and ownership ofADSs.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY.IT DOES NOT COVER ALL TAX MATTERS THAT MAYBE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT THEIR TAX ADVISOR ABOUTTHE TAX CONSEQUENCES OF AN INVESTMENT IN ADSs UNDER THE INVESTOR’S OWN CIRCUMSTANCES.

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5. Corporate Governance

5.1.General

MYT Netherlands Parent B.V. (MYT Netherlands)is a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid)with its corporate seat (statutaire zetel) in Amsterdam, the Netherlands, and its registered address and principal place of businessat Einsteinring 9, 85609 Aschheim, Germany. MYT Netherlands is subject to Dutch corporate law, subject to the Dutch Corporate GovernanceCode (Jaarboek ext verslaggeving 41043), its articles of association (statuten) and the rulesof procedure (reglementen)for the Management Board (bestuur) and Supervisory Board (raad van commissarissen). Since September7, 2020, MYT Netherlandshas its place of effective management in Germany. MYT Netherlands has a two-tiered board structure consisting of a Management Board anda Supervisory Board. The Management Board and the Supervisory Board are entirely separate corporate bodies, and, as a rule, no individualwill simultaneously be a member of both boards. The below summary describes our corporate governance.

5.2 Management Board

The Management Board is responsible for the day-to-daymanagement of the business in accordance with applicable laws, the articles of association of MYT Netherlands and the Management Board’srulesof procedure. In this role, the Management Board follows defined company princinples geared towards our long-term value creation.With that, the Management Board aims to guide the company to take responsibility and takes actions that are in the best interest forthe company. Therefore, it is essential to make things happen to generate an impact and to strive for obtaining the results the Companywants to achieve.

Pursuantto article 13 clause 1 of the articles of association, the Management Board consists of one or more members to be determined by the SupervisoryBoard. In fulfilling their duties, the members of the Management Board must act in the interest of MYT Netherlands and its related business.Under the articles of association of MYT Netherlands, members of the Management Board are appointed by the general meeting (algemenevergadering) upon a binding nomination by the Supervisory Board for a four-year term, with the possibility of re-appointment foranother term of four years. The general meeting and the Supervisory Board are each authorized to suspend or dismiss a member of the ManagementBoard from office at any time. A resolution of the general meeting to suspend or dismiss a member of the Management Board canbe adopted by a majority of the votes cast, without a quorum being required. The Supervisory Board has established rulesregardingthe decision-making process, working methods and specific tasks of the members of the Management Board in accordance with article 16clause 2 of the articles of association of MYT Netherlands. These rulesof procedure for the Management Board are available on theMYT website. The general meeting appoints the members of the Management Board. At least once annually, the Management Board evaluatesits own functioning as a whole and that of the individual Management Board members.

The following table setsforth the names and functions of the current members of our Management Board, their ages and their terms as of the date of this AnnualReport:

Name Nationality Gender Age Term
Ends
Position
Michael Kliger German male 57 2024 Chief Executive Officer
Dr.Martin Beer German male 56 2024 Chief Financial Officer
Sebastian Dietzmann German male 50 2025 Chief Operating Officer
Gareth Locke French male 49 2025 Chief Growth Officer

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The business address of themembers of our Management Board is the same as our business address: Einsteinring9, 85609 Aschheim/Munich, Germany.

The following is a brief summary of the businessexperience of the members of our Management Board:

MichaelKliger.Mr.Kliger has served as Chief Executive Officer and as a member of our ManagementBoard since September2020. He has served as President and Chief Executive Officer of mytheresa.com GmbH, Theresa WarenvertriebGmbH and MGG since March2015. He previously served as VP International at eBay Enterprise from March2013 to February2015.Previously, Mr.Kliger served as Executive Director at Accenture from September2010 to December2012. Prior to that,Mr.Kliger served as Managing Director at First Capital Partners GmbH from September2007 to September2010. Prior tothat, Mr.Kliger served as Vertriebsgeschäftsführer at real,- SB-Warenhaus GmbH from January2005 to April2007.Prior to that, Mr.Kliger worked at McKinsey& Company from February1992 to December2004 serving last as Principal.Mr.Kliger also served as a member of the Board of Directors of Valora AG from March2017 until October2022 and servedas Chair of the Nomination and Compensation Committee. He holds an MBA from Kellogg School of Management and a Diploma degree from theBerlin University of Technology.

Dr.MartinBeer.Dr.Beer has served as Chief Financial Officer and as a member of our Management Board sinceSeptember2020. Before joining Mytheresa in 2019, Martin Beer spent 14 years in CFO and COO roles in fast growth digital focusedand B2C and B2B e-commerce companies, namely RUBIX, SYNLAB, Weltbild and DBH. Prior to this, he worked at McKinsey& Companyfor five years, where he was part of the European Consumer Goods Leadership Team. He holds a Masters degree in Finance and EntrepreneurialLeadership and a PHD from the European Business School.

SebastianDietzmann.Mr.Dietzmann has served as Chief Operating Officer since November2020 and as amember of our Management Board since February2021. He has served as Chief Operating Officer and Managing Director of each of mytheresa.comGmbH, Theresa Warenvertrieb GmbH and Mytheresa Service GmbH since July2015. He previously served as Senior Director&Head of eCommerce Services International at eBay Enterprise from August2011 to June2015. Prior to that, he served as SeniorDirector Business Management at GSI Commerce from January2010 to July2011. Prior that, he served as Vice President of ProductManagement and Distribution at product + concept GmbH from March2005 to March2008. He holds a Diplom-Kaufmann degree fromthe Berlin School of Economics and Law.

GarethLocke.Mr.Locke has served as Chief Growth Officer since November2020 and as member of ourManagement Board since February2021. Mr.Locke has served as Chief Growth Officer of mytheresa.com GmbH since July2016.He previously served as Head of Marketing for Zooplus AG from January2012 until May2016. Mr.Locke also served as ManagingDirector of Zooplus France SARL. Prior to that, he was Associate Partner at Aquarius Consulting GmbH from April2010 until December2011.Prior to that, he served as Manager Corporate Development at PAYBACK GmbH from May2005 to March2010, as Project Manager atAyming GmbH from January2003 to May2005 and as a Consultant at Accenture in London from September1999 to November2002.Mr.Locke holds a Graduate business degreefrom the Burgundy School of Business and an MA in Economics and Finance from LeedsUniversity Business School.

Changes to our Management Board in fiscalyear 2024

Isabel MayChief Customer Experience Officerand member of our Management Board since February2021 stepped down as member of our Management Board in March2024.

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5.3 Supervisory Board

The Supervisory Board supervises the ManagementBoard, the Company’s general course of affairs, and its affiliated business. The Supervisory Board is accountable for these mattersto the general meeting. The Supervisory Board also provides advice to the Management Board. According to the articles of association,the Supervisory Board has a binding nomination right with respect to the appointment of members of the Management Board by the generalmeeting. Furthermore, prior approval of the Supervisory Board is required for certain significant matters that will be resolved uponby the Management Board. These are further set out in the rulesof procedure for the Management Board which are available on theMYT website.

In the fulfilment of their duty, the membersof the Supervisory Board shall act in the interest of MYT Netherlands and its related business. The articles of association provide thatthe Supervisory Board consists three or more members; the exact number is determined by the Supervisory Board. The Supervisory Boardcurrently consists of seven members. Members of the Supervisory Board are appointed by the general meeting for a four-year term, withthe possibility of re-appointment of another four-year term. So long as MYT Holding directly or indirectly owns 25% or more of the issuedand outstanding share capital of MYT Netherlands, members of the Supervisory Board will be appointed for a maximum period of four years,provided that, unless a member of the Supervisory Board resigns, dies or is removed earlier or upon his or her appointment a term shorterthan four years has been determined, his or her appointment period shall expire at the closing of the annual general meeting that willbe held in the fourth calendar year after the year of his or her appointment. Members of the Supervisory Board may be reappointed oncemore for another four-year period and then subsequently be reappointed again for a period of two years, which reappointment may be extendedby at most two years. In the event of a reappointment after an eight-year period, reasons are given in the Dutch annual report.

From and after the date MYT Holding directlyor indirectly owns less than 25% of the issued and outstanding share capital of MYT Netherlands, MYT Netherlands will be required tofile a declaration confirming such event with the Dutch Trade Register of the Chamber of Commerce and to publish a public announcementconfirming such filing. Effective at the time of filing of such declaration, the terms of the members of the Supervisory Board then inoffice will automatically be reduced to expire at the closing of the next annual general meeting, and thereafter the term of all membersof the Supervisory Board will expire each year at the closing of the annual general meeting. The general meeting appoints the membersof the Supervisory Board. A resolution of the general meeting to appoint a member of the Supervisory Board requires a simple majority.Members of our Supervisory Board may be dismissed at any time during their term of office by a resolution of the general meeting witha simple majority of the votes cast. In addition, any member of our Supervisory Board may resign at any time by giving written noticeof his or her resignation to the Company. The resignation or dismissal does not require cause.

To ensure that the Supervisory Board can carryout these functions properly, the Management Board shall timely provide the Supervisory Board with the information necessary for theperformance of the Supervisory Board’s duties. The Management Board is required to keep the Supervisory Board informed and to consultwith the Supervisory Board on all important matters.

The Supervisory Board has determined that certainmatters will require its prior written consent as set forth in the rulesof procedure of the Management which are available on theMYT website.

The following table sets forth the names andfunctions of the current members of our Supervisory Board, their ages, their terms as of (which expire on the date of the relevant year’sgeneral meeting of shareholders) and their principal occupations outside of our Company:

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Name Gender Age Term
Expires
Principal Occupation
Nora Aufreiter* female 64 2025 Director, The Bank of Nova Scotia and The Kroger Company
David B. Kaplan male 56 2024 Co-Founder, Director, Partner of Ares Management Corporation Co-Chairman and Chief Executive Officer of Ares Acquisition Corporation, Chairman of the Board of Directors of Cedars-Sinai Medical Center, and member ofthe President's Advisory Group of the University of Michigan
Marjorie Lao* female 50 2024 Director, Logitech SA, Monde Nissin UK Ltdand Sitecore Holding II A/S and on the Board of Commissioners of GoTo Gojek Tokopedia Group (Indonesia)
Cesare Ruggiero male 47 2024 Managing Director, CPPIB, member of the Board of Informatica Inc. and of Ports of America
Susan Gail Saideman* female 62 2024 Director, Church& Dwight Co.,Inc. and serves on the advisory board of Endeavor.org
Michaela Tod* female 54 2024 Director, a member of the Supervisory board of Robert Walters PLC. She served as an independent board member at Chiaro Technology ltd since November2022 and stepped into the role of CEO in July2023
Sascha Zahnd* male 49 2024 Director, member of the Board and Audit Committee of Logitechand independent board member and member of the strategy committee of Valeo in France.
*Independent Directors for purposes of the Dutch Corporate GovernanceCode

The following is a brief summary of the priorbusiness experience of the members of our Supervisory Board:

NoraAufreiter.Ms.Aufreiter was appointed as member and chairperson of our Supervisory Boardeffective 1 July2021. She currently serves on the Audit Committee and the Nominating, Governance and Compensation Committee. Sheis a former director and senior partner of McKinsey& Company, a global management consulting firm. Throughout her 27 year careerat McKinsey, Ms.Aufreiter held multiple leadership roles including Managing Director of McKinsey’s Toronto office, leaderof the North American Retail practice, the Digital and Omni Channel service line and was a member of the firm’s global personnelcommittees. She has worked extensively in the U.S., Canada and internationally serving her clients in consumer facing industries includingmajor retailers, financial institutions and other consumer-facing companies. Before joining McKinsey, Ms.Aufreiter spent threeyears in financial services working in corporate finance and investment banking. She is a member of the Board of Directors of The Bankof Nova Scotia where she is chair of the compensation committee and is a member of theriskcommittee. She is also amember of the Board of Directors of The Kroger Company where she is chair of the public responsibilities committee and a member of thefinancecommittee.In addition, Ms.Aufreiter is on the board of a privately held company, Cadillac Fairview Property Trust, a subsidiary of OntarioTeachers’ Pension Plan. Ms.Aufreiter also serves on the boards ofUnity Health Toronto, and is a member of the Dean’sAdvisory Board for the Ivey Business School in London, Ontario, Canada. Ms.Aufreiter holds a B.A. (Honours) in business administrationfrom the Ivey Business School at the University of Western Ontario and an M.B.A. from Harvard Business School. In June, 2018, Ms.Aufreiterwas awarded an Honorary Doctor of Laws at The University of Western Ontario.

DavidB. Kaplan.Mr.Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation. He isa member of the Ares Executive Management Committee and serves on several Ares Investment Committees including, among others, the AresCorporate Opportunities and Ares Special Opportunities Investment Committees. Additionally, Mr.Kaplan is the Co-Chairman and ChiefExecutive Officer of Ares Acquisitions Corporation II . Mr.Kaplan joined Ares in 2003 from Shelter Capital Partners, LLC, wherehe was a Senior Principal from June2000 to April2003. From 1991 through 2000, Mr.Kaplan was a Senior Partner of ApolloManagement, L.P. and its affiliates. Prior to Apollo, Mr.Kaplan was a member of the Investment Banking Department at Donaldson,Lufkin& Jenrette Securities Corp. Mr.Kaplan currently serves on the supervisory board of directors of MYT NetherlandsParent B.V., the parent entity of Mytheresa GmbH. Mr.Kaplan also serves as a member of the board of directors of X-Energy ReactorCompany, LLC and as the Chairman of the board of directors of the parent entity of Cooper's Hawk Winery& Restaurants. Mr.Kaplan'sprevious public company board experience includes Floor& Decor Holdings,Inc., Maidenform Brands,Inc., where heserved as the company's Chairman, GNC Holdings,Inc., Dominick's Supermarkets,Inc., Stream Global Services,Inc., OrchardSupply Hardware Stores Corporation, Smart& Final,Inc. and Allied Waste Industries Inc. Mr.Kaplan also currentlyserves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and on the President's Advisory Group of the Universityof Michigan. Mr.Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of BusinessAdministration degree, concentrating in Finance.

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MarjorieLao. Marjorie Lao (1974) was appointed to our Supervisory Board in November2020, and currently serves as Vice-Chairpersonof the Board and Chairperson of the Audit Committee. Ms.Lao is the former Executive Vice President and Chief Financial Officerof the LEGO Group, a position she held from February2017 to March2020, after serving as Senior Vice President - Finance andSenior Vice President - Corporate Finance from January2014 to January2017. Prior to joining the LEGO Group, Ms.Laowas the Vice President – Projects at Seadrill Limited during 2013. She served as the Senior Vice President - Finance and ChiefFinancial Officer at Tandberg ASA from 2006 to 2010, and as Vice President – Business Development and M&A in 2006. When Tandbergwas acquired by Cisco Systems,Inc., Ms.Lao joined Cisco as Senior Director – Finance and Senior Director – Strategyand Business Analytics from 2010 to 2012. Previously, she held Finance and Strategy managerial positions at McKinsey& Companyand Procter& Gamble Company in Asia. Ms.Lao currently serves on the Board of Directors of Logitech SA, Monde Nissin UKLtd, and Sitecore Holding II A/S, and on the Board of Commissioners of GoTo Gojek Tokopedia (Indonesia). She is also a member of theHarvard Business School European and Global Advisory Boards. Born in the Philippines, Ms.Lao holds a BSc degree in Business Administrationand Accountancy from the University of the Philippines, and an MBA from Harvard Business School. She was certified as a public accountantin the Philippines in 1996.

CesareJ. Ruggiero.Mr.Ruggiero has served as a member of our Supervisory Board since September2020and currently serves on theNominating, Governance and Compensation Committee. Mr.Ruggiero is a managing director with CPPInvestmentsand leadsthe Portfolio Value Creation group. He works with portfolio companies across private equity, infrastructureand sustainable energies investments to achieve full value potential. He serves on thePrivate EquityInvestment Committee.Prior to joining CPP Investments in 2014, Cesare worked at The Boston Consulting Group (BCG) where he advised companies in business strategyand operational improvement. Prior to BCG, Cesare worked at Capgemini (formerly Cap Gemini Ernst& Young) as the head of theU.S. M&A practice area and co-led the global M&A practice. Mr.Ruggiero is a member of the Board and the Nomination andGovernance Committee of Informatica Inc. since July2023. He serves on the board of Ports of America and is member of the CompensationCommittee and Operations Committee since December2021. Cesare holds an Hons. BA with high distinction in International Relationsfrom the University of Toronto.

SusanGail Saideman.Ms.Saideman was appointed to our Supervisory Board in November2020 and currentlyserves on the Audit Committee and is Chairperson of the Nominations, Governance and Sustainability Committee. Ms.Saideman is theChief Executive Officer and founder of Portage Bay Limited which provides consulting and advisory services. Previously, Ms.Saidemanserved as the General Manager for Amazon,Inc. (e-commerce) in Seattle from November2013 to November2016 and January2019to August2019, and in London as head of Amazon Fashion from November2016 to December2018. Prior to joining Amazon,Ms.Saideman held a series of General Management roles at Mars, Mikasa, Newell Rubbermaid and Campbell Soup. In these roles, sheworked across channels that included retail stores, wholesale and ecommerce as well as geographies that included the United States, Canada,Europe, China,India, Japan and the Middle East. Ms.Saideman started her career in finance at Chase Manhattan and as a strategyconsultant at Bain& Company before joining PepsiCo where she was promoted through increasingly responsible positions at Pepsi-ColaNorth America and KFC. Currently, Ms.Saideman is a board member of Church& Dwight since June2019 where she is alsoon the Audit and Governance, Nominating& Corporate Responsibility Committees. She serves on the advisory board of Endeavor.org.Previously, she was on the board of PrePac Manufacturing and DevaCurl. She also previously served on the boards of FIRST Washington andHarvey Mudd College. Ms.Saideman holds an MBA from Harvard business School and a BA from Dartmouth College.

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MichaelaTod.Ms.Tod was appointed to our Supervisory Board in January2021 and chairs the CompensationCommittee since September2022. Ms.Tod previously served as the co-Chief Executive Officer of ProSiebenSat1, a German broadcaster.Prior to this she spent 14 years at Dyson Technology Ltd, a premium electronics firm. At Dyson, she spent extensive time in East Asiaand served as President of the Greater China region. Ms.Tod is also on the board of Robert Walters plc, a global recruitment firm.She served as an independent board member at Chiaro Technology ltd since November2022 and stepped into the role of CEO in July2023.Ms.Tod holds an M.A. in Business and Economics from Wirtschaftsuniversität Vienna, Austria.

SaschaZahnd.Mr.Zahnd was appointed to our Supervisory Board in December2020 and serves on ourAudit Committee. Mr.Zahnd is the former Vice President Global Supply Chain from 2016 to 2019 and Vice President EMEA at Tesla Inc.from 2019 until end of 2020, an automotive and clean energy company. Prior to joining Tesla, Mr.Zahnd was the Vice President, Supply&Procurement at ETA S.A./The Swatch Group, a company designing and manufacturing watches, from 2010 to 2016. From 2001 to 2010, Mr.Zahndheld a series of management positions at IKEA, a multinational conglomerate in the home furnishing space. Mr.Zahnd serves on theBoard and Audit Committee of Logitech, is a Swiss public company listed on the SIX Swiss Exchange.He alsoserves as an independentboard member and member of the Strategy Committee of Valeo, a European company listed at Euronext in Paris governed by the laws of Franceand Europe.Mr.Zahnd is the former non-executive chairman and a member of the Audit Committee of Valora Holding AG, a Swissretail holding company.He also servedas president and a member of the Executive and Steering Committees of the Board of digitalswitzerland,an association and foundation of leading companies, organizations, academia and politics with the goal of establishing Switzerland asa leading global digital innovation hub.

Mr.Zahnd holds an Executive MBA degreefrom IMD Business School in Lausanne and a BA degree in Business Administration from University of Applied Sciences in Basel.

The Supervisory Board has established three committees:the Audit Committee, the Compensation Committee and the Nominations, Governance and Sustainability Committee. These committees assistthe Supervisory Board in its decision-making and report their findings to the full Supervisory Board, which takes the final decisionin all matters. Their tasks are laid down in the rulesfor procedure of the Supervisory Board, which is available on MYT Netherland’swebsite.

Agreements regarding the Supervisory Boardand the Management Board

No arrangements or understandings exist withany major shareholder, customer, supplier or other person pursuant to which any member of our supervisory board or management board hasbeen appointed or elected.orhas or elected

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Name of Committee Current Members

Audit Committee

Marjorie Lao (Chairperson)

Nora Aufreiter

Susan Gail Saideman

Sascha Zahnd

Compensation Committee

Michaela Tod (Chairperson)

David B. Kaplan

Cesare J. Ruggiero

Nora Aufreiter

Nominations, Governance and Sustainability Committee

Susan Saideman (Chairperson)

David B. Kaplan

Cesare J. Ruggiero

Nora Aufreiter

Audit Committee

The Audit Committee is comprised of four persons,one of whom is the chair. The Audit Committee undertakes preparatory work for the Supervisory Board’s decision making regardingthe supervision of the integrity and quality of financial reporting and the effectiveness of the internal risk management and controlsystems of MYT Netherlands. As set forth in the Audit Committee charter included in the rulesof procedure of the Supervisory Board,the Audit Committee’s duties and responsibilities to carry out its purpose, include, among others:

·monitoring effectiveness of the internal risk management and control systems of MYT Netherlands;
·monitoring the accounting process, the effectiveness of the internal control system, the risk management system and the internal audit system as well as the audit of the financial statements, in particular regarding the selection and independence of the auditor and the additional services to be provided by the auditor;
·monitoring of the Management Board with regard to: (i)the application of information and communication technology by MYT Netherlands, including risks relating to cyber security and data privacy; and (ii)the tax policy of the Company.
·recommendations and proposals to ensure the integrity and quality of the financial reporting process;
·evaluating the qualification, independence and performance of the independent external auditor;
·reviewing and discussing with the external auditor and the Management Board the annual audit plan, including critical accounting policies and practices to be used;
·reviewing and discussing with the external auditor and the Management Board the adequacy and effectiveness of the internal accounting controls and critical accounting policies;
·preparation of the review and discussion with the external auditor and the Management Board the results of the annual audit and the review of the quarterly unaudited financial statements;
·reviewing and discussing with the external auditor and the Management Board any quarterly or annual earnings announcements;
·reviewing and approving, as appropriate, any related party transactions and reviewing and monitoring, investigating and addressing potential conflict of interest or other ethical or compliance situations involving any members of the Management Board or any employee of MYT Netherlands or any of its subsidiaries on an ongoing basis for compliance with the Code of Conduct;

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·overseeing procedures for the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters;
·reviewing and evaluating the performance of the Audit Committee and its members; and
·preparation of the Supervisory Board’s resolution on the consolidated and unconsolidated financial statements. The Audit Committee will meet as often as required for a proper functioning of the Audit Committee, but in any event at least four times a year and additionally whenever one or more members have requested a meeting. The Audit Committee will in any event meet before the publication of the annual results.

Compensation Committee

Our Compensation Committee is comprised of fourpersons, one of whom is the chair. As set forth in the charter of the Compensation Committee included in the rulesof procedureof the Supervisory Board, the committee’s duties and responsibilities to carry out its purpose include, among others:

·making recommendations regarding the remuneration policy for both the Management Board and the Supervisory Board and monitoring its compliance;
·considering all aspects of compensation and employment terms for the Management Board, making recommendations to and preparing decisions of the Supervisory Board, discussing the terms of new service agreements for the members of the Management Board and amendments to existing agreements, including compensation guidelines, incentive programs, strategy and framework;
·commissioning, when appropriate, an independent review of the compensation guidelines and the compensation packages paid to the members of the Management Board, to ensure that the guidelines reflect the best practices and that the packages remain competitive and in line with market practice;
·presenting an evaluation of the Management Board’s performance and making a recommendation to the Supervisory Board regarding the employment terms and compensation of the Management Board;
·assisting the Supervisory Board in the oversight of regulatory compliance with respect to compensation matters, including monitoring our system for compliance with the relevant provisions of the Dutch Corporate Governance Code and the listing rulesof any relevant security exchange upon which ADSs are listed concerning the disclosure of information about compensation for the Management Board and other senior executives;
·reviewing and recommending any severance or similar termination payments proposed to be made to any current or former member of the Management Board;
·administering the MYT Netherlands’s incentive compensation plans and equity compensation plans; and
·making recommendations to the Supervisory Board with respect to the incentive compensation plans and equity-based compensation plans of MYT Netherlands and discussing and determining amendments to existing plans or the establishment of new management and employee compensation plans.

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Nominations, Governance and SustainabilityCommittee

Our Nominations, Governance and SustainabilityCommittee is comprised of four persons, one of whom is the chair. As set forth in the charter of the Nominations, Governance and SustainabilityCommittee included in the rulesof procedure of the Supervisory Board, the committee’s duties and responsibilities to carryout its purpose include, among others:

·keeping under review the size and composition (including the skills, experience, independence, knowledge, diversity and length of service) of the Management Board and the Supervisory Board and making recommendations to the Supervisory Board with regard to any changes that are deemed necessary;
·keeping under review the talent development senior executives of MYT Netherlands in view of appropriate succession planning taking into account the balance in the requisite expertise, experience and diversity;
·preparing and updating the Supervisory Board profile;
·drafting the selection criteria and appointment procedures for the recruitment of new managing directors and supervisory directors taking into account the specific requirements as included in the Articles of Association of MYT Netherlands;
·making proposals for appointment and reappointment of suitable Management Board candidates and Supervisory Board candidates to be presented to the general meeting;
·recommending supervisory directors to serve on the Committees of the Supervisory Board, giving consideration to the criteria for service on each committee as set out in the Charter for such committees;
·recommending supervisory directors to serve as the chairperson of the Committees of the Supervisory Board;
·reviewing and discussing sustainability and Environmental, Social, and Governance (ESG) strategy of MYT Netherlands;
·overseeing the corporate governance structure of the MYT Netherlands and developing, recommending to the Supervisory Board and monitoring compliance with the Dutch Corporate Governance Code and any other applicable corporate governance policies and regulations;
·if delegated to it, overseeing the annual evaluation of the Supervisory Board and reporting on its performance and effectiveness;
·establishing, monitoring and recommending the purpose, structure and duties of the Committees of the Supervisory Board, the qualifications and criteria for membership on each Committee of the Supervisory Board and, as circumstances dictate, making any recommendations regarding periodic rotation of supervisory directors among the committees; and
·reviewing and evaluating the performance of the Nominations, Governance and Sustainability Committee and its members.

5.3.1. Changes to our Supervisory Board infiscal 2024

There have been no changes to the SupervisoryBoard in FY 24. At all times, the composition of the Supervisory Board was such that the members were able to act critically and independentlyof one another as provided for under best practice provisions 2.1.7 to 2.1.9 of the Dutch Corporate Governance Code.

5.3.2. Activities of and evaluation by theSupervisory Board

The Supervisory Board provides oversight, evaluatesprogress and performance, maintains a sound and transparent system of checks and balances and advises the Management Board, when appropriate.It oversees the steps taken by the Management Board to formulate a sustainability and ESG strategy that is appropriate for MYT Netherlands.The focus is on long-term sustainable value creation to the best interest of all stakeholders of the company.

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Infiscal year 2024, the Supervisory Board held five meetings. All but three meetings had a (virtual) attendance of 100%, at two meetings(virtual) attendance was 85%. At the meetings standard items like financial and operational performance, governance and compliance andrisks associated with operations,IR updates and reports from the committees were discussed. The budget for the upcoming year fiscalyear 2024 was approved. The Supervisory Board discussed the company strategy, it received updates on the logistics infrastructure andon technology and cyber security. The Supervisory Board discussed the Company strategy in February2024 during an all-day meetingand the Strategy Plan and the strategy initiatives were approved by the Supervisory Board in February2024. During fiscalyear 2024, two sustainability updates were presented to the Supervisory Board: one in September2024 on the achievements of fiscalyear 2023 and to present the progresses and next steps of the ESG framework and the draft of the ESG report, and the second in February2024to present the sustainability progress of the first months of the fiscal year.

The Supervisory Board approved an executive officerincentive compensation recovery policy in November2023 and an updated version of the Diversity Policy of the Company. In June2024,the Supervisory Board approved the short-term incentive plan (“STI”) for fiscal year 2025 and the long-term incentive plan “LTI”) for 2025- 2027. After each meeting, the Supervisory Board met without management present.

The Audit Committee held four meetings all witha (virtual) attendance of nearly 100%. At the meetings regular items such as the interim review of the financial results, accounting,tax, risk management, legal and compliance, data protection and privacy, internal controls (SOX), treasury and insurance were discussed.In addition, there were in depth discussions about the design and operation of the internal control framework and risk management ofMYT Netherlands, the group policy on risk management, internal audit, cyber security and data protection. The Audit Committee recommendedto re-appoint KPMG as external auditor for the financial years up to and including 2026 and approved services to be provided by KPMG.The external auditor was present at four meetings. The Audit Committee met twice with the external auditor without management present.The Audit Committee discussed the Dutch statutory accounts for financial year 2024 in the presence of KPMG, the appointment of the externalauditor and the quarterly financial statements and the earnings announcements. The head of internal audit has direct access to the AuditCommittee and reports periodically to the Audit Committee regarding the activities of the Internal Audit Department’s activities.The Audit Committee met with the head of internal audit without management present regularly. The Audit Committee approved the focusareas for fiscal year 2024 in November2023 and approved the audit plan for fiscal year 2024 in May2024.

The Compensation Committee met in September,Octoberand December2023 and in Februaryand May2024.At these meetings the Compensation Committee discussed theshort term and long term executive incentive plans and its targets, reviewed the charter of the Compensation Committee and discussedthe remuneration of the members of the management board.

The Nominations, Governance and SustainabilityCommittee met in September2023 and in Februaryand May2024. At its meetings the Nominations, Governance and SustainabilityCommittee discussed the implementation of the diversity and inclusion initiatives and the diversity policy, it reviewed the compositionof the Boards, the succession matrix for the Management Board and it reviewed the skills matrix of the Supervisory Board. During theyear, the Committee received a detailed presentation on the first three tiers of management below the Chief Executive Officer. The ESGreport and the charter of the Nominations, Governance and Sustainability Committee were reviewed. It made proposals for the re-appointmentof members of the Management Board and the Supervisory Board.

TheSupervisory Board considers the evaluation of the boards, its committees and its members to be an important aspect of corporate governance.The Supervisory Board undertakes an annual evaluation of its own effectiveness and performance, of its Committees and individual membersand of the Management Board and its individual members. In May2024, the evaluation process was conducted internally andsupported by the company secretary. Using questionnaires completed by all directors, the key areas which were explored included: boardcomposition and functioning, access to and relationship with management, board expertise and dynamics, talent and succession planning,the Supervisory Board’s key areas of supervision in relation to strategy development, setting and monitoring the Company’sculture and values, financial performance, market developments, ESG topics, diversity and inclusion and risk and governance. The reviewalso covered the performance of the Committees and their effectiveness in achieving objectives and fulfilling their terms of reference.The results of the board evaluation were discussed in the Nominating, Governance and Sustainability Committee and subsequently presentedto the Supervisory Board and the Management Board. The outcome ofthe evaluation confirmed that the Management Board, the SupervisoryBoard and the Committees continue to operate effectively, and that all of our directors continue to demonstrate commitment to their role

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In accordance with the Articles of Association,all members of the Management Board and all members of the Supervisory Board will retire from the boards at the 2024 Annual General Meetingdue to expiration of their terms and will offer themselves for re-appointment. Based on the results of annual evaluation of the boards,its committees and its members seeking re-appointment at the 2024 Annual General Meeting, the Supervisory Board has accepted a recommendationfrom the Nominations, Governance and Sustainability Committee that each of the members of the boards be proposed for re-appointment atthe 2024 Annual General Meeting.

According to Articles of Association, the SupervisoryBoard meets as often as its chairperson or at least two members of the Supervisory Board or the Management Board deem necessary. OurArticles of Association provide that a quorum of the Supervisory Board members is present if at least half of its members entitled tovote are present or represented during such meeting.

Resolutions of our Supervisory Board are passedby a simple majority of the votes cast unless otherwise required by law, our Articles of Association or the rulesof procedure ofour Supervisory Board. In the event of a tie vote, the proposal is rejected.

5.4 Diversity Policy

At the end of 2022, a law was passed to amend Book 2 of the DutchCivil Code in connection with better balancing the ratio of men to women on the Management board and the Supervisory board of large NVsand large BVs. This law entered into force on 1 January2023. A Diversity Equity& Inclusion committee was establishedat the end of 2020 advising the Management Board on diversity and inclusion matters.

The Company recognizes that a mix of skills,experience and education is important for the functioning of the Company and its business. The Company recognises the importance of diversitywithin the composition of the Management Board and the Supervisory Board. The Company believes that a diverse composition contributesto balanced decision-making and a proper functioning of the Management Board and the Supervisory Board. In view of this, the Companyhas established a diversity policy pursuant to best practice provision 2.1.5 of the Dutch Corporate Governance Code. The Policy appliesto the Management Board and the Supervisory Board. In May2024, the diversity policy was reviewed and updated. The updated diversitypolicy can be found on the Company website.

The current composition of theManagementBoard and the Supervisory Board is considered toconstituteagood balance betweensector knowledge, experience,education,financial expertise and nationalities.The target set in the diversity policy is toachievea gender representationwithin each of the Management Board and Supervisory Board such that by the end of fiscal year 2026 each of the Management Board and theSupervisory Board jointly will at least have one third female members with relevant expertise and knowledge of digital, high-growth orinternational businesses Thecomposition of the Supervisory Board meets current gender diversity requirements.Our diversitypolicy is only applicable to the Supervisory Board and Management board. The Supervisory Board was composed of 57% women by the end ofJune2024 (FY 23: 57%), which allowed us to reach the goal stated in our diversity policy. After the a managing director steppeddown in March2024, there is currently a vacancy in the Management Board. It is our aim to propose the appointment of a female candidatefor this position at the annual general meeting in November2024. Until March2024, the Management Board was composed of 20%women (FY 23: 20%), which is a little below the 2026 target of our policy. In total, however, we have achieved a 42% share of women inour two boards (FY 23: 42%). Nevertheless, we have ESG commitments to diversity to cover all employees. The gender composition of theMB does not yet meet the gender diversity requirements (in comparison to the SVB), but Mytheresa Group is a very diverse company, withfemale leadership. This is an import inhouse value and will be respected.

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During the fiscal year, 85% of promotions toleadership positions went to women (FY 23: 82%) and 65 % of external hires for leadership positions went to women (FY 23: 47%). At theend of FY 24, 62% of the leadership roles were filled by women. This percentage has slightly increased in comparison to the 58% of womenin leadership at the end of FY 23. To engage all our teams in our ambition, a mandatory Diversity, Equity& Inclusion trainingof 90 minutes was rolled out in FY 20 to all current employees and is now included in the compulsory trainings for all new starters.The purpose of this training is to ensure that our teams are aware of issues related to diversity and inclusion, such as unconsciousbias, privilege or racism. In FY 24, more than 600 new employees joined the compulsory Diversity, Equity& Inclusion training.

5.5 General Meeting and Voting Rights

Each ordinary share is entitled to one vote.

Pursuantto article 36 of the articles of association, general meetings may be held in the district of Munich, Germany or in certain other municipalitieswithin the Federal Republic of Germany. There is in principle no quorum required for a general meeting. In principle, the adoption ofany resolution by the general meeting requires the affirmative vote of a simple majority of the votes permitted to be cast by personspresent and voting at a general meeting at which a quorum is present or, in each case, a unanimous resolution in writing. At least oncea year, a general meeting is held. Pursuant to Dutch law and our articles of association, the convening notice for a general meetingmust be made public at least eight days prior to the meeting by announcement on the MYT website. The agenda and explanatory notesfor the general meeting are published in advance on the website and are available at the depositary agent and at the offices of MYT fromthe day of the notice. No resolutions may be adopted on items other than those that have been included in the agenda. Resolutions maybe adopted if not all meeting formalities have been met, subject to the requirements set out in Dutch law, including that all personswith meeting rights consent to such method of decision-making.

The annual general meeting discusses the annualreport, adopts the annual accounts and votes on the discharge of the members of the Management Board and the Supervisory Board from liabilityas separate agenda items in the annual general meeting. The annual general meeting was held virtually on October27, 2023. Thisyear’s annual general meeting will be held on November12, 2024.

5.6 Share Capital

Under Dutch law and the MYT Netherlands articlesof association, the general meeting is authorized to issue shares. The general meeting may delegate its powers in this respect to anothercorporate body of MYT Netherlands and may revoke such delegation. On September17, 2020, the general meeting resolved to delegatethe authority to issue shares to the Management Board for a period of five years. The authority to issue shares is unlimited. A shareissue is effective as of the moment of the execution of a notarial deed of issuance of shares before a Dutch notary.

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5.7Corporate Governance Compliance

TheCompany acknowledges the importance of good corporate governance and seeks to consistently enhance and improve corporate governance performance,emphasizing transparency and a sustainablecultureof long-term value creation. MYT Netherlands has implemented standardsof corporate governance and disclosure policies applicable to companies listed on the stock exchange in New York. The Management Boardand the Supervisory Board support the principles and provisions of corporate governance contained the Dutch Corporate Governance Code2023 (the Dutch Code), with due regard for the recommendations of the Monitoring Committee in its annual reports and subjectto certain exceptions as explained below. The Dutch Code contains principles and best practice provisions that regulate relations betweenthe Management Board, the Supervisory Board and the general meeting. Dutch companies whose shares are listed on a government-recognizedstock exchange, such as the NYSE, are required under Dutch law to disclose in their statutory annual reports, filed in the Netherlandswhether or not they apply the provisions of the Dutch Code and, in the event that they do not apply a certain provision, to explain thereasons why they have chosen to deviate from such provisions (for example, because of a conflicting NYSE requirement). The Company doesnot comply with all best practices of the Dutch Code in order to follow market governance practices pursuant to the NYSE and US securitieslaws for companies listed in the United States.

The following recommendations of the Dutch Codeare not fully applied for reasons explained below:

Best practice provision 1.1.3 Report onthe role of the supervisory board in sustainable long term value creation

For purposes of consistency with our US annualreport, the Dutch statutory annual report does not include a separate report of the Supervisory Board. The reporting by the SupervisoryBoard is included in the Dutch annual report.

Bestpractice provision 1.2.1 Risk assessment and risk appetite, best practice provision 1.2.3 Monitoring of Monitoringof design and operation of internal risk management and control systems, best practice provision 1.4.3 Statement by themanagement board on risk management and internal control

As MYT Netherlands qualifies as an emerging growthcompany as defined in Section2(a)(19) of the US Securities Act, it is permitted to choose to follow disclosure requirements thatare scaled for newly public companies under Sarbanes-Oxley Act Section404(b).

Best practice provision 2.1.7 and 2.1.8of the Dutch Code: Independence of Supervisory Board members

Three out of the seven Supervisory Board membersat the end of the financial year, being Ms Saideman (member of the Board of our majority shareholder MYT Holding LLC), Mr.Ruggiero(CPPIB) and Mr.Kaplan (Ares) are not considered independent in accordance with the Dutch Corporate Governance Code as they arerepresentatives of CPPIB and Ares being respective shareholders of MYT Holding. Although Ms.Saideman is an independent directorof MYT Holding LLC and is not affiliated with any shareholder of MYT Holding, she is not considered independent in accordance with theDutch Corporate Governance Code due to such board membership. Ms.Saideman and Messrs.Ruggiero and Kaplan are considered independentfor NYSE and SEC purposes. As is customary for companies listed on the NYSE, the Company believes that having these directors on theSupervisory Board would better align their interests with those of the shareholders and provide the benefit of the expertise and historicalexperience with the Company’s business to the other members of the Supervisory Board.

Best practice provision 2.3.11 Report ofthe supervisory board

Forpurposes of consistency with the Company’s US annual report, the Dutch statutory annual report does not include a separate reportof the Supervisory Board. However, this Dutch statutory Directors and Supervisory Board report contains all information requiredto be included in the report of the Supervisory Board.

Best practice provision 2.3.4 of the DutchCode: Composition of the Committees

The Compensation Committee consists of four supervisorydirectors, two of whom are not considered to be independent under the Dutch Code. Mr.Ruggiero, an affiliate of CPPIB (one of theshareholders of MYT Holding), is a member of the Compensation Committee. Mr.Kaplan, an affiliate of Ares (one of the shareholdersof MYT Holding), is a member of the Compensation Committee. Messrs.Ruggiero and Kaplan are considered independent for NYSE andSEC purposes. As is customary for companies listed on the NYSE, the Company believes that having both directors on the Compensation Committeewould better align their interests with those of the shareholders and provide the benefit of the expertise and historical experiencewith the Company’s business to the other members of the Compensation Committee.

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The Audit Committee consists of four supervisorydirectors, one of whom is not considered to be independent under the Dutch Code. Ms.Saideman is a member of the Board of MYT Holding,is a member of the Audit Committee. Ms.Saideman is considered to be independent under the SEC and NYSE rulesfor service onthe Audit Committee. The Supervisory Board deemed Ms.Saideman as most suitable for her role in the Audit Committee given her professionalexperience supervising auditing and financial reporting matters.

Best practice provision 3.3.2: Remunerationof the Supervisory Board members

As the Company is listed on the NYSE, the Companyalso follows certain common U.S. governance practices, among others the customary practice of global companies listed on NYSE to remunerateSupervisory Board members partly with share grants. The members of the Supervisory Board will be granted restricted share unit awards,in the form of ADSs that will vest in their entirety after a full year of serving on the Supervisory Board by the respective membersof the Supervisory Board. The restricted share awards are intended to align the interests of the members of the Supervisory Board withthose of the public shareholders.

Best practice provision 4.3.3: Cancellingthe binding nature of a nomination or dismissal

This best practice provision provides that thegeneral meeting of a company not having a statutory two-tier status (structuurregime) may pass a resolution to cancel the bindingnature of a nomination for the appointment of a member of the management board or of the supervisory board and/or a resolution to dismissa member of the management board or of the supervisory board by a majority of the votes cast. It may be provided that this majority shouldrepresent a given proportion of the issued capital, which proportion may not exceed one-third. However, pursuant to the articles of association,a qualified majority of at least two-third of the votes cast, representing more than one half of the Company’s share capital, isrequired to cancel the binding nature of a nomination for the appointment of a member of the Management Board to better align the Company’sgovernance with the governance practices of companies listed in the U.S. where senior management is appointed by the board of directors,or in this case the Supervisory Board.

Material transactions

To the best of the Supervisory Board’sknowledge, there are no:

·material transactions between legal or natural persons who hold at least 10% of the shares in MYT Netherlands as meant by provision 2.7.5of the Dutch Corporate Governance Code;

·material transactions of the Company with a related party that are outside the framework of normal operations or not in line with normalmarket conditions (Article2:167 Dutch Civil Code); and

·restrictive agreements with shareholders. To the best of MYT Netherland’s knowledge, its shareholders are not a party to an agreementthat could lead to restrictions on trading in MYT Netherlands shares or on voting rights.

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5.8 Code of Business Conduct and Ethics andculture

MYT Netherlands has adopted a Code of BusinessConduct& Ethics (“Code of Conduct”), which covers a broad range of matters, including the handling of conflictsof interest, compliance issues and other corporate policies such as equal opportunity and non-discrimination standards. It includes theCompany's commitment to diversity, equity and inclusion and is available on the Company website. The Company also has a diversity, equity&inclusion committee. The Code of Conduct is embraced by the entire organization.

5.9 Risk management and control systems

See chapter 4.2 Risk management, risk appetiteand control systems of this report for an overview of the main characteristics of the Company's risk management and control systems relatingto the process of financial reporting by the Company and the Company's group companies whose financial information is included in theConsolidated Financial Statements. It is our view that given the nature of our business and the practice in our industry and consideringour shareholder structure, it is justified that only four Supervisory Board members are independent as set out in the Dutch Code 2023.We may need to deviate from the DCGC's independence definition for supervisory board members either because such provisions conflictwith or are inconsistent with the corporate governance rulesof the NYSE and U.S. securities laws that apply to us, or because suchprovisions do not reflect best practices of global companies listed on the NYSE. We may need to further deviate from the DCGC's independencedefinition for supervisory board members when looking for the most suitable candidates. For example, a future supervisory board candidatemay have particular knowledge of, or experience in our industry, but may not meet the definition of independence in the DCGC. As suchbackground is very important to the efficacy of our supervisory board, our supervisory board may decide to nominate candidates for appointmentwho do not fully comply with the criteria as listed under best practice provision 2.1.8 of the DCGC.

5.10 Environmental, Social and Governance(ESG)

The Management Board believes that contributingto a sustainable economy is a key responsibility for any company, and therefore also for MYT Netherlands. For the Management Board, workingto move MYT Netherlands’ business activities towards greater sustainability is, therefore, a key and integrated part of the businessstrategy. The Management Board considers it its duty to support and encourage MYT Netherlands to (further) develop its sustainabilitypolicy and to take the right steps towards achieving its goals. In 2024, the Management Board will keep close track of the further integrationof sustainability into the company’s long-term strategy.

ESGcriteria are embedded in our strategy, organizational structure and also planned to be in operations. In the second quarter ofFY 22, the governance structure for sustainability was defined. A sustainability committee was established and it comprises five members:

·Chief Executive Officer
·Chief Customer Experience Officer& Managing Director
·Chief Commercial and Sustainability Officer
·VP of Merchandise Planning and Sustainability Management
·Senior Sustainability Manager

Thesustainability committee meets at least quarterly to address all sustainability aspects, including new laws and regulations, and to monitorprogress towards our ESG commitments. During FY24, the sustainability committee held 10 meetings. The sustainability committeereports its findings to the full Management Board and twice a year to the Supervisory Board.

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Our legal and sustainability departments arein charge of monitoring new law and regulations regarding ESG accountability and of monitoring implementation. When new regulations onsustainability that may concern MYT Netherlands are detected, they are directly presented to the sustainability committee, which decideson its implementation and deadlines.

Mytheresa Commitment

The first Mytheresa Commitments were publishedin March2022 on our website with an update in October2023. These strategy commitments are based on the E-Commerce Standardof October2018, issued by the Sustainability Accounting Standards Board (SASB) and incorporates the perspectives of our employees,customers and investors. Sustainability is being integrated into our organization's long-term strategy through our commitments, whichhave a clear timeline and clear KPIs.

In November2022, the European Union adoptedthe Corporate Sustainability Reporting Directive (CSRD). CSRD is a non-financial disclosure regime from the EU for companies of 250+employees and/or € 50 million + revenue. Disclosure should provide a holistic picture of sustainability performance across ESG topicsfrom reporting year 2026 starting on July1st, 2025 onwards. Aim of this legislation is to stimulate investments in sustainablestocks by making ESG performance more transparent.

In FY 2023, MYT Netherlands has performed thefirst double materiality assessment following the recommendations of CSRD, which are formulated in the European Sustainability ReportingStandards (ESRS). This assessment has been reviewd in FY 2024. As indicated in the ESRS 1, engagement is central to the sustainabilitydouble materiality assessment process, for this reason 11 stakeholders, both internal and external were involved in this initial process.The results of this assessment were reflected in the updated version of the Mytheresa Commitments. The Mytheresa Commitments formalisethe inclusion of CSRD into the strategy of MYT Netherlands until the end of June2026. In October2023, new commitments wereidentified and published on our Website. MYT Netherlands, like other companies, is and will be confronted with the impact of global trendssuch as climate change. Since October2022, MYT Netherlands publishes yearly ESG reports, the Mytheresa Positive Change Report,covering the performance and progress addressing its ESG goals during the reporting year with transparency and accountability. This reportis based on the Mytheresa Commitments with focus on its four pillars: MyPlanet, MyTalent, MyProduct and MyPolicy. The report focussesnot only on people and environment but also our brand partners, products and corporate governance. We have defined and communicated relevantkey performance indicators (KPIs) to ensure we efficiently track and communicate our progress. Moving forward, we will publishan ESG report each year, until integration at the end of FY 26 of the sustainability information within the management report, in accordancewith the CSRD.

There are various reasons that have led to ESGbecoming an increasingly important factor, not only to investors but to all other relevant stakeholders. As a public company, we reportresults on a quarterly basis to investors and analysts and address relevant topics on a continuous basis. By securing an ongoing dialoguewith our stakeholders, we ensure their confidence in our sustainable long-term value creation which we believe is a crucial part of ourbusiness and to maintain a competitive advantage in a clearly consolidation luxury environment.

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6. Compensation Report

6.1. Compensation policy

Pursuant to Section2:135(1)DCC, ourGeneral Meeting has adopted a compensation policy for our management board members (the "Compensation Policy"). TheCompensation Policy is designed to:

·attract, retain and motivate management board members with the leadership qualities, skills and experience needed to support and promote the growth and sustainable success of the Company and its business;
·drive strong business performance, promote accountability, give management board members the incentive to achieve short and long-term performance targets with the objective of substantially increasing the Company's equity value;
·assure that the interests of the management board members are closely aligned to those of the Company, its business and its stakeholders; and
·ensure the overall market competitiveness of the compensation packages which may be granted to the management board members, while providing the supervisory board sufficient flexibility to tailor the Company's compensation practices on a case-by-case basis, depending on the market conditions from time to time.

We believe that this approach and philosophywill benefit the realization our long-term objectives while keeping with our risk profile.

The supervisory board is currently not contemplatingto propose any change to the Compensation Policy or the implementation thereof in the upcoming fiscal years.

MYT Netherlands Parent B.V. 2023 Omnibus IncentiveCompensation Plan

In connection with the IPOwe adopted the 2020 Plan, under which we granted equity-based awards in order to attract, motivate and retain employees and other serviceproviders, align the interests of such persons with our shareholders, and promote ownership of our equity or pay incentive compensation,including incentive compensation measured by reference to the value of our equity. This package consists of the “Alignment Grant”and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annualplan and selected employees. All equity instruments that were granted under the IPO related award package and the annual plan are accountedfor as equity-settled plans in accordance with IFRS2. At the annual general meeting held in November2023, the general meetingof the company adopted an amended and restated incentive compensation plan, referred as the MYT Netherlands Parent B.V. 2023 OmnibusIncentive Compensation Plan (the “2023 Plan”). The 2023 Plan no longer includes the Alignment Grant and the Restoration Grant.From 2023, restricted share units are granted to supervisory board members as part of their remuneration.

Remuneration of the Members of Our ManagementBoard

ServiceAgreements with Management Board Members.We established service agreements with all current members of ourManagement Board. We believe that the service agreements between us and the members of our Management Board provide for payments andbenefits that are in line with customary market practice.

Each of the service agreements has an indefiniteterm, subject to earlier termination by either party with sixmonths’ advance notice in writing to the other party at theend of any calendar month during which period the Management Board member may be placed on garden leave until the time of actual terminationof service. The compensation provided to the Management Board member pursuant to these agreements has three primary elements: (i)basecompensation, (ii)variable compensation, in the form of an annual bonus (“STI”) that may be earned based on the achievementof certain objectives mutually agreed between us and the Management Board member, and (iii)long term incentive compensation, inthe form of equity or equity-based awards in respect of our ADSs (“LTI”), that may be granted to the Management Board memberas determined in the discretion of the Supervisory Board and subject to the terms of our remuneration policy, as in effect from timeto time. In addition, the Management Board member is entitled to participate in employee benefit programs, including health insurance,disability benefits and annual vacation entitlement pursuant to the service agreement. The service agreement provides for a non-competitioncovenant that applies during the twenty-four month period following a termination of the Management Board member’s service in considerationfor the continued payment of the Management Board member’s half of monthly base compensation during such period. In addition, theservice agreement includes a perpetual confidentiality covenant and invention assignment covenant.

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BaseCompensation.Pursuant to our remuneration policy, the Supervisory Board will determine each Management Boardmember’s annual base compensation for his or her full term of appointment as a Management Board member, provided, that the SupervisoryBoard will, on an annual basis, review each Management Board member’s base compensation for adjustment in the Supervisory Board’ssole discretion. The Supervisory Board is under no obligation to increase any Management Board member’s annual base compensationyear over year.

STI.Theannual STI is a cash incentive award provided to Management Board members that is intended to reward performance based on the achievementof annual short-term objectives that are consistent with our long-term strategic objectives and economic value creation for our shareholdersand other stakeholders. Pursuant to our remuneration policy, each year, the members of the Management Board will be eligible to earnan STI award based on the achievement of specific targets established annually by the Supervisory Board no later than 60days afterthe beginning of the financial year to which the STI award relates. The STI award for a given financial year will be paid in the followingfinancial year, after our adopted annual accounts for the relevant financial year have been filed with the competent authorities. Individualand collective targets qualify as commercially sensitive information and, as such, we do not disclose these targets except as may berequired under applicable law or the rulesand regulations of the relevant listing exchange. The Supervisory Board has the authorityto adjust any STI award payout if changed circumstances have arisen during the performance period, such as a change in economic and businessconditions, a significant acquisition or disposition or a change in business strategy.

Effectivefor the financial year following the completion of this Annual Report, we established that the annual STI award has two performance goals:(i)a Gross Merchandise Value (GMV) goal, and (ii)an adjusted EBITDA goal, each of which is weighted in such amountsas determined by the Supervisory Board. The Supervisory Board may also adopt new or different performance goals at the beginning of thefinancial year. The GMV and the adjusted EBITDA goals are set by the Supervisory Board at the beginning of such financial year basedon the approved budget for such financial year.

LTI.TheLTI is an award of equity or equity-based compensation that is intended to encourage long-term economic and shareholder value creation,align the interests of the Management Board with those of the shareholders and ensure retention of the members of the Management Board.The LTI consist of an award of to acquire ordinary shares or ADSs, which takes the form of restricted shareunits, that are subjectto the terms and conditions of the MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan, as in effect from time to time(the “2023 Plan”), and an award agreement to be entered into between the Company and the Management Board member. The number,terms and frequency of LTI awards granted to members of the Management Board is determined by the Supervisory Board after taking intoaccount market levels and company-specific circumstances.

Effectivefor the financial year 2024 the LTI consist of a combination of performance-vesting equity awards, time-vesting equity awardsand awards of share options in each case, which represents the right to receive or purchase ADSs following satisfaction of the applicablevesting criteria, for members of the Management Board and the senior management group.

AnnualLTI grants of performance-vesting equity awards, time-vesting equity awards and share options are made to each member of the ManagementBoard in such amount, including the weighting of such amount, and subject to such other terms and conditions as determined by the SupervisoryBoard in accordance with the terms of our remuneration policy, as in effect from time to time.

The performance-vesting equity awards are inthe form of restricted share units (which are referred to as “LTI Performance Shares”). Subject to achievement of the applicableperformance goals and the recipient’s continued employment, the LTIP Performance Shares award is paid out in the form of ADSs atthe end of the applicable performance period.

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The time-vesting equity awards are in the formof restricted share units that will generally vest annually over a three year period from the date of grant, subject to continued employmentthrough each vesting date.

Share option awards represent the right to purchaseADSs at a predetermined exercise price. The awards will generally vest annually over a three year period from the date of the grant,subject to continued employment through each vesting date.

We anticipate that other employees who do notparticipate in the LTI award program may receive grants of time-vesting equity awards from time to time in the form of restricted shareunits that generally vest annually over three years.

6.2. Compensation of Management Board Members

The amount of compensation,including benefits in kind, accrued or paid to our management board members with respect to their service on the management board inthe year ended June30, 2024 was in total combined €17,481 thousand (previous year: €26,077 thousand). See note A.5.28in the Notes in the Consolidated Financial Statements for further details.

Our management board held the following sharesand/or options (both vested and unvested) as of June30, 2024:

a)Description of share-based compensation arrangements

In connection with the InitialPublic Offering (“IPO”) of MYT Netherlands Parent B.V. in January2021, we adopted the 2020 Plan (MYT Netherlands ParentB.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisoryboard members on January20, 2021. Selected key management members were granted an IPO related award package. This package consistsof the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisoryboard members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about aLong-Term Incentive Plan (LTI). As of July1, 2021, 2022 and 2023 the LTI was granted to certain key management members consistingof restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July1, 2023 certainstock options were granted to selected key management members. Mytheresa Group established an Employee Share Purchase Plan, with theintent to encourage long-term relationship with the company and its employees. Pursuant to paragraphs 21(g)and 24 of IAS 33, ascertain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculationof both basic and diluted earnings per share.

i)IPO Related One-Time Award Package

Alignment Grant

Under this share-based paymentprogram, the options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January20,2021). After vesting, each option grants the right to purchase one share at a predefined exercise price per share. The vested optionscan be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varyingexercise prices. Overall, 5,033,988 options with a weighted average exercise price of USD 8.30 were granted to management board members.

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In connection with a Rule10b5-1plan, established in December2021, certain members of our Management Board exercised 186,073 (2022: 71,086) Options of the Company’sADSs on the open market during the fiscal year ended June30, 2023 at a weighted average exercise price per ADS of $5.79.

Restoration Grant

Under this share-based paymentprogram, phantom shares were granted to the management board members. Each phantom share represents the right of the grantee to receiveone ADS in exchange for a phantom share. The granted phantom share vested immediately on the grant date and can be converted into anADS at any time for no consideration but are subject to transfer restrictions after conversion. Up to 25% of the granted phantom sharescan be transferred after conversion at any time after the second anniversary of the grant date. The remaining 75% of the granted phantomshares can be transferred after conversion if certain conditions are met or at the fourth anniversary of the grant date at latest. Thephantom shares can be converted into ADSs up to 10 years after the grant date. Overall, 1,597,751 phantom shares were granted to themanagement board members.

ii)Annual Plans

Asof July1, 2022, 294,424 RSUs were granted to selected key management members. Each RSU represents the right to receive anADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award ongrant date.

Outof the granted RSUs, 103,048 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 191,376 RSUs; “non-marketperformance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded willvest in substantially equal installments on each of June30, 2023, June30, 2024 and June30, 2025, subject to continuedservice on such vesting dates.

Thenon-market performance RSUs will vest after 3 years on June30, 2025 and contain a performance condition that will determine thenumber of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performancecondition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant dependingon the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant datefair value amounts to USD9.68 for the closing share price of the grant date.

As of July1, 2023,1,968,750 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary sharesrepresented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. As the LTI awardedon July1, 2023 was subject to approval by the shareholders, the grant date was the date of the Annual General Meeting (AGM) whenapproval was obtained on November8, 2023. Out of the granted RSUs, 1,063,125 RSUs; “time-vesting RSUs” will be subjectto a time-based vesting and 905,625 RSUs; “non-market performance RSUs” will be subject to a time and performance-based vesting.One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June30, 2024, June30,2025and June30, 2026, subject to continued service on such vesting dates.

The non-market performanceRSUs will vest after 3 years on June30, 2026 and contain a performance condition that will determine the number of shares awardableat the end of the performance period pursuant to the respective vested restricted share units. Potential award levels range from 25-200%of the grant depending on the achievement of a GMV growth and an adjusted EBITDA margin target over the three-year period. As the RSUsare not subject to an exercise price, the grant date fair value amounts to USD3.41 for 1,968,750 RSUs, which was approved in theAGM on November8, 2023.

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1,868,195 stock options weregranted to selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversariesof the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vestedoptions can be exercised up to 10 years after the service commencement date. The granted options are divided into three different trancheswhich have varying grant date fair value. As the stock options awarded on July1, 2023 were subject to approval by the shareholders,the grant date is the date of the AGM when approval was obtained on November8, 2023.

Additionally,On December15, 2023 further 435,854 stock options were granted, with service commencement date July1, 2023 on similarterms to same selected key management members. One third (1/3) of the options vest and become exercisable on each on the first threeanniversaries of the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00.The vested options can be exercised up to 10 years after the service commencement date. The granted options are divided into three differenttranches which have varying grant date fair value. As the stock options awarded on July1, 2023 were subject to approval by theshareholders, the grant date is the time of communication on December15, 2023 after approval of the AGM.

The following table summarizes the main featuresof the annual plan:

Type of arrangement

Key Management Members

Long-Term Incentive Plan

Type of Award Time-vesting
RSUs
Non-market
performance
RSUs
Time-
vesting
RSUs
Non-market
performance
RSUs
Time-
vesting
RSUs
Non-market
performance
RSUs
Stock
Options
Stock
Options
Service commencement date July1, 2021 July1, 2021 July1, 2022 July1, 2022 July1, 2023 July1, 2023 July1, 2023 July1, 2023
Grant date July1, 2021 July1, 2021 July1, 2022 July1, 2022 November8, 2023 November
8, 2023
November
8, 2023
December15, 2023
Number granted 32,219 59,836 103,048 191,376 1,063,125 905,625 1,868,195 435,854
Vesting conditions Graded vesting of 1/3 of the time vesting RSUs over the next three years. 3 year’s services from grant date and achievement of a certain level of cumulative gross profit. Graded vesting of 1/3 of the time vesting RSUs over the next three years. 3 year’s services from grant date and achievement of a certain level of cumulative gross profit. Graded vesting of 1/3 of the time vesting RSUs over the next three years. 3 year’s services from service commencement date and achievement of a certain level of cumulative GMV growth and adjusted EBITDA margin. Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date

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6.3 Supervisory Board Members

The amount of compensation, including benefitsin kind, accrued or paid to our supervisory board members with respect to the year ended June30, 2024 was in total combined €1,001thousand (previous year: €773 thousand).

iii)Annual Plans

Supervisory Board MembersPlan

As of July1, 2022,one Supervisory Board Member has been granted a certain number of restricted share awards. The ADSs (and the shares represented thereby)issued on the grant date pursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removedfrom the supervisory board prior to the vesting date. The granted equity instruments vested on June30, 2023. As the restrictedshare awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grantdate.

As of May8, 2023, 67,264RSUs were granted to four Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary shares representedthereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’swill vest on May8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closingshare price of the grant date.

Asof September5, 2023, 11,478 RSUs were granted to one Supervisory Board Member. Each RSU represents the right to receive an ADS(and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grantdate. The total number of RSU’s will vest on September5, 2024. As the RSUs are not subject to an exercise price, the grantdate fair value amounts to USD 3.63, the closing share price of the grant date.

As of November8, 2023,149,147 RSUs were granted to five Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary sharesrepresented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total numberof RSU’s will vest on November8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amountsto USD 3.52, the closing share price of the day before the grant date.

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The following table summarizes the main featuresof the annual plan:

Type of
arrangement
Supervisory Board Members plan
Type of Award Restricted Shares / Restricted Share Units
Date of first grant January20, 2021 July1, 2021 February9, 2022 July1, 2022 May8, 2023 September5, 2023 November8, 2023
Number granted 15,384 7,393 22,880 11,467 67,264 11,478 149,147
Vesting conditions The restricted shares vested in full on December31, 2021. The restricted shares vested in full on June30, 2022. The restricted shares vested in full on February8, 2023. The restricted shares vested in full on June30, 2023 The restricted shares Units are vested in full on May8, 2024 The restricted shares Units are scheduled to vest in full on September5, 2024 The restricted shares Units are scheduled to vest in full on November8, 2024

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7. Related Party Disclosures

For related party transactions that occurredin fiscal 2024, see Note A.5.27- Related Party Disclosures in the Notes to the Company Financial Statements (section 9). Best practiceprovision 2.7.5 of the DCGC, has been observed with regard to such transactions. No transactions of significance in which members ofour management board or our supervisory board had a conflict of interest, occurred in fiscal 2024.

7.1. Agreements with management board or supervisoryboard members

For a description of our agreements with ourmanagement board and supervisory board members, please see section 5.2. Management Board and 5.3. Supervisory Board.

7.2. Indemnification agreements

We have entered into indemnification agreementswith members of our management board and our supervisory board. Our articles of association require us to indemnify our management boardmembers and supervisory board members to the fullest extent permitted by law.

8. Protective Measures

Dutch law allows Dutch companies to have certainprotective measures in place, in order to safeguard the interests of a company, its business and its stakeholders. The Articles includecertain provisions that may discourage a potential bidder and may be perceived as protective measures.

·Management board members and supervisory board members can be appointed only pursuant to a binding nomination prepared by the supervisory board. This means that the nominee shall be appointed to the management board or supervisory board, as the case may be, unless the General Meeting strips the binding nature of the nomination, which requires a resolution by a two thirds majority representing at least half of the issued share capital.
·Certain material resolutions can only be adopted by the General Meeting at the proposal of the management board subject to the approval of the supervisory board. These resolutions include the resolutions to issue shares, to exclude preemption rights, to decrease the issued share capital, to amend the Articles, to enter into a merger or demerger or to liquidate the company.

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SIGNATURES

Munich, September19, 2024
The Management Board,
M. Kliger M. Beer
CEO CFO
[appointed on September21, 2020] [appointed on September21, 2020]
S. Dietzmann G. Locke
CGO COO
[appointed on January8, 2022] [appointed on January8, 2022]

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Supervisory Board,
M.D. Kaplan C. Ruggiero
[appointed on January7, 2022] [appointed on September17, 2020]
M. Lao S. G. Saidemann M. Tod
[appointed on November19, 2020] [appointed on November19, 2020] [appointed on January7, 2022]
S. Zahnd N. Aufreiter
[appointed on December12, 2020] [appointed on June30, 2022]

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Financial Statements Fiscal Year 2024

9. Consolidated Financial Statements as ofJune30, 2024

MYT Netherlands Parent B.V.

A.1 Consolidated Statements of Profit and lossand Comprehensive Loss

Year Ended June30,
(in € thousands, except share and per share data) Note 2022* 2023* 2024
Net sales A.5.9 687,781 766,003 840,852
Cost of sales, exclusive of depreciation and amortization (334,758) (386,027) (456,320)
Gross profit 353,023 379,976 384,532
Shipping and payment cost (97,697) (114,785) (135,547)
Marketing expenses (96,093) (112,001) (96,708)
Selling, general and administrative expenses A.5.10 (148,172) (147,691) (159,292)
Depreciation and amortization A.5.16 (9,088) (11,653) (15,205)
Other income (loss), net A.5.11 892 (2,527) 267
Operating income (loss) 2,865 (8,682) (21,953)
Finance income 0 358 5
Finance costs (998) (2,818) (4,777)
Finance income (costs), net A.5.12 (998) (2,460) (4,772)
Income before income taxes 1,867 (11,142) (26,725)
Income tax expense A.5.13 (11,184) (5,877) 1,814
Net loss (9,317) (17,019) (24,911)
Foreign currency translation (74) (19) (13)
Other comprehensive loss (74) (19) (13)
Comprehensive loss (9,391) (17,038) (24,923)
Basic and diluted earnings per share A.5.14 (0.11) (0.20) (0.29)
Weighted average ordinary shares outstanding (basic and diluted) – in millions (1) 86.3 86.6 86.8

*The comparative information is revised for comparisonpurposes. Please see Note A.5.7

(1)In accordance with IAS 33, includes contingently issuable shares that are fully vested and can be converted at any time for no consideration. For further details, refer to note A.5.14.

The accompanying notes are an integral part ofthese consolidated financial statements.

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MYT Netherlands Parent B.V.

A.2 Consolidated Statements of Financial Position

(after profit appropriation)

(in € thousands) Note June30, 2023* June30, 2024
Assets
Non-current assets
Intangible assets and goodwill A.5.15 155,283 154,951
Property and equipment A.5.16 37,227 43,653
Right-of-use assets A.5.17 54,797 45,468
Deferred tax assets A.5.23 59 1,999
Other non-current assets A.5.20 6,573 7,572
Total non-current assets 253,939 253,643
Current assets
Inventories A.5.18 360,262 370,635
Trade and other receivables A.5.19 7,521 11,819
Other assets A.5.20 42,113 45,306
Cash and cash equivalents 30,136 15,107
Total current assets 440,032 442,867
Total assets 693,970 696,511
Shareholders’ equity and liabilities
Subscribed capital A.5.21 1 1
Capital reserve A.5.21 529,775 546,913
Accumulated Deficit (87,856) (112,767)
Accumulated other Comprehensive Loss 1,509 1,496
Total shareholders’ equity 443,429 435,643
Non-current liabilities
Provisions A.5.24 2,646 2,789
Lease liabilities A.5.17 49,518 40,483
Deferred income tax liabilities A.5.23 296 12
Total non-current liabilities 52,459 43,284
Current liabilities
Tax liabilities A.5.23 22,987 10,643
Lease liabilities A.5.17 8,155 9,282
Contract liabilities A.5.25 16,932 17,104
Trade and other payables 71,085 85,322
Other liabilities A.5.25 78,924 95,235
Total current liabilities 198,083 217,585
Total liabilities 250,542 260,867
Total shareholders’ equity and liabilities 693,970 696,511

*The comparative information is revised for comparisonpurposes. Please see Note A.5.7

The accompanying notes are an integral part ofthese consolidated financial statements.

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MYT Netherlands Parent B.V.

A.3 Consolidated Statements of Changes in Equity

(in € thousands) Note Subscribed capital Capital reserve Accumulated deficit* Foreign currency translation reserve Total shareholders’ equity*
Balance as of July1, 2021* 1 444,951 (61,520) 1,602 385,034
Net loss - - (9,317) - (9,317)
Other Comprehensive Loss - - - (74) (74)
Comprehensive loss - - (9,317) (74) (9,391)
IPO related transaction costs A.5.21 - 1,249 - - 1,249
Share options exercised A.5.21 0 369 - - 369
Share-based compensation A.5.28 - 52,303 - - 52,303
Balance as of June30, 2022* 1 498,872 (70,837) 1,528 429,564
Balance as of July1, 2022* 1 498,872 (70,837) 1,528 429,564
Net loss - - (17,019) - (17,019)
Other comprehensive loss - - - (19) (19)
Comprehensive loss - - (17,019) (19) (17,038)
Share options exercised A.5.21 - 1,077 - - 1,077
Share-based compensation A.5.28 - 29,882 - - 29,882
Reclassification due to cash-settlement of Share-based compensation - (57) - - (57)
Balance as of June30, 2023* 1 529,775 (87,856) 1,509 443,429
Balance as of July1, 2023* 1 529,775 (87,856) 1,509 443,429
Net loss - - (24,911) - (24,911)
Other comprehensive loss - - - (13) (13)
Comprehensive loss - - (24,911) (13) (24,923)
Share-based compensation A.5.28 - 18,508 - - 18,508
Reclassification due to cash-settlement of Share-based compensation - (1,370) - - (1,370)
Balance as of June30, 2024 1 546,913 (112,767) 1,496 435,643

*The comparative information is revised for comparisonpurposes. Please see Note A.5.7

The accompanying notes are an integral part ofthese consolidated financial statements.

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MYT Netherlands Parent B.V.

A.4 Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flows

Year ended June30,
(in € thousands) Note 2022 2023 2024
Net loss (9,317) (17,019) (24,911)
Adjustments for
Depreciation and amortization A.5.16 9,088 11,653 15,205
Finance (income) costs, net A.5.12 998 2,460 4,772
Share-based compensation A.5.28 52,303 29,963 18,370
Income tax expense A.5.13 11,184 5,877 (1,814)
Change in operating assets and liabilities
(Increase) decrease in inventories A.5.18 16,910 (130,118) (10,374)
(Increase) decrease in trade and other receivables (3,246) 755 (4,293)
Decrease (increase) in other assets A.5.20 (47,501) 14,077 (3,609)
(Decrease) increase in other liabilities A.5.25 24,665 4,047 15,022
Increase (decrease) in contract liabilities 1,740 3,287 172
Increase (decrease) in trade and other payables 1,598 25,886 14,233
Income taxes paid (3,623) (5,918) (12,758)
Net cash provided by (used in) operating activities 54,799 (55,050) 10,015
Expenditure for property and equipment and intangible assets (11,923) (22,760) (11,809)
Proceeds from sale of property and equipment - 2 -
Net cash (used in) investing activities (11,923) (22,758) (11,809)
Interest paid (998) (2,460) (5,352)
Proceeds from exercise of option awards A.5.28 369 1,077 -
Lease payments A.5.17 (5,425) (4,059) (7,925)
Net cash (used in) provided by financing activities (6,054) (5,442) (13,277)
Net increase (decrease) in cash and cash equivalents 36,822 (83,250) (15,071)
Cash and cash equivalents at the beginning of the period 76,760 113,507 30,136
Effects of exchange rate changes on cash and cash equivalents (74) (122) 42
Cash and cash equivalents at end of the period 113,508 30,136 15,107

The accompanying notes are an integral part ofthese consolidated financial statements.

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MYT Netherlands Parent B.V.

A.5 Notes to the Consolidated Financial Statements

(Amounts in € thousands, except shareand per share data)

A.5.1 General

a)Reporting entity and relationship with parent company (companies)

MYT Netherlands Parent B.V.(the “Company”, together with its subsidiaries, “Mytheresa Group”) is a private company with limited liability,incorporated by MYT Holding LLC under the laws of the Netherlands on May31,2019. The statutory seat of the Company is inAmsterdam, the Netherlands. The registered office address and headquarters of the Company is at Einsteinring 9, 85609 Aschheim, Germany.The Company is registered at the trade register of the German Chamber of Commerce under number 261084.

As of June30, 2024,77.9% of the shares of the Company were held by MYT Holding LLC, Dallas, USA. The remaining shares are publicly held. The shares of theCompany have been listed on the New York Stock Exchange under the symbol “MYTE” since January21, 2021.

Theseconsolidated financial statements comprise the Company and its subsidiaries (collectively the ‘Group’ and individually ‘Groupcompanies’). For the previous reporting period, these financial statements cover the period July1, 2022 up to andincluding June30, 2024.x

The Company is an operatingholding company. Through its subsidiary Mytheresa Group GmbH (“MGG”), Mytheresa Group operates a digital platform for theglobal luxury fashion consumer, in addition to its flagship retail store and men’s location in Munich. Mytheresa Group startedas one of the first multi-brand luxury boutiques in Germany and launched its online business in 2006. Mytheresa Group provides customerswith a highly curated selection of products, access to exclusive capsule collections, in-house produced content, and a personalized,memorable shopping experience.

b)Financial reporting period

These financial statementscover the financial year which ended at the balance sheet date of June30, 2024.

c)Going concern

The financial statementsare prepared under the assumption that the business will continue as a going concern. Management believes that Mytheresa Group has adequateresources to continue operations for the foreseeable future.

d)Application of Section402, Book 2 of the Dutch Civil Code

The financial informationof the Company is included in the consolidated financial statements. For this reason, in accordance with Section402, Book 2 ofthe Dutch Civil Code, the separate profit and loss account of the Company exclusively states the share of the result of participatinginterests after tax and the other income and expenses after tax.

For an appropriate interpretationof these statutory financial statements, the consolidated financial statements of the Company should be read in conjunction with theseparate financial statements, as included elsewhere in this report.

A.5.2Basisof presentation

a)Statement of compliance

The consolidated financialstatements of the Company are part of the statutory financial statements of the Company. These consolidated financial statements havebeen prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“EU IFRS”),taking into account the recommendations of the International Financial Reporting Standards Interpretations Committee (“IFRIC”),and with Section2:362(9)of the Dutch Civil Code.

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Theconsolidated financial statements of Mytheresa Group were authorized for issue by the Management and Supervisory Board on September19,2024.

b)Basis of measurement

The accounting principlesset out below, unless stated otherwise, have been applied consistently for all periods presented in the consolidated financial statements.

The consolidated financialstatements have been prepared on a historical cost basis, unless otherwise stated. All amounts presented are rounded to the nearest thousandexcept when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.

c)Functional and presentation currency

The consolidated financial statements are presentedin EUR (“EUR”) which is the Group’s functional currency.

A.5.3 Related Party Financing Arrangementsand Prior Restructuring Transactions

For a detailed description of related party financingarrangements and prior restructuring transactions please refer to the section contained in our Annual Report for the fiscal year endedJune30, 2023, "A.5.3.Related Party Financing and A.5.4.Prior Restructuring Transactions”.

1.A.5.4.Impacts to the consolidated financial statements due to economic recession, inflation and war in Ukraine as well as in the Middle East.

Forfurther details please refer to in our Annual Report "3. Impacts to the consolidated financialstatements due to economic recession, inflation and war in Ukraine as well as in the Middle East.”.

A.5.5 Material Accounting Policies

A.5.5.1Basisof consolidation

The consolidated financialstatements include the accounts and results of the Company and its wholly owned subsidiaries.

The consolidated financialstatements have been prepared on a historical cost basis, unless otherwise stated. All amounts presented are rounded to the nearest thousandexcept when otherwise indicated. Due to rounding, differences may arise when individual amounts or percentages are added together.

Subsidiaries are entitiescontrolled by the Company. The Company controls an entity when it is exposed to, or has the right to, variable returns from its involvementwith the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from thedate on which control commences until the date on which control ceases.

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Besides MYT Netherlands ParentB.V. the following subsidiaries are included in the scope of consolidation:

Subsidiary Location Percentage of
ownership
Mytheresa Group GmbH Munich, Germany 100%
Mytheresa SE Munich, Germany 100%
Theresa Warenvertrieb GmbH Munich, Germany 100%
mytheresa.com GmbH Munich, Germany 100%
mytheresa.com Service GmbH Munich, Germany 100%
mytheresa Business Information Consulting Co Ltd. Shanghai, China 100%
Mytheresa US Services Inc. Delaware, United States 100%
Mytheresa International Services GmbH (1) Munich, Germany 100%
Mytheresa APAC Services Limited (2) Hong Kong, China 100%
Mytheresa UK Services Ltd.(3) London, United Kingdom 100%
Mytheresa Spain Services S.L.U.(4) Barcelona, Spain 100%
(1)Mytheresa International Services GmbH was founded in February22, 2022.
(2)Mytheresa APAC Services Limited was founded in February28, 2022.
(3)Mytheresa UK Services Ltd. was founded in May13, 2022.
(4)Mytheresa Spain Services S.L.U was founded in October30, 2023.
i.Transactions eliminated on consolidation

Intra-group balances andtransactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-grouptransactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investmentto the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, butonly to the extent that there is no evidence of impairment.

a)Current versus non-current classification

Mytheresa Group classifiesassets and liabilities by maturity. They are regarded as current if they mature within one year or within the normal operating businesscycle of Mytheresa Group. The normal operating business cycle, which is less than one year, begins with the procurement of inventoryand ends with the receipt of cash or cash equivalents as consideration for the sale of inventory. Inventories, trade and other receivables,and trade and other payables are always presented as current items.

b)Foreign currency translation

Mytheresa Group’s consolidatedfinancial statements are presented in Euro. For each entity, the Group determines the functional currency and items included in the financialstatements of each entity are measured using that functional currency. Functional currency is defined as the currency of the primaryeconomic environment in which each entity operates.

The assets and liabilitiesof entities with a functional currency other than the Euro, are translated into Euro at the exchange rates at the reporting date. Theincome and expenses of such companies are translated into Euro at the exchange rates at the dates of the transactions. Foreign currencytranslation differences are recognized in other Comprehensive Loss and accumulated in the foreign currency translation reserve.

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For entities with Euro astheir functional currency, transactions denominated in foreign currencies are translated at the exchange rates prevailing on the dateof transaction. Balance sheet items denominated in currencies other than Euro, are translated at the closing rate for each reportingperiod, with resulting translation differences recognized within finance expenses, net.

c)Revenue recognition

All revenue generated byMytheresa Group is included within net sales on the consolidated statement of profit and Comprehensive Loss.

Mytheresa Group generatesrevenue primarily from the sale of merchandise shipped to customers. In 2022, Mytheresa also introduced the Curated Platform Model (CPM),whereby it recognizes commission revenue for the rendering of services.

Management applies the followingfive step model when determining the timing and amount of revenue recognition:

1.Identifying the contracts with customers;
2.Identifying the separate performance obligations;
3.Determining the transaction price;
4.Allocating the transaction price to separate performance obligations; and
5.Recognizing revenue when each performance obligation is satisfied.

All revenues of MytheresaGroup qualify as contracts with customers and fall in the scope of IFRS15.

Mytheresa Group recognizesrevenues to reflect the transfer of goods or services to customers at an amount that represents the consideration the entity expectsto receive including fixed amounts, variable amounts or both, such as returns, rebates and discounts.

Shipping and payment costsconsist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales andpayment processing fees paid to third parties. Shipping and payment costs fluctuate based on the number of orders shipped and net sales.General increases are due to a higher share of international sales and a higher share of countries where the company bears all customsduties for the customer, for example in the USA.

Retail sales

Mytheresa acts as a principaland sells merchandise through its online website as well as physical stores. Revenue is recognized when control of the goods is transferredto the customer, which occurs upon delivery to the customer or point of sale for sales in physical stores.

Goods sold for online salesto the customers can be returned or exchanged within 30days of receipt of the goods. For expected returns, Mytheresa Group recognizesa refund liability as a reduction of revenue and a corresponding right of return asset as reduction of cost of sales, based on actualreturns as of the date of authorization for issue of the financial statements as well as and expected future return rates that is derivedfrom historical data.

Delivery occurs when theproducts have been shipped to the specific location, the risks of loss have been transferred to the customer, and either the customerhas accepted the products in accordance with the sales contract, the acceptance provisions have lapsed or Mytheresa Group has objectiveevidence that all criteria for acceptance have been satisfied. A contract liability is therefore recognized for products which have shipped,but delivery to the customer has not yet occurred. The related revenue is recognized when the customer obtains control of the product.A contract liability is also recognized from the sale of gift cards and vouchers. As the entity expects to be entitled to a breakageamount, it recognizes the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer. The expectedbreakage is based on historical data adjusted for current expectations.

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Mytheresa Group assessesall promised goods and services and identified performance obligations at contract inception. Contracts with customers include a singleperformance obligation, for example, the sale of a distinct bundle of goods, including related activities to provide these goods andservices (packaging, shipping, credit card processing, settlement of duties and other transaction processing activities). As these relatedactivities are not distinct performance obligations, revenue for these services is recognized concurrently with the delivery of the product.

No element of financing isdeemed present as sales require immediate upfront payment from the customer, and satisfaction of the performance obligation is withina short period of time, which is consistent with market practice.

Variable consideration mightoccur in form of promotional discounts. Mytheresa Group includes variable consideration estimated in accordance with IFRS15.53in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenuerecognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. As the contractsinclude only a single performance obligation, the transaction price is allocated to that performance obligation.

Commission sales

This revenue stream is relatedto the Curated Platform Model (CPM), which provides sellers (brand partners) the ability to sell their goods to customers on the Mytheresaplatform. In this case, Mytheresa generates a commission fee (normally a percentage of the selling price), which is based on agreementswith brand partners.

Mytheresa’s performanceobligation with respect to these transactions is to arrange the transaction through its online platform and to provide related services,which include shipping and payment-related activities.

Those are not consideredseparate promises to the end customer and therefore the revenue recognition of the related fees occurs concurrently with the commissionwhich is when goods are delivered to the end customer.

However, the Group does notobtain control over the goods in advance of transferring the goods to the end customer and does not have any discretion in setting theprice of the goods to be sold, nor does it bear the inventory risk for the goods to be shipped to the customer. As such, the Group isconsidered to be an agent in these transactions and recognizes revenue on a net basis for the agreed upon commission at the point intime when the goods are delivered to the end customer.For expected returns, Mytheresa Group recognizes a refund liability for commissionsthat will be refunded upon return of the goods.

d)Intangible assets and goodwill

Mytheresa Group’s intangibleassets and goodwill primarily result from the acquisition of the Mytheresa operations by Mytheresa Group GmbH (“MGG”) in2014. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairmentlosses, if any. The useful life of intangible assets is assessed as either finite or indefinite.

Intangible assets witha finite useful life

Intangible assets with afinite useful life consist of licenses and software. Intangible assets with a finite life are amortized over their estimated useful economiclife on a straight-line basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired.The amortization period and the amortization method of intangible assets with a finite useful life are reviewed at least annually, withany changes treated as changes in accounting estimates. Changes in the expected useful life or the expected pattern of consumption ofthe assets’ future economic benefits are considered when assessing the amortization method and useful life of the asset.

Amortization expense on intangibleassets with finite lives is recognized in the consolidated statement of profit and Comprehensive Loss within depreciation and amortization.

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The estimated useful lifeof licenses is based on the contractual term period and for purchased software is three years.

Intangible asset withindefinite life

Mytheresa Group recognizestrademarks intangible assets for Mytheresa brand names. As the trademarks are core to the business and as there is no foreseeable limitto the future cash flows generated by the intangible asset, trademarks are assessed as indefinitely lived. Mytheresa Group assesses trademarksfor impairment and potential changes in useful life annually in the fourth quarter, or when an event becomes known that may trigger impairment.

Goodwill

Mytheresa Group’s goodwilloriginated from the MGG acquisition in 2014 and represents the difference between the purchase price and the net identifiable assetsacquired.

Goodwill is not amortizedbut reviewed for impairment at least annually. Mytheresa Group consists of two cash generating units (“CGU”), which representthe lowest level in which the goodwill is monitored for internal management purposes. Any potential impairment of goodwill is identifiedby comparing the recoverable amount of a CGU to its carrying value. Goodwill is reduced by the amount of impairment, if any. If the impairmentexceeds the carrying amount of goodwill, the carrying values of the remaining assets in the CGU are reduced by the excess on a pro-ratabasis. The Company tests goodwill for impairment annually in the fourth quarter of the year, or when an event becomes known that maytrigger impairment.

e)Property and equipment

Property and equipment isstated at historical cost, net of accumulated depreciation and accumulated impairment losses, if any. Historical cost includes any expendituresthat are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use.

Property and equipment, netis depreciated on a straight-line basis over each asset’s expected useful life. When significant parts of a fixed asset have differentuseful lives, they are accounted for as separate components and depreciated separately. Depreciation methods, useful lives and residualvalues are reviewed at least annually and adjusted prospectively, if appropriate.

Mytheresa Group applies thefollowing useful lives when estimating depreciation of property and equipment, net:

Asset type Estimated useful life
Construction in progress -
Leasehold improvements over the period of the lease
Other fixed assets and office equipment 3 - 15 years

Construction in progressare being capitalized but not depreciated yet.

If a leasehold improvementis expected to be in use after the expected expiration date of its associated lease, then it is depreciated over its estimated usefullife.

All repair and maintenancecosts are expensed when incurred.

Mytheresa Group assessesproperty and equipment, net for impairment whenever there is an indication of potential impairment.

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f)Leases

The determination of whetheran arrangement is, or contains, a lease is based on the substance of the arrangement at inception. The arrangement is, or contains, alease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to usethe asset or assets, even if that right is not explicitly specified in an arrangement. Mytheresa Group assesses at the inception of thecontract whether the contract is or contains a lease.

Mytheresa Group’s leasesconsist of real estate and company cars. Lease terms are negotiated on an individual basis and may contain a range of different termsand conditions. Lease contracts may be negotiated for fixed periods or include extension options.

To determine the lease terms,all facts and circumstances which offer economic incentives to exercise extension options are included. If it is reasonably certain thata lease term will be extended, the related extension option is included. The lease terms include fixed payments as well as variable paymentsthat depend on an index.

Extension options are includedin the determination of the lease liability to the extent that it is reasonably certain that those options will be exercised by MytheresaGroup. Management of Mytheresa Group reviews forecasts, planned growth and facility capacity when determining whether an extension optionis reasonably certain to be exercised.

The lease liability is subsequentlymeasured as the present value of the expected lease payments. To determine the present value, Mytheresa Group discounts the remaininglease payments with the incremental borrowing rate of the lessee. The incremental borrowing rate is the interest rate that MytheresaGroup would be required to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset ofa similar value to the right-of-use asset as the underlying lease agreement in a similar economic environment. Mytheresa Group appliedincremental borrowing rates between 0.96% and 7.5% for the periods presented.

Right-of-use assets are measuredat cost at the date of lease commencement. The cost is comprised of the initial lease liability measurement and any lease payments madebefore the commencement date, less any lease incentives received and estimated cost of dismantling and removing the underlying assetincurred by the lessee.

After the commencement date,Mytheresa Group measures right-of-use assets at cost less accumulated depreciation and any accumulated impairment losses.

For subsequent measurement, the carrying amountof the lease liability is increased to reflect the interest on the lease liability and reduced to reflect the lease payments made. Thefinance expenses associated with the lease term are recognized in the consolidated statement of profit and Comprehensive Loss over thelease term.

To date, no impairment losses have been identifiedon Mytheresa Group’s right-of-use assets.

Mytheresa Group elected to apply an exemptionfor low value leases in accordance with IFRS 16. Low value leases are leases with contract amounts below EUR 5 thousand. Lease paymentsassociated with low value leases are expensed on a straight-line basis over the lease term. Accordingly, no right-of-use assets or leaseliabilities are recognized for low value leases.

g)Inventories and Cost of Sales

Inventories are measuredat the lower of cost or net realizable value. Costs are assigned to individual items using the weighted average cost method. Costs ofpurchased inventory are determined after deducting rebates and discounts.

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Inventory is written downwhen its net realizable value is below its carrying amount. Mytheresa Group estimates net realizable value as the amount at which inventoriesare expected to be sold, taking into consideration fluctuations in selling prices due to seasonality, less estimated costs necessaryto complete the sale. When circumstances that previously caused inventories to be written down below cost no longer exist or when thereis clear evidence of an increase in selling prices, the amount of the write-down previously recorded is reversed.

The carrying amount of inventoriesis expensed as inventories are sold and recognized in cost of goods sold. Write-downs to net realizable value and losses are expensedin the period they occur. Any reversal of write-downs is recognized in the period the reversal occurs.

Costof sales, exclusive of depreciation and amortization includes the cost of merchandise sold, net of trade discounts, in addition to inventorywrite-offs and delivery costs of product from our brand partners to our central warehouse, where we act as the principal. These costsfluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incurcost of sales as the purchase price of the goods sold is borne by the CPM brand partner.

h)Financial instruments—Initial recognition and subsequent measurement

A financial instrument isany contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. Theseinclude both non-derivative financial instruments, such as trade and other receivables and payables, and derivative financial instruments,such as foreign exchange contracts.

Financial instruments arerecognized when Mytheresa Group becomes party to the contractual provisions of the financial instrument. Generally, purchases and salesof financial assets are initially recognized at the settlement date.

Upon initial recognition,all financial assets and financial liabilities are measured at fair value plus or minus any directly attributable transaction costs,unless a financial instrument is classified at fair value through profit or loss.

Mytheresa Group categorizesall financial assets and financial liabilities at initial recognition. Mytheresa Group generally do not require collateral or other securityfrom our customers.

Measurement categories

Financial assets and financialliabilities are grouped into the following categories according to IFRS 9:

·measured at amortized cost (“AC”), which includes Mytheresa Group’s cash and cash equivalents, trade and other receivables and other assets, as well as trade and other payable, liabilities to banks and Shareholder Loans, and
·measured at fair value through profit or loss (“FVTPL”), which includes Mytheresa Group’s free-standing derivatives (foreign exchange options) with a positive or negative fair value.

Classification of financialassets depends on the business model used for managing financial assets and on the characteristics of the contractual cash flows involved.Financial assets are classified within AC category only when they are held exclusively to collect the contractual cash flows and whentheir contractual terms comprise cash flows that are solely payments of principal and interest on the principal amount outstanding. Withthe exception of derivatives, all financial assets are classified at AC.

Cash and cash equivalentsconsist of cash held at banks or financial institutions, with a bank license e.g. PayPal and cash on hand. Trade and other receivablesare generally accounted for at AC less any impairment using the simplified approach. Deposits granted for rent which are not relatedto credit lines are recorded under Non-current financial assets as restricted cash since they are not available for use in the operatingbusiness of Mytheresa Group. Non-current financial assets are recognized at nominal value.

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Financial liabilities aregenerally classified at amortized cost. There are some exceptions, for example financial liabilities at fair value through profit orloss including derivatives not designated as hedging instruments. Financial liabilities need to be analyzed to determine whether theycontain any embedded derivative. If the embedded derivative is not closely related to the host contract, such derivatives must be separatedand be accounted for separately at FVPL.

Subsequent measurement

Financial assets and financialliabilities in the AC category are subsequently measured using the effective interest method. Using the effective interest method, alldirectly attributable fees, consideration paid or received, transaction costs and other premiums or discounts included in the calculationof the effective interest rate are amortized over the expected term of the financial instrument. Interest income and expenses from theapplication of the effective interest method are presented as finance income, net in the consolidated statement of profit and ComprehensiveLoss.

Financial assets and financialliabilities in the FVTPL category are subsequently measured at fair value, with changes in value recognized in the consolidated statementof profit and Comprehensive Loss.

Impairment

The Group applies the simplifiedapproach in accordance with IFRS 9.5.5.15 for its trade receivables where the loss allowance is always measured at an amount equal tolifetime expected credit losses. Each exposure is allocated to a credit risk grade based on data that is determined to be predictiveof the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projectionsand available press information about customers) and applying experienced credit judgement. Credit risk grades are defined using qualitativeand quantitative factors that are indicative of the risk of default. Exposures within each credit risk grade are segmented by geographicregion and industry classification and an ECL rate is calculated for each segment based on delinquency status and actual credit lossexperience over the past years. These rates are adjusted to reflect differences between economic conditions during the period over whichthe historical data has been collected, current conditions as well as the Group’s view of economic conditions over the expectedlife of the receivables.

Mytheresa Group considersa financial asset to be in default when:

·the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held); or
·the financial asset is more than 90 days past due.

Hedge Accounting

Mytheresa Group is exposedto currency risks as a result of participating in business activities outside the Euro zone. Mytheresa Group uses foreign currency forwardcontracts to hedge and thus limit currency risks from sales in foreign currencies. The sales are hedged each fiscal year so that no forwardcontracts are still in place at the balance sheet date. Currency risks are managed centrally within Mytheresa Group. Regular reportson the Group-wide development of risks and open positions with currency risk are made.

Derivatives are initiallyrecognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at theend of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated asa hedging instrument, and if so, the nature of the item being hedged. Mytheresa Group only enters into foreign exchange derivatives (“foreignexchange forwards”) that are all designated as hedges of the foreign currency risk associated with the cash flows of highly probableforecast sales denominated in foreign currency. Mytheresa Group determines the existence of an economic relationship between the hedginginstrument and the hedged underlying sales transaction on the basis of the currency, amount and timing of their respective cash flows.As changes in the cash flows of the hedging instrument offset changes in the cash flows of the hedged transaction offset, the relationshipis effective. Ineffective cash flow hedges in the periods presented were immaterial. Potential sources of ineffectiveness are changesof the payment dates or a reduction in the total amount of the hedged item and a significant change of the credit risk of either partyto the hedging relationship. Ineffective cash flow hedges in the periods presented were immaterial.

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At the inception of a hedgerelationship, Mytheresa Group documents the economic relationship between the hedging instruments and hedged items, including whetherchanges in the fair value of the hedged items are offset by changes in the fair value of the hedging instruments. Mytheresa Group documentsits risk management objective and strategy for undertaking its hedging transactions. Detailed information on risk management and risksarising from Mytheresa Group’s financial instruments can be found in Note A.5.29.

A hedging relationship qualifiesfor hedge accounting only if all of the following requirements for hedge effectiveness are met: there is an economic relationship betweenthe hedged item and the hedging instrument, the effect of the credit risk does not dominate the changes in value that result from thiseconomic relationship, the hedging relationship is the same as that which results from the amount of the hedged item that the Companyactually hedges and the amount of the hedging instrument that the Company actually uses to hedge that amount of the hedged item. Hedginginstruments are expected to be highly effective in achieving offsetting changes in cash flows. Hedging instruments are reviewed on anongoing basis to determine that they have actually been highly effective throughout the financial year for which they are designated.

Mytheresa Group applies cashflow hedge accounting, whereby the spot component of the forward exchange contracts is designated as the hedging instrument. The effectiveportion of changes in the fair value of the designated cash component is recognized in the hedge reserve in other comprehensive income(“OCI I”, “cash flow hedge reserve”) within equity. The gain or loss relating to the ineffective portion is recognizedimmediately in profit or loss. In addition, Mytheresa Group recognizes changes in fair value related to the forward element in othercomprehensive income (“OCI II”, “Cost of Hedging Reserve”) within equity. Amounts accumulated in equity are reclassifiedin the periods in which the hedging instrument affects profit or loss.

Application of hedge accountingin fiscal 2024 resulted in a €1,511 thousand decrease to net sales. If hedge accounting had not been applied, the amounts wouldhave been recognized immediately within in other income (expense), as free-standing derivatives.

Derecognition

A financial asset is derecognizedwhen the contractual rights to receive cash flows from the financial assets have expired or have been transferred and Mytheresa Groupsubstantially transferred all rewards and risks associated with the ownership. In the case of sales of trade receivables, essentiallyall rewards and risks are transferred to the buyer of the receivables.

Financial liabilities arederecognized when the obligation under the liability is settled, cancelled or expired.

Fair value measurement

Fair value is the price thatwould be received to sell an asset or paid to settle or transfer a liability in an orderly transaction between market participants asof the measurement date in the principal or, in its absence, the most advantageous market to which Mytheresa Group has access at thatdate. The fair value of a liability reflects its non-performance risk.

A number of Mytheresa Group’saccounting policies and disclosures require the measurement of fair value for both financial and non-financial assets and liabilities.Mytheresa Group measures the fair value of an instrument using the quoted price in an active market for that instrument, if such priceis available. A market is regarded as “active” if transactions for the asset or liability take place with sufficient frequencyand volume to provide pricing information on an ongoing basis.

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If there is no quoted pricein an active market, then Mytheresa Group uses valuation techniques that maximize the use of relevant observable inputs and minimizethe use of unobservable inputs. The chosen valuation technique incorporates all factors that market participants would take into accountin pricing a transaction.

Based on the input parametersused for valuation the fair values have to be assigned to one of the following levels of the fair value hierarchy:

·Level1: Quoted (unadjusted) market prices in active markets for identical assets and liabilities,
·Level2: Inputs other than quoted prices included within level1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices), and
·Level3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

Foreign exchange forwardsare valued according to their present value of future cash flows based on forward exchange rates at the balance sheet date. The fairvalues of these instruments are also considered as level 2 fair values.

There were no transfers betweenthe different levels of the fair value hierarchy as of June30, 2023 and June30, 2024. Mytheresa Group’s policy is torecognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

i)Provisions

Mytheresa Group recognizesprovisions when it has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resourcesembodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligationat the end of the reporting period. The increase in provision due to the passage of time is recognized as finance expenses.

j)Income taxes

Current income taxes

Current income tax is theexpected tax payable or receivable based on the taxable income or loss for the period and the tax laws that have been enacted or substantivelyenacted as of the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in whichapplicable tax regulation is subject to interpretation. It establishes tax liabilities where appropriate on the basis of amounts expectedto be paid to the tax authorities. In case of uncertainties related to income taxes, they are accounted for in accordance with IFRIC24 and IAS 12 based on the best estimate of those uncertainties.

Current income taxes arecalculated based on the respective local taxable income and local tax rulesfor the period. In addition, current income taxes presentedfor the period include adjustments for uncertain tax payments or tax refunds for periods not yet finally assessed, however, excludinginterest expenses and interest refunds and penalties on the underpayment of taxes. In cases for which it is probable that amounts declaredas expenses in the tax returns might not be recognized (uncertain tax positions), a liability for income taxes is recognized. The amountis based on the best estimate of the expected tax payment (expected value or most likely amount).

Deferred taxes

Deferred taxes are recognizedon temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding taxbases used in the computation of taxable income and are accounted for using the balance sheet-liability method.

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Deferred tax liabilitiesare generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probablethat taxable income will be available against which deductible temporary differences can be utilized.

Current and deferred taxis charged or credited in the consolidated statement of profit and Comprehensive Loss, except when it relates to items charged or crediteddirectly to equity, in which case the current or deferred tax is also recognized directly in equity.

Deferred tax assets or liabilitiesare calculated on the basis of temporary differences between the tax basis and the financial reporting of assets and liabilities includingdifferences from consolidation and on unused tax-loss carryforwards. For this purpose, deferred tax assets and liabilities are measuredat the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax ratesand tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognized tothe extent that it is probable that there will be future taxable income available against which the deductible temporary differencesand tax-loss carryforwards can be utilized.

The carrying amount of deferredtax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable incomewill be available to allow all or part of the asset to be recovered.

Mytheresa Group establishestax liabilities on the basis of expected tax payments. Liabilities for trade taxes, corporate taxes and similar taxes on income are determinedbased on the taxable income of the consolidated entities less any prepayments made. Calculation of tax liabilities is based on the recenttax rates applicable in the tax jurisdiction of Mytheresa Group.

k)Segment reporting

Anoperating segment is a component of Mytheresa Group that engages in business activities from which it may earn revenues and incur expensesand for which discrete financial information is available and used by the Chief Operating Decision Maker (“CODM”) to makedecisions around resource allocation and review operating results of Mytheresa Group. Mytheresa Group identified its Chief ExecutiveOfficer and Chief Financial Officer as the CODM, collectively. Mytheresa Group does not separately present net sales by product category,because such information is not maintained on a basis consistent with IFRS and the preparation of such information would be unduly costly.

l)Impairment of non-financial assets excluding Goodwill and intangible assets

Mytheresa Group assesseswhether an asset may be impaired at each reporting date. If any indication of impairment exists, or when annual impairment testing forsuch an asset is required, Mytheresa Group estimates the asset’s recoverable amount. An asset’s recoverable amount is thehigher of an asset’s or CGU’s fair value less costs of disposal or its value in use. The recoverable amount is determinedfor an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groupsof assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and written downto its recoverable amount.

In assessing value in use,the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessmentsof the time value of money and the risks specific to the asset.

Mytheresa Group bases itsimpairment calculation on detailed budgets and forecasted cash flows, which generally cover a period of five years. Impairment lossesare recognized in the consolidated statement of profit and Comprehensive Loss in expense categories consistent with the function of theimpaired asset.

For assets excluding goodwilland indefinite lived intangible assets, an assessment is made at each reporting date to determine whether there is an indication thatpreviously recognized impairment losses no longer exist or has decreased. If such indication exists, Mytheresa Group estimates the asset’sor CGU’s recoverable amount.

Impairment losses relatingto goodwill cannot be reversed in future periods.

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m)Management equity incentive plan

Share-based compensationarrangements

Thegrant-date fair value of equity-settled share-based compensation arrangements granted to employees is generally recognized as an expense,with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflectthe number of awards for which the related service and non-market performance conditions are expected to be met, such that the amountultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vestingdate. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured toreflect such conditions and there is no true-up for differences between expected and actual outcomes.

Cash-settledtransactions

For cash-settled share-basedpayments, a liability is recognized for the goods or services acquired, measured at the fair value of the liability. At each balancesheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changesin fair value recognized in profit or loss for the reporting period. See note A.5.14. a) i) on share-based compensation for further details.The company intends to continue to settle all remaining awards in equity.

A.5.5.2 Newand revised standards

a)New and revised standards and interpretations applied for the first time in the financial year
New and Revised standards
IFRS 17 (A)Insurance Contracts
IAS 1 (A)Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Disclosure of Accounting Policies

Definition of Accounting Estimates - Amendments to IAS 8

OECD Pillar Two Rules

The amendments included above do not have a materialeffect on the consolidated financial statements and thus no further details are disclosed.

b)New and revised standards issued, but not yet effective

At the date of authorization of these financialstatements, Mytheresa Group has not applied the following new and revised IFRS standards that have been issued, but are not yet effective:

Revised standard Effective date
Lease Liability in a Sale-and-Leaseback (Amendments to IFRS 16, Leases) January1, 2024
Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants (Amendments to IAS 1, Presentation of Financial Statements) January1, 2024
Supplier Finance Arrangements (Amendment to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments: Disclosures) January1, 2024
(A)Amendment

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A number of new accountingstandards, amendments and interpretations have been published that are not mandatory for reporting periods ended June30, 2024 andhave not been early adopted by the Mytheresa Group. The standards, amendments, and interpretations not yet effective are not expectedto have a significant impact on the Group’s consolidated financial statements as of the date of authorization for issuance.

c)Global minimum top-up tax

The Mytheresa Group applied “International Tax Reform - Pillar Two Model Rules(Amendments to IAS 12)” after its publication on May23, 2023.The amendments contain a temporary, mandatory, and immediately applicable exemption from the recognition of deferred taxes resultingfrom the introduction of global minimum taxation; they also require, if already possible, specific disclosures in the notes on the impactof the minimum taxation (see note 26).

The mandatory exemption is to be applied retrospectively.However, since as of 30 June2023 no global minimum taxation laws were applicable in any of the countries in which the Group operatesand hence no related deferred taxes were recognized at that time, the retrospective application has no impact on the consolidated financialstatements.

A.5.6 Critical accounting judgments and keyestimates and assumptions

The preparation of MytheresaGroup’s consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptionsthat affect the reported amounts of net sales, expenses, assets and liabilities, and the accompanying note disclosures and the disclosureof contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustmentto the carrying amount of assets or liabilities in future periods. The estimates and underlying assumptions are subject to continuousreview.

Below is a summary of thecritical measurement processes and the key assumptions used by management in applying accounting policies with regard to the future,and which could have significant effects on carrying amounts stated in the consolidated financial statements, or for which there is arisk that significant adjustments may be made to the carrying amount of assets and liabilities in subsequent years.

Inventory write-downs

Inventory is carried at thelower of cost or net realizable value, which requires an estimation of the products future net selling prices. When assessing the netrealizable value of the inventory, Mytheresa Group considers multiple factors and assumptions including the quantity and aging of inventoryon hand, anticipated sales volume, expected selling prices and selling cost, as well as historical recovery experience and risk of obsolescencefrom changes in economic conditions. Refer to Note A.5.18. for further details.

Share-based compensation

Determiningthe fair value of share-based compensation options at the grant date requires judgment, including estimating the expected term that optionswill be outstanding prior to exercise, the associated volatility, the appropriate risk-free interest rate and the expected dividend yield.Upon grant of the awards, we also estimate an amount of forfeitures that will occur prior to vesting. If actual forfeitures differ significantlyfrom the estimates, share-based compensation expense could be impacted. For further disclosures relating to share-based payments, seeNote A.5.28.

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Impairment of Goodwill

Impairmentexists when the carrying value of an asset, CGU or group of CGU's exceeds its recoverable amount, which is the higher of its fair valueless costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow (“DCF”) model.The cash flows are derived from the budget and projections for the next five years, according to the development and maturity of eachCGU. The significant judgements and assumptions used in calculating the recoverable amount are

(i)the expected future revenue growth rates, including the terminal growth rate
(ii)the anticipated EBITDA margin and
(iii)the discount rates applied to the future cash flows of the CGUs.

These estimates arerelevant to goodwill recognized by the Group. Refer to Note A.5.15,Intangible assets and goodwill for further details on the assumptionsand associated sensitivities.

A.5.7 Revision of comparative figures

Mytheresa Group identified an adjustment to be made for comparisonpurposes in certain asset balances and net sales related to the measurement of the breakage amount for vouchers issued to customers inaccordance with IFRS 15 Revenue from Contracts with Customers in fiscal year 2023 and 2022.

Consequentially an adjustment has been processed in certain tax liabilities,current and deferred income taxes. As a result, the respective prior year amounts have been revised for consistency with the currentyear measurement principles. Thus the comparative figures as of and for the fiscal years ended June30, 2023 and June30, 2022have been revised as follows:

·       Inthe Consolidated Statements of Profit or Loss and Comprehensive Loss for the fiscal years ended June30, 2023 and June30,2022, the net result decreased by €1,898 thousand and €1,419 thousand respectively.

·       Inthe Consolidated Statements of Financial Position as of June30, 2023 and June30, 2022 total Shareholders’ Equity includingthe Accumulated Deficit decreased by €4,002 thousand and €2,103 thousand, respectively.

A.5.8 Segment and geographic information

Inline with the management approach, the operating segments were identified on the basis of Mytheresa Group’s internal reportingand how our chief operating decision maker (CODM), assesses the performance of the business. Mytheresa Group collectively identifiesits Chief Executive Officer and Chief Financial Officer as the CODM. On this basis, Mytheresa Group identifies its online operationsand retail store as separate operating segments. Segment EBITDA is used to measure performance, because management believes that thisinformation is the most relevant in evaluating the respective segments relative to other entities that operate in the retail business.

Segment EBITDA is definedas operating income excluding depreciation and amortization.

Assets are not allocatedto the different business segments for internal reporting purposes.

The following is a reconciliationof the Company’s segment EBITDA to consolidated net income.

June30, 2022
(in € thousands) Online Retail Store Segments total Reconciliation(1) IFRS consolidated
Net Sales 672,515 15,266 687,781 - 687,781
Segment EBITDA 80,350 4,229 84,579 (72,626) 11,953
Depreciation and amortization (9,088)
Finance income (costs), net (998)
Income tax expense (11,184)
Net loss (9,317)
(1)Reconciliation relates to corporate administrative expenses of €17,830 thousand, which have not been allocated to the online operations or the retail stores, as well as €2,493 thousand related to Other transaction-related, certain legal and other expenses and share-based compensation of €52,303 thousand during the year ended June30, 2022.

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June30, 2023
(in € thousands) Online Retail Store Segments total Reconciliation(1) IFRS consolidated
Net Sales 751,299 14,704 766,003 - 766,003
Segment EBITDA 48,729 4,966 53,696 (50,724) 2,971
Depreciation and amortization (11,653)
Finance income (costs), net (2,460)
Income tax expense (5,877)
Net loss (17,019)
(1)During the fiscal year ended June30, 2023, there were €15,500 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Additionally, there were €5,446 thousand related to Other transaction-related, certain legal and other expenses and Share-based compensation expenses totaling €30,021 thousand.
June30, 2024
(in € thousands) Online Retail Store Segments total Reconciliation(1) IFRS consolidated
Net Sales 826,690 14,162 840,852 - 840,852
Segment EBITDA 37,396 4,516 41,912 (48,660) (6,748)
Depreciation and amortization (15,205)
Finance income (costs), net (4,772)
Income tax expense 1,814
Net loss (24,911)
(1)During the year ended June30,2024, there were €16,072 thousand in corporate administrative expenses that were not assigned to either the online operations orretail stores. Additionally, there were €14,081 thousand in expenses related to Other transaction-related, certain legal and otherexpenses. Share-based compensation expenses amounts to €18,508 thousand.

A.5.9 Selling, general and administrativeexpenses

Selling, general and administrativeexpenses include all personnel costs for Mytheresa Group,IT expenses, costs associated with the distribution center, and otheroverhead costs.

Selling, general and administrativeexpenses consist of the following:

Year ended June30,
(in € thousands) 2022 2023 2024
Personnel-related expenses (122,695) (119,450) (126,366)
Rental and other facility-related expenses (2,252) (2,668) (4,902)
IT expenses (7,647) (8,911) (8,409)
Insurances and fees (4,145) (3,082) (1,901)
Travel costs (1,390) (2,896) (3,501)
Other transaction-related, certain legal and other expenses (1) (2,493) (5,446) (2,366)
Consulting and other services (4,342) (920) (4,247)
Other (3,207) (4,319) (7,600)
Total Selling, general and administrative expenses (148,171) (147,692) (159,292)
(1)Other transaction-related, certainlegal and other expenses represent (i)professional fees, including advisory and accounting fees, related to potential transactions,(ii)certain legal expenses incurred outside the ordinary course of our business and (iii)other non-recurring expenses incurredin connection with the costs of establishing our new central distribution center in Leipzig, Germany.

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The total selling, generaland administrative (SG&A) expenses increased by €11.6 million from €147.7 million in fiscal year ended June30, 2023to €159.3 million in fiscal year ended June30, 2024. The increase is mainly due to increases in personnel expenses, rentalcosts, travel expenses, expenses related to the new distribution center in Leipzig and other operating expenses in the period. The MytheresaGroup recognized Share-based compensation expenses for the fiscal year ended June30, 2024 of €18.5 million and €30.0million for the fiscal year ended June30, 2023.

A.5.10 Other income (loss), net

Other income, net consistsof the following:

Year ended June30,
(in € thousands) 2022 2023 2024
Other income
Other income 1,023 1,863 1,471
Foreign exchange gains, net 1,783 - 1,349
2,806 1,863 2,820
Other expenses
Foreign exchange losses, net - (2,057) -
Other operational expenses (1,915) (2,332) (2,553)
(1,915) (4,390) (2,553)
892 (2,527) 267

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A.5.11 Finance income (costs), net

Finance expenses, net consistsof the following:

Year ended June30,
(in € thousands) 2022 2023 2024
Finance costs
Interest expenses on revolving credit facility (386) (401) (1,861)
Interest expenses on leases (612) (2,417) (2,916)
Total Finance costs (998) (2,818) (4,777)
Other interest income - 358 5
Total Finance income - 358 5
Finance income (costs), net (998) (2,460) (4,772)

Further information on interestexpenses on leases can be found in Note 16.

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A.5.12 Income tax expense

Income taxes are comprisedof current income taxes and deferred taxes and consists of the following:

(in € thousands) 2022 2023 2024
Total current tax income / (expense) (14,604) (3,210) (411)
Thereof prior year adjustments 141 (476) 189
Thereof other current income tax effects for the period (14,746) (2,734) (600)
Total deferred tax income / (expense) 3,421 (2,666) 2,226
Thereof effects from origination and reversal of temporary balance sheet differences 98 1,101 61
Thereof prior year adjustments 153 (31) 30
Thereof effects from (non-) recognition of deferred tax assets on tax loss and interest carryforwards 3,169 (3,736) 2,135
Total income tax expense (11,184) (5,876) 1,814

Duringfiscal year 2024, Mytheresa Group’s primary statutory tax rate for current income taxes was 27.74% (2023: 27.74% and 2022: 27.52%),consisting of the German corporate tax rate of 15%, a 5.5% solidarity surcharge on the German corporate tax rate, and in fiscal year2024 a trade tax rate of 11.92%, being the statutory income tax rate of the German income tax group parent, MYT Netherlands Parent B.V.,located in Aschheim, Germany which changed due to the change in composition of the weighted average trade tax rate. The primary deferredtax rate for German entities in 2024 was 27.74% (2023: 27.45%). For non-German companies, the current and deferred taxes at period-endwere calculated using a range of applicable income tax rates between 8,25% to 31,0%. (2023: 2,5% to 29,4%).

Thetable below reconciles the expected income tax expense amount, based on Mytheresa Group’s expected tax rate (2024: 27.74%, 2023:27.74%, 2022: 27.52%) to the actual income tax expense amounts for fiscal 2022, fiscal 2023 as well as fiscal 2024.

Year ended June30,
(in € thousands) 2022 2023 2024
Income (loss) before tax 1,867 (11,142) (26,725)
Tax (expense) income based on expected group tax rate (514) 3,091 7,414
Tax effects of:
Non-recognition of interest expenses due to interest cap - - -
Utilization of interest expense carryforwards and recognition of related deferred tax assets - - -
Non-deductible expenses (for local taxes) (130) (92) (218)
Other non-deductible expenses (14,229) (8,693) (5,993)
Tax free income 40 239 90
Tax rate difference between group and local tax rates and changes in tax rates (170) 58 64
Prior year adjustments 295 (507) 53
(Non-) recognition on deferred tax assets on tax loss carryforwards, utilization of tax losses and tax credits without recognition of deferred tax assets 3,500 42 6
Others 25 (14) 397
Income tax expense (11,184) (5,876) 1,814
Effective total income tax rate (%) 599.0% 52.7% -6.8%

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Thematerial drivers leading to the difference between expected income tax expense and income tax expense are as follows:

Othernon-deductible expenses in fiscal year 2024 mainly include the tax effect of expenses related to share-based payments under IFRS of €5,134(2023: €8,328, 2022: €14,137) thousand which are not deductible for German income tax purposes.

Utilizationof interest expense carried forward reduced income tax expense by € 0 in fiscal year 2024 (2023: €0; 2022: €1.822 thousand.

Deferredtax assets of €1 thousand in fiscal year 2024 € (2023: €3 thousand €; 2022: € 0 thousand) related to currenttax losses were not recorded. In 2024, €0 thousand (2023: €45 thousand; 2022: € 0 thousand) in income tax credits havebeen utilized in the current period for which no deferred tax asset has previously been recognized.

Inaddition, deferred tax assets on tax loss carryforwards for MYT Netherlands Parent B.V. were fully recognized in fiscal year 2022 inaccordance with IAS 12.36 (d). Management expects utilization of the tax loss carryforwards and deductible temporary differences withina forecasting period of five years to be sufficiently probable as the entity entered the German income tax group in fiscal year 2023and, from then onwards, can utilize its losses against the taxable income of the income tax group. In total, a deferred tax asset of €6,046 thousand was recognized in 2022. Thereof, €1,249 thousand was recognized according to IAS 12.61A directly to equityin fiscal 2022 as part of the tax loss carryforwards include tax deductible expenses related to IPO transaction costs which were originallyrecorded directly to equity under IFRS. In fiscal year 2023, a portion of the deferred tax asset has been reversed due to partial utilizationof tax loss carryforwards. In 2024, additional deferred tax assets on current tax losses have been recognized at the amount of € 2,135 thousand by MYT Netherlands Parent B.V.

Fortemporary differences associated with investments in subsidiaries at the amount of €5,733 thousand (2023: €5,370 thousand,2022: €2,060 thousand), no deferred taxes have been recognized as the respective parent is able to control the timing of the reversalof the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

A.5.13 Earnings per Share

Basic earnings per shareare determined by dividing the net income for the period attributable to the ordinary shareholders of the MYT Netherlands B.V. by thebasic weighted average number of ordinary shares outstanding during the period.

Year Ended June30,
(in € thousands, except share and per share data) 2022 2023 2024
Net income (loss) attributable to shareholders (9,317) (17,019) (24,911)
Weighted average ordinary shares outstanding (basic and diluted) – in millions 86.3 86.6 86.8
Basic and diluted earnings per share (0.11) (0.20) (0.29)

Basic earnings per shareare calculated in accordance with IAS 33 (“Earnings per Share”) based on earnings attributable to the Company’s shareholdersand the weighted average number of shares outstanding during the period. The ordinary shares outstanding used for computation of earningsper share reflect the Legal Reorganization, adjusted for the share split described in Note 20. This presentation is consistent with theprinciples in IAS 33.64, which requires calculation of basic and diluted earnings per share for all periods presented to be adjustedretrospectively if changes occur to the capital structure after the reporting period but before the financial statements are authorizedfor issue.

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Diluted earnings per shareare determined by dividing the net income for the period attributable to the ordinary shareholders by the diluted weighted average numberof shares outstanding during the period. In 2022, 2023 and 2024, potential ordinary shares with a dilutive effect (stock options) wereexcluded, because the effect would be anti-dilutive. Hence, the basic earnings per share correspond to diluted earnings per share infiscal 2022, 2023 and 2024 and prior periods.

Pursuant to paragraphs 21(g)and24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding andincluded in the calculation of both basic and diluted earnings per share.

Potentialordinary shares excluded from diluted earnings per share as their conversion would have an antidilutive effect are as follows (in millions):

As of June30,
(in millions) 2022 2023 2024
Long-Term Incentive Plan (Restricted Share Units) 0.2 0.9 2.5
Long-Term Incentive Plan (Options) - - 3.3
Alignment Award (Options) 6.4 6.2 6.1
Total 6.6 7.1 11,9

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A.5.14 Net sales

Mytheresa Group earns revenuesworldwide through its online operations, while all revenue associated with the two retail stores is earned in Germany. Geographic locationof online revenue is determined based on the location of delivery. Mytheresa Group generates revenue from the sale of merchandise shippedto customers as well as from commission for the rendering of services in connection with the Curated Platform Model (CPM). Mytheresaintroduced the Curated Platform Model (CPM) in April2021, whereby it recognizes commission revenue for the rendering of services.

The following table providesMytheresa Group’s net sales by geographic location:

For the fiscal year ended June30,
(in € thousands) 2022 2023 2024
Germany 128,251 18.6% 128,109 16.7% 127,867 15.2%
United States 108,435 15.8% 137,521 18.0% 171,795 20.4%
Europe (excluding Germany) (1) 275,322 40.0% 298,998 39.0% 332,575 39.6%
Rest of the world (1) 175,773 25.6% 201,375 26.3% 208,615 24.8%
687,781 100.0% 766,003 100.0% 840,852 100.0%
(1)No individual country other than Germany and the United States accounted for more than 10% of net sales.

Substantiallyall amounts classified within net sales are derived from the sale of luxury goods and rendering of services. Net sales related to renderingof services is below 10% of total net sales and is therefore not separately disclosed. No single customer accounted for more than 10%of Mytheresa Group’s net sales in any of the periods presented. Substantially, all long-lived assets are located in Germany.

Net sales recognized fromcontract liabilities were €2,007 thousand in fiscal 2024 (2023: (€1,233) thousand, 2022: (€563) thousand.

Applicationof hedge accounting in fiscal 2024 resulted in a €1,511 thousand (2023: €1,650 thousand decrease) decrease to net sales.

A.5.15 Intangible assets and goodwill

Mytheresa Group’s intangibleassets and goodwill consist of the following:

Year Ended June30,
(in € thousands) 2023 2024
Intangible assets with finite life
Software and license 806 473
Intangible assets with indefinite life
Trademark 15,585 15,585
Goodwill 138,892 138,892
155,283 154,950

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Intangible assets witha finite useful life

Mytheresa Group has intangibleassets with a finite useful life, consisting of licenses and software. Amortization expense of the intangible assets is entirely classifiedwithin depreciation and amortization in the consolidated statements of profit and comprehensive loss.

The following table presentsthe changes in Mytheresa Group’s finite-lived intangible assets during fiscal 2022, 2023 and fiscal 2024:

Year ended June30,
(in € thousands) 2023 2024
Cost
Beginning of fiscal year 4,587 5,179
Additions 592 145
End of fiscal year 5,179 5,324
Accumulated depreciation and impairment
Beginning of fiscal year 3,841 4,373
Amortization charge of the year 532 477
End of fiscal year 4,373 4,850
Carrying amount at end of year 806 474

Indefinite-lived intangibleassets - Trademark

Mytheresa Group’s MYTHERESAand mytheresa.com trademarks represent an indefinite-lived intangible asset. Mytheresa Group assessed the trademarks for potential impairmentduring the fourth quarters of each fiscal year, determining that no impairments had occurred. The recoverable amount of Mytheresa Group’stwo identified trademarks was based on fair value less costs of disposal, estimated using discounted cash flows. The fair value measurementwas categorized as Level 3 fair value based on the inputs in the valuation technique used.

Whenassessing the trademarks for potential impairment, the fair value of the trademarks was determined using the relief from royalty incomeapproach. Under this approach, management estimated future cash flows based on internal projections considering Mytheresa Group’spast performance and forecasted growth which includes also industry terminal growth revenue growth rate forecast of 2.0% p.a. (2023:2.0%) in the five planning periods, an assumed royalty rate of 2.0% (2023: 2.0%) and discount rate of 9.4% (2023:10.6%) for MYTHERESAand 8.8% (2023: 10.2%) for the THERESA (retail store CGU) Trademark. The discount rate used was a trademark specific post-tax discountrate. Revenue growth is estimated based on internal projections considering Mytheresa Group’s past performance and forecasted growthwhich includes also industry growth forecast. The revenue growth rates over the 5-year period are the same for trademarks as for thegoodwill for the CGU-Online and retail store. The terminal growth rates applied in the impairment assessments do not exceed the averagelong-term growth rate for either the online operations or retail store CGUs. The discount rate and royalty rate are based on market participantassumptions. The assumed terminal growth rates applied in Mytheresa Group’s trademark impairment assessments were as follows:

Fiscal Year
(in € thousands) 2023 2024
Discount rate MYTHERESA 10.6% 9.4%
Discount rate THERESA 10.2% 8.8%
Royalty rate 2.0% 2.0%
Terminal revenue growth rate 2.0% 2.0%

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Goodwill

MGG acquired 100% of theoutstanding shares of mytheresa.com GmbH on October9, 2014 and Theresa Warenvertrieb GmbH on October31, 2014. The goodwillresulting from this acquisition is attributable to Mytheresa Group’s online operations and retail store and is not deductible fortax purposes. There were no acquisitions in the periods presented.

Goodwill has been allocatedto Mytheresa Group’s two identified CGUs, the online operations and the retail store. Mytheresa Group allocates €137,933 thousandand €959 thousand of goodwill to online operations and the retail store, respectively, which remained unchanged for all periodspresented.

Therecoverable amounts of the CGUs are determined based on each respective CGU’s value in use. The present value of the future cashflows expected to be derived from an asset or CGU based on the value in use (VIU) approach. The key assumptions for determining the valuein use are the discount rates, budgeted and expected revenue growth rates (CAGR for the next five years) and EBITDA margin in Terminalvalue. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money andthe risks specific to the CGU’s. The budgeted and expected revenue growth rates are based on internal projections considering MytheresaGroup’s historical growth rates and the estimated sales volume in the next five years taking into account external industry growthforecasts and an increase of Mytheresa’s overall market share. Further we expect that the effects on growth rates from overalleconomic trends, such as inflation, recessionary trends as well as political tension all around the world are only temporary and willreturn back to historic levels in the mid-term. The terminal value considers an expected growth rate in net sales by 2% (2023: 2.0%),and EBITDA margin of 7.5% (2023: 7.8%) in the online CGU. The budgeted terminal value EBITDA margin takes into account an expected increasein gross profit margin, related to the focus in Top Customers and sale of full price items, as well as a decrease in Selling, generaland administrative expenses ratio over the next 5 years in each of the CGU’s.

Mytheresa Group prepares cash flow forecastsderived from the most recent financial budgets approved by management for the next five years. The assumed key assumptions for terminalgrowth rates and discount rates applied in Mytheresa Group’s goodwill impairment assessments were as follows:

Fiscal Year
(in € thousands) 2023 2024
Online
Budgeted revenue growth rate (CAGR for the next five years) 17.42% 14.33%
EBITDA margin in Terminal value 7.8% 7.5%
Terminal growth rate 2.0% 2.0%
Pre-Tax Discount rate 13.8% 12.2%
Retail store
Budgeted revenue growth rate (CAGR for the next five years) 1.65% 2.2%
EBITDA margin in Terminal value 32.9% 32.9%
Terminal growth rate 2.0% 2.0%
Pre-Tax Discount rate 12.6% 12.0%

Thisterminal growth rates applied in the impairment assessments do not exceed the average long-term growth rate for either the online operationsor retail store CGUs. The terminal value growth rate was determined based on management’ estimate of the long-term growthrate of the relevant markets, consistent with the assumptions that a market participant would make.

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The discount rate is basedon a risk free rate of 2.50% (FY23: 2.50%) and a market risk premium of 7.00% (FY23: 7.00%). In addition, individual beta factors derivedfrom the respective peer group, the cost of debt and the capital structure are taken into account for the respective CGUs.

The estimated recoverableamount of the online CGU exceeded its carrying amount by approximately €205 million (FY23: €263 million). Management has identifiedthat a reasonably possible change in three key assumptions could cause the carrying amount to exceed the recoverable amount. The followingtable shows the amount by which these three assumptions would need to change individually for the estimated recoverable amount to beequal to the carrying amount.

Change required for carrying amount to be equal to
recoverable amount
(in percentage) 2023 2024
Online
Discount rate 3.9% 2.4%
EBITDA margin in Terminal value (2.9%) (1.9%)
Budgeted revenue growth rate (CAGR for the next five years) (8.1%) (5.4%)

Managementhas identified that even if the terminal growth rate were to reduce to 0%, there would still not be an impairment for the Online CGUwhen keeping all other assumptions unchanged.

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A.5.16 Property and equipment

Changes in Property and equipmentduring the years presented were as follows:

(in € thousands) Construction
in progress
Leasehold
improvements
Other fixed
assets and
office
equipment
Total property and
equipment
Cost
As of July1, 2022 9,779 10,222 14,057 34,058
Additions 17,094 1,387 3,687 22,168
Disposals - - (2) (2)
As of June30, 2023 26,873 11,609 17,742 56,223
Accumulated depreciation and impairment
As of July1, 2022 - 6,360 10,006 16,366
Depreciation charge of the year - 635 1,993 2,628
Disposals - - - -
As of June30, 2023 - 6,995 11,999 18,996
Carrying amount
As of July1, 2022 9,779 3,862 4,050 17,691
As of June30, 2023 26,873 4,614 5,740 37,227
Cost
As of July1, 2023 26,873 11,608 17,742 56,223
Additions 5,445 1,789 5,224 12,459
Transfer (31,909) 5,139 26,770 -
Disposals (409) (321) (64) (794)
As of June30, 2024 0 18,215 49,672 67,888
Accumulated depreciation and impairment
As of July1, 2023 - 6,995 12,001 18,996
Depreciation charge of the year - 1,055 4,183 5,238
Disposals - - - -
As of June30, 2024 - 8,050 16,184 24,234
Carrying amount
As of July1, 2023 26,873 4,614 5,740 37,227
As of June30, 2024 0 10,166 33,487 43,653

Property and equipment increasedfrom €37,227 thousand as of June30, 2023 to €43,653 thousand as of June30, 2024 mainly due to our new distributioncenter in Leipzig, Germany, which started operating in September2023.

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A.5.17 Leases

Expenses on leases underthe low value exemption amounted to €197 thousand in fiscal 2024 (2023: €191 thousand, 2022: €185 thousand). Expensesrelating to variable lease payments not included in the measurement of lease liabilities amounted to €0 thousand in fiscal 2024(2023: €0 thousand, 2022: €292 thousand). Mytheresa Group incurred depreciation and interest expenses in an amount of €12,406thousand in fiscal 2024 (2023: €10,909 thousand, 2022: €6,269 thousand). Rent concessions in an amount of €0 thousandhad an impact on the incurred expenses in fiscal 2024 (2023: €0 thousand, 2022: €56 thousand). The non-current lease liabilitiesin fiscal 2024 amounted to €40,483 thousand (2023: €49,518, thousand, 2022: €16,817thousand) and the current lease liabilitiesamounted to €9,282 thousand (2023: €8,155 thousand, 2022: €5,189 thousand). See Note 28 for a maturity analysis of theCompany’s future lease payments.

Some property leases containextension options exercisable by Mytheresa Group up to one year before the end of the non-cancellable contract period. Where practicable,Mytheresa Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisableonly by Mytheresa Group and not by the lessors. Mytheresa Group assesses at the lease commencement date whether it is reasonably certainto exercise the extension options. Mytheresa Group reassesses whether it is reasonably certain to exercise the options if there is asignificant event or significant changes in circumstances within its control. Mytheresa Group estimated, if all extension options wouldbe exercised for current leases, it would result in an increase in lease liability of €42.2million.

Mytheresa Group classifiedrent cash deposits under other non-current asset of €1,431 thousand (2023: €552 thousand).

The total cash outflow forleases amounted €7,924 thousand in fiscal 2024 (2023: €4,059 thousand, 2022: €5,425 thousand). Interest expenses fromlease liabilities amounted to €2,916 thousand in fiscal 2024 (2023: €2,417 thousand, 2022: €612 thousand).

Right-of-use asset activityduring the reporting periods presented is comprised of the following:

(in € thousands) Land and
buildings
Company
Cars and
Equipment
Total right-of-
use assets
Cost
As of July1, 2022 47,853 95 47,948
Additions 41,516 97 41,613
As of June30, 2023 89,369 193 89,561
Accumulated Depreciation and Impairment
As of July1, 2022 26,207 66 26,273
Depreciation Charge of the year 8,466 26 8,492
As of June30, 2023 34,673 92 34,764
Carrying Amount
As of July1, 2022 21,646 31 21,677
As of June30, 2023 54,696 101 54,797

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(in € thousands) Land and
buildings
Company
Cars and
Equipment
Total right-of-
use assets
Cost
As of July1, 2023 89,369 193 89,561
Additions 141 20 161
As of June30, 2024 89,510 213 89,722
Accumulated Depreciation and Impairment
As of July1, 2023 34,673 92 34,765
Depreciation Charge of the year 9,446 43 9,489
As of June30, 2024 44,119 135 44,254
Carrying Amount
As of July1, 2023 54,696 101 54,797
As of June30, 2024 45,390 78 45,468

Mytheresa Group signed thesecond rental addendum in February2024 for an existing office space in Shanghai, China, with a new contractual term from March1,2024 until February28, 2025. The Group recognized an additional €124 thousand of right-of-use asset and corresponding leaseliability upon commencement in March2024.

A.5.18 Inventories

MytheresaGroup’s inventories consist mainly of finished goods merchandise acquired from fashion designers. Mytheresa Group records inventoriesat the lower of cost or net realizable value. Cost of inventory amounted to €449,590 thousand in fiscal 2024 (2023: €383,115thousand, 2022: €328,749 thousand). Inventory write-downs classified as cost of sales during fiscal 2024 were €6,658 thousand(2023: €2,913 thousand, 2022: €6,009 thousand). No reversals on write-downs are recorded in fiscal 2024 and 2023. Inventoryis written down when its net realizable value is below its carrying amount. Mytheresa Group estimates net realizable value as the amountat which inventories are expected to be sold, taking into consideration fluctuations in selling prices due to seasonality, less estimatedcosts necessary to complete the sale.

A.5.19 Trade and other receivables

The carrying amount of tradeand other receivables approximates their fair value due to their short-term nature. The trade and other receivables are non-interestbearing. The maximum credit risk at the balance sheet date, which corresponds to the carrying amount of trade and other receivables,was taken into account in accordance with IFRS 9 when measuring the allowance for expected credit losses. Information about the impairmentof trade and other receivables and Mytheresa Group’s exposure to credit risk, currency risk and interest rate risk can be foundin Note28. The amount of impairment allowance at June30, 2024 is €0 thousand (2023: €278 thousand).

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A.5.20Other assets and non-current assets

Other assets consist of thefollowing:

As of June30,
(in € thousands) 2023 2024
Right of return assets 11,301 13,205
Current VAT receivables 1,446 -
Prepaid expenses 3,788 4,233
Receivables from payment service providers 662 1,086
Advance payments 2,347 2,582
DDP duty drawbacks (1) 16,520 14,352
Other current assets (2) 6,049 9,848
42,113 45,306
(1)The position is related to DDP duty drawbacks for international customs.
(2)Other current assets consist mostly of creditors with debit balances.

Details of other non-currentassets consist of the following:

(in € thousands) June30, 2023 June30, 2024
Other non-current receivables 30 29
Non-current deposits 552 1,431
Non-current prepaid expenses (1) 5,990 6,112
6,572 7,572
(1)This amount relates mostly to prepayments made to Climate Partner, an organization that invests in certain Gold Standard Projects, to offset our carbon emissions and reduce our overall carbon footprint.

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A.5.21 Shareholder’s equity

Subscribed capital

As of June30, 2018and 2019, Subscribed capital is €72 thousand, representing 8,000 shares outstanding with a nominal value per share of USD 1 issuedby Mariposa I S.à.r.l.

Following the Prior RestructuringTransactions and the Legal Reorganization in August2019, subscribed capital reduced to €1 thousand, representing 1,000 sharesoutstanding with a nominal value per share of €1.00 issued by MYT Netherlands Parent B.V. The subscribed capital is fully paid,and repayment of subscribed capital is restricted.

OnJanuary12, 2021, the Company effected a 70,190,687 (with a nominal value per share of €0.000015) for one share split of itsordinary shares outstanding. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statementsand notes thereto have been adjusted retroactively, where applicable, to reflect this share split.

Capital reserve

On January21, 2021,the Company completed its initial public offering (“IPO”) of 17,994,117 American Depositary Shares (“ADSs”),representing an equal number of 17,994,117 ordinary shares, including the full exercise by the underwriters of their option to purchase2,347,058 additional ADSs, representing 2,347,058 ordinary shares, at a public offering price of $26.00 per ADS.

The Company issued 14,233,823ADSs in its IPO and received proceeds, net of underwriting discounts and before related expenses of $344.2 million.

Its sole shareholder sold3,760,294 ADSs in the offering, including 586,764 ADSs sold by the Company and 1,760,294 ADSs sold by the sole shareholder pursuant tothe exercise in full of the underwriters’ option to purchase additional ADSs.

Total transaction costs of €16,740 thousand relating to the initial public offering were incurred, of which €12,190 thousand have been expensed and areincluded in the selling, general and administrative expenses within the condensed consolidated statement of operations and are part ofoperating cash flows in the statement of cash flow. Transaction costs of €4,550 thousand have been directly deducted from the capitalreserve, after recognizing €1,249 thousand taxes connected to the Transaction costs.

Profits are reflected withinthe accumulated deficit of Mytheresa Group.

As of June30,
(ADSs, representing an equal number of ordinary shares) 2023 2024
Basic shares (post-split) 70,190,687 70,190,687
IPO shares (post-split) 14,233,823 14,233,823
Supervisory Board Award (Restricted Shares) 57,124 57,124
Long-Term Incentive Plan (Restricted Share Units) 29,759 92,931
Sign-On Award (Restricted Share Units) 6,269 6,269
Restoration Award (Phantom Shares) - Converted 115,376 398,328
Alignment Award (Options) - Exercised 257,159 257,159
Employee stock purchase plan (ESPP) - 29,641
Number of ordinary shares 84,890,197 85,265,962

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Pleasesee Note 12 for further explanation of the weighted average number of ordinary shares outstanding used in the EPS calculation.

All ordinary shares rankequally with regard to the Company’s residual assets. Holders of these shares are entitled to dividends as declared from time totime and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares heldby the Group are suspended until those shares are reissued.

Please Note 27 for furtherexplanation on types of ordinary shares.

Foreign currency translation reserve

The translation reserve comprisesall foreign currency differences arising from the translation of the financial statements of foreign operations.

A.5.22 Liabilities to banks

As of June30, 2024, MytheresaGroup has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving CreditFacilities. The new Revolving Credit Facility has a maturity until September2026. Under the new Revolving Credit Facility, Mytheresais subject to financial covenants that include requirements related to working capital as a borrowing base and a maximum group net debtleverage ratio.

A.5.23 Tax liabilities

Tax liabilities result fromcurrent income taxes.

Changes in Mytheresa Group’stax liabilities were as follows:

As of June30,
(in € thousands) 2022 2023 2024
Beginning of fiscal year 14,114 25,096 22,987
Additions 11,451 3,410 1,725
Utilizations (180) (4,883) (13,477)
Release (289) (637) (592)
End of fiscal year 25,096 22,987 10,643

The decrease in tax liabilitiesis due to the current income taxes which are calculated based on the respective local taxable income and local tax rulesfor theperiod.

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A.5.24 Provisions

Provisions consist of obligationsresulting in an expected outflow of economic benefits and were non-current for each of the periods presented. Provisions consist of thefollowing as of June30, 2024:

(in € thousands) Dismantling Other Total
Beginning of fiscal year 670 88 758
Additions 1,976 - 1,976
Releases - (88) (88)
Utilizations - - -
Beginning of fiscal year 2,646 - 2,646
Additions 143 - 143
Releases - - -
Utilizations - - -
End of fiscal year 2,789 - 2,789

Mytheresa Group leases itsCorporate headquarter, central distribution centers and the retail stores in Germany. Mytheresa Group recognizes a provision for expecteddismantling costs to be incurred at the end of the respective lease terms for these facilities based on external data sources and internalexperience from past dismantling activities. The increase is mainly due to the recognized dismantling provision connected to the distributioncenter in Leipzig, Germany.

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A.5.25 Other liabilities

Other current liabilitiesconsist of the following:

As of June30,
(in € thousands) 2023 2024
Personnel-related liabilities 5,821 9,376
Customer returns 19,580 21,064
Liabilities from sales tax - 12,632
Liabilities against brand partners 21,001 13,901
Accrued expenses& other liabilities 32,523 38,262
78,924 95,235

A.5.26 Deferred income tax assets and liabilities,net

The following table depictsthe changes in deferred tax balances through equity and profit or loss for the periods presented.

As of June30,
(in € thousands) 2022 2023 2024
Deferred tax assets / (liabilities), net
Beginning of fiscal year (2,241) 2,429 (237)
Recognized through equity / other comprehensive income 1,249 - -
Recognized through profit or loss 3,421 (2,666) 2,226
End of fiscal year 2,429 (237) 1,989

Mytheresa Group’s deferredtax balance for each of the years presented consist of the following as of June30:

2023 2024
Deferred tax Deferred tax
(in € thousands) Assets Liabilities Assets Liabilities
Intangible assets and goodwill 239 (4,277) 214 (4,323)
Property and equipment - (238) - (276)
Receivables 615 - - (195)
Right-of-Use asset, contract assetand other assets - (15,075) (12,509)
Lease liabilities, contract liabilities and other liabilities 15,664 - 14,031 (56)
Provisions 525 - 657 -
Tax loss carryforwards 2,311 - 4,447 -
Total Gross 19,353 (19,591) 19,348 (17,359)
Netting (19,294) 19,294 (17,348) 17,348
Total net 59 (296) 1,999 (11)

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Deferred tax assets and deferredtax liabilities are offset if the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority andif there is the right to set off current tax assets against current tax liabilities. In the presentation of deferred tax assets and liabilitiesin the Consolidated Statement of Financial Position, no difference is made between current and non-current. The actual non-current portionof (gross) deferred tax assets in the table above amounts to € 16,356 thousand (2023; 16,266; 2022: €11,068 thousand), thenon-current portion of (gross) deferred tax liabilities in the table above amounts to € (16,995) (2023: € (18,953) thousand;2022: € (6,064) thousand).

Forexisting unused tax loss carryforwards of €123 thousand, no deferred tax asset has been recognized in 2024 (2023: €119thousand; 2022: €131 thousand). The tax loss carryforwards existing at the end of fiscal year 2024 relate to Mytheresa SE, Germany(no expiry date).

A.5.27 Global minimum top-up tax

The Group falls within thescope of the OECD model rulesof the second pillar for the national implementation of the global minimum tax (Pillar Two). The implementationinto German law took place through the introduction of a minimum tax law in December2023, which applies to all financial yearsbeginning after December30, 2023. As the legislation was not applicable on the reporting date in any country in which the MytheresaGroup has relevant entities, there was no related current income tax burden for the financial year 2024.

In addition, Mytheresa Group applies the exemptionin accounting standard IAS 12 for the recognition and disclosure of information on deferred tax assets and liabilities in connectionwith income taxes from global minimum taxation. In accordance with the minimum tax legislation applicable from 2024, the Group is obligedto determine the effective tax rate for each country in which relevant entities exist and, if the effective tax rate determined is belowthe minimum tax rate of 15%, a so-called supplementary tax in the amount of the difference between the effective tax rate and the minimumtax rate has to be paid.

Mytheresa Group is currently in the process ofassessing the future impact of Pillar Two. Due to the complexity of the application of the legislation and the calculation of the so-called "GloBE income", the quantitative effects of the legislation cannot yet be reliably estimated. Even for entities with an effectivetax rate of over 15%, Pillar Two could therefore have tax implications. We are supported by tax specialists in the application and implementationof the Pillar Two legislation.

A.5.28 Related party transactions

As of June30, 2024,Mytheresa Group was 77.9% (2023: 78.3%) owned subsidiary of MYT Holding LLC, USA. The ultimate controlling party of Mytheresa Group isMYT Ultimate Parent LLC, USA as of June30, 2024.

a)Related Parties transactions

Asof June30, 2024, Mytheresa Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €213 thousand(2023: €213 thousand). Further, Mytheresa Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €838 thousand(2023: €838 thousand). These balances resulted from various intercompany charges incurred before July2020.

b)Key Management Personnel Compensation

Key management personnelas defined by IAS 24 are persons who, by virtue of their positions, are responsible for the operations of Mytheresa Group. The managingdirectors of the Company and MGG have the authority and responsibility for planning, directing and controlling Mytheresa Group´soperating activities. The following table shows the personnel expenses for managing directors:

Year Ended June30,
(in € thousands) 2022 2023 2024
Short-term compensation 4,035 3,405 4,073
Share-based compensation - IPO related compensation for Managing Directors 38,723 21,791 10,769
Share-based compensation - Long-term incentive program 957 881 2,640
Total Share-based compensation 39,680 22,672 13,408
Total personnel expenses for Managing Directors 43,715 26,077 17,481

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A.5.29 Share-based compensation

a)Description of share-based compensation arrangements

In connection with the InitialPublic Offering (“IPO”) of MYT Netherlands Parent B.V. in January2021, we adopted the 2020 Plan (MYT Netherlands ParentB.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisoryboard members on January20, 2021. Selected key management members were granted an IPO related award package. This package consistsof the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisoryboard members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about aLong-Term Incentive Plan (LTI). As of July1, 2021, 2022 and 2023 the LTI was granted to certain key management members consistingof restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July1, 2023 certainstock options were granted to selected key management members under the new 2023 Omnibus Incentive Compensation Plan on the 8thof November2023. Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationshipwith the company and its employees. Pursuant to paragraphs 21(g)and 24 of IAS 33, as certain shares are fully vested and contingentlyissuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings pershare.

i)IPO Related One-Time Award Package

Alignment Grant

Under2020 Omnibus Incentive Compensation Plan share-based payment program, options were granted to selected key management members. The optionsvest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January20, 2021). Aftervesting, each option grants the right to purchase one American Depositary Share (each, an “ADS”) at a predefined exerciseprice per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into threedifferent tranches which have varying exercise prices. Overall, 6,478,761 options were granted to 21 key management members. The amountrecognized as share-based compensation expense under this program is based on a weighted average historical share price of 31 USD. Pleasealso refer to the section titled, “b) Measurement of fair values”.

Restoration Grant

Under 2020 Omnibus IncentiveCompensation Plan share-based payment program, phantom shares were granted to selected key management members. Each phantom share representsthe right of the grantee to receive one ADS in exchange for a phantom share. The granted phantom share vested immediately on the grantdate and can be converted into an ADS at any time but are subject to transfer restrictions after conversion. Up to 25% of the grantedphantom shares can be transferred after conversion at any time after the second anniversary of the grant date. The remaining 75% of thegranted phantom shares can be transferred after conversion if certain conditions are met or at the fourth anniversary of the grant dateat latest. The phantom shares can be converted into ADSs up to 10 years after the grant date. Overall, 1,875,677 phantom shares weregranted to 21 key management members. The amount recognized as share-based compensation expense under this program is based on a weightedaverage historical share price of 31 USD. Please also refer to b) Measurement of fair values.

The following table summarizes the main features of the one-time awardpackage:

Type of arrangement Alignment Award Restoration Award
Type of Award Share Options Phantom Shares
Date of first grant January20, 2021 January20, 2021
Number granted 6,478,761 1,875,677
Vesting conditions 25% graded vesting of the granted share options in each of the next four years of service from grant date The restoration awards are fully vested on the Grant Date.

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ii)Annual Plan

Supervisory Board MembersPlan

As of February9, 2022,four Supervisory Board Members have been granted 22,880 RSUs. The ADSs (and the shares represented thereby) issued on the grant datepursuant to the restricted share award are subject to forfeiture in the event that grantee resigns or is removed from the supervisoryboard prior to the vesting date. The granted equity instruments vested on February9, 2023. As the restricted share awards are notsubject to an exercise price, the grant date fair value amounts to USD 16.02, the closing share price on the grant date.

Asof July1, 2022, one Supervisory Board Member has been granted 11,467RSUs. TheADSs (and the shares represented thereby) issued on the grant date pursuant to the restricted share award are subject to forfeiture inthe event that grantee resigns or is removed from the supervisory board prior to the vesting date. The granted equity instruments vestedon June30, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD9.68, the closing share price on the grant date.

As of May8, 2023, 67,264RSUs were granted to four Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary shares representedthereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total number of RSU’svested on May8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closingshare price of the grant date.

Asof September5, 2023, 11,478 RSUs were granted to one Supervisory Board Member. Each RSU represents the right to receive an ADS(and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grantdate. The total number of RSU’s will vest on September5, 2024. As the RSUs are not subject to an exercise price, the grantdate fair value amounts to USD 3.63, the closing share price of the grant date.

As of November8, 2023,149,147 RSUs were granted to five Supervisory Board Members. Each RSU represents the right to receive an ADS (and the ordinary sharesrepresented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. The total numberof RSU’s will vest on November8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amountsto USD 3.52, the closing share price of the day before the grant date.

The following table summarizes the main featuresof the annual plan:

Type of arrangement Supervisory Board Members plan
Type of Award Restricted Shares / Restricted Share Units
Date of first grant January20, 2021 July1, 2021 February9, 2022 July1, 2022 May8, 2023 September5, 2023 November8, 2023
Number granted 15,384 7,393 22,880 11,467 67,264 11,478 149,147
Vesting conditions The restricted shares vested in full on December31, 2021. The restricted shares vested in full on June30, 2022. The restricted shares vested in full on February8, 2023. The restricted shares vested in full on June30, 2023 The restricted shares Units vested in full on May8, 2024 The restricted shares Units are scheduled to vest in full on September5, 2024 The restricted shares Units are scheduled to vest in full on November8, 2024

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Long-Term Incentive Plan

As of July1, 2021,171,164 restricted share units (“RSUs”) were granted to selected key management members. Each restricted share unit (“RSU”)represents the right to receive an ADS (and the ordinary shares represented thereby) of MYT Netherlands Parent B.V. upon vesting, basedon the deemed value of award on grant date.

Out of the granted RSUs,62,217 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 108,947 RSUs; “non-market performanceRSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded vested in substantiallyequal installments on each of June30, 2022, June30, 2023 and June30, 2024, subject to continued service on such vestingdates.

The non-market performanceRSUs vested after 3 years on June30, 2024 and contain a performance condition that will determine the number of shares awardableat the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based uponthe three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement ofa gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amountsto USD30.68 for 170,221 RSUs and USD 22.38 for 943 RSUs, the closing share price of the grant date.

As of July1, 2022,674,106 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary sharesrepresented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date.

Out of the granted RSUs,255,754 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 418,352 RSUs; “non-market performanceRSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantiallyequal installments on each of June30, 2023, June30, 2024 and June30, 2025, subject to continued service on such vestingdates.

The non-market performanceRSUs will vest after 3 years on June30, 2025 and contain a performance condition that will determine the number of shares awardableat the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based uponthe three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement ofa gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amountsto USD9.68 for 674,106 RSUs.

As of July1, 2023,3,113,125 RSUs were granted to selected key management members. Each RSU represents the right to receive an ADS (and the ordinary sharesrepresented thereby) of MYT Netherlands Parent B.V. upon vesting, based on the deemed value of award on grant date. As the LTI awardedon July1, 2023 was subject to approval by the shareholders, the grant date was the date of the Annual General Meeting (AGM) whenapproval was obtained on November8, 2023. Out of the granted RSUs, 1,696,022 RSUs; “time-vesting RSUs” will be subjectto a time-based vesting and 1,417,103 RSUs; “non-market performance RSUs” will be subject to a time and performance-basedvesting. One-third (1/3) of the time-vesting RSUs awarded will vest in substantially equal installments on each of June30, 2024,June30,2025 and June30, 2026, subject to continued service on such vesting dates.

The non-market performanceRSUs will vest after 3 years on June30, 2026 and contain a performance condition that will determine the number of shares awardableat the end of the performance period pursuant to the respective vested restricted share units. Potential award levels range from 25-200%and management is currently estimating an award level of 26%, of the grant depending on the achievement of a GMV growth and an adjustedEBITDA margin target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amountsto USD3.41 for 3,113,125 RSUs, which was approved in the AGM on November8, 2023.

As of July1,2023, 2,923,280stock options were granted to selected key management members. One third (1/3) of the options vest and become exercisable on each onthe first three anniversaries of the service commencement date. After vesting, each option grants the right to purchase one share ata price of USD 4.00. The vested options can be exercised up to 10 years after the service commencement date. The granted options aredivided into three different tranches which have varying grant date fair values. As the stock options awarded on July1, 2023 weresubject to approval by the shareholders, the grant date is the date of the AGM when approval was obtained on November8, 2023.

Additionally, On December 15, 2023 further 682,021 stock options were granted, with service commencement date July 1, 2023 on similarterms to same selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversariesof the service commencement date. After vesting, each option grants the right to purchase one share at a price of USD 4.00. The vestedoptions can be exercised up to 10 years after the service commencement date. The granted options are divided into three different trancheswhich have varying grant date fair values.

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The following table summarizes the main featuresof the annual plan:

Type of
arrangement

KeyManagement Members

Long-Term Incentive Plan

Type of Award Time-vesting RSUs Non-market performance RSUs Time-vesting RSUs Non-market performance RSUs Time-vesting RSUs Non-market performance RSUs Stock Options Stock Options
Service commencement date July1, 2021 July1, 2021 July1, 2022 July1, 2022 July1, 2023 July1, 2023 July1, 2023 July1, 2023
Grant date July1, 2021 July1, 2021 July1, 2022 July1, 2022 November8, 2023 November
8, 2023
November
8, 2023
December15, 2023
Number granted 62,217 108,947 255,754 418,352 1,696,022 1,417,103 2,923,280 682,021
Vesting conditions

Graded vesting of 1/3 of the time vesting RSUs over the next three years.

3 year’s services from grant date and achievement of a certain level of cumulative gross profit.

Graded vesting of 1/3 of the time vesting RSUs over the next three years.

3 year’s services from grant date and achievement of a certain level of cumulative gross profit.

Graded vesting of 1/3 of the time vesting RSUs over the next three years.

3 year’s services from service commencement date and achievement of a certain level of cumulative GMV growth and adjusted EBITDA margin. Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date Graded vesting of 1/3 of the granted share options in each of the next three years of service from service commencement date

Employee Share PurchaseProgram (ESPP)

May 29, 2023, the Company commenced its first open enrollment period for its Employee Share Purchase Program (“ESPP”),which was approved by the shareholders on October 27, 2022, at the Company’s annual general meeting. The objective of the ESPP isto allow employees of the Company (or any of its subsidiaries) to participate in the growth of the Company and to promote long-term corporateengagement by offering eligible employees the opportunity to acquire American Depositary Shares representing shares in the capital ofthe Company, at a discount, subject to the terms of the ESPP.The discount is fixed to one-fourth of the investment by the participant. The discountis implemented by increasing the number of shares with one-third (e.g. a participant receives four ADSs for the price of three ADSs).The expense that was recorded in equity, displaying the contribution of Mytheresa to the employees, amounted to €28 thousand. 29,641shares were issued in the program. The grant date fair value amounts to USD4.00.

On May17, 2024 the Company commenced itssecond open enrollment period for its Employee Share Purchase Program. The expense that was recorded in equity, displaying the contributionof Mytheresa to the employees, amounted to €18 thousand. 13,149 shares were issued in the program. The grant date fair value amountsto USD 6.00.

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b)Measurement of fair values

Alignment Grant

The fair value of the employee share optionshas been measured using the Black-Scholes formula. The inputs used in the measurement of the fair values at grant date of the equity-settledshare-based payment plans were as follows.

Black Scholes Model - Weighted Average Values Tranche I Tranche II Tranche III
Weighted average fair value $ 25.42 $ 22.93 $ 20.68
Exercise price $ 5.79 $ 8.68 $ 11.58
Weighted average share price $ 31.00 $ 31.00 $ 31.00
Expected volatility 60% 60% 60%
Expected life 2.32 years 2.32 years 2.32 years
Risk free rate 0.0% 0.0% 0.0%
Expected dividends - - -

Expected volatility has beenbased on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensuratewith the expected term.

Stock Options fromLong-Term Incentive Plan

The fair value of the employeeshare options has been measured using the Black-Scholes formula. The inputs used in the measurement of the fair values at grant dateof the equity-settled share-based payment plans were as follows.

Black Scholes Model - Weighted Average Values

Grant date

November8, 2023

Grant date

December15, 2023

Weighted average fair value $ 0.64 $ 0.65
Exercise price $ 4.00 $ 4.00
Weighted average share price $ 3.41 $ 3.55
Expected volatility 45.83% 45.32%
Expected life 1.65 years 1.55 years
Risk free rate 3.00% 2.37%
Expected dividends - -

Expected volatility has beenbased on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensuratewith the expected term.

Restoration Grant

As the phantom shares grantedunder the Restoration Award are not subject to an exercise price, the grant date fair value amounts to USD 31, the closing share priceon the first trading day.

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c)Share-based compensation expense recognized

Amounts recognized for sharebased payment programs were as follows:

Year ended June30,
(in € thousands) 2023 2024
Classified within capital reserve (beginning of year) 128,628 158,453
Expense related to: 29,825 17,137
Share Options (Alignment Grant) 27,541 13,351
Restricted Shares 342 581
Restricted Share Units 1,914 2,292
Employee Share Purchase Program 28 18
Share Option (SO Award) - 896
Classified within capital reserve (end of year) 158,453 175,591

During the year ended June30,2024, the Company withheld 287,511 shares to cover tax obligations related to the vesting of RSUs. The total value of the shares withheldwas €1,370 thousand which was based on the market price of the Company's shares on the vesting date.

d)Reconciliation of outstanding share options

The number and weighted-averageexercise prices of share options under the share option programs described under the Alignment award were as follows.

Alignment award
Options Wtd. Average Exercise
Price (USD)
June30, 2022 6,407,675 8.36
forfeited - N/A
exercised 210,260 5.79
June30, 2023 6,197,415 8.55
June30, 2023 6,197,415 8.55
forfeited 134,325 7.84
exercised - N/A
June30, 2024 6,063,090 8.57

The range of exercise pricesfor the share options outstanding as of June30, 2024 is between 5.79 USD and 11.58 USD. The average remaining contractual lifeis 6.5 years.

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For options vested on January20,2023, the beneficiaries have been given the choice for a cash settlement instead of equity. The amount of the cash settlement was determinedbased on the difference between the Company’s share price at the time of exercise and the option strike price. €1,545 thousandhas been reclassified from equity and recognized as a cash-settled share-based payment liability with giving the option for a cash settlementas of June30, 2023. Only a total of 24,187 options have been exercised with a payout of €57 thousand as of June30, 2023.The remaining fair value and corresponding options have been again reclassed to equity and will be settled in shares at future exercises.For all remaining options, the company intends to continue to settle this award in equity.

The number and weighted-averageexercise prices of share options under the share option programs described in Long-Term Incentive Plan for share options were as follows.

Share Options under the Long-Term
Incentive Plan
Options Wtd. Average
Exercise Price (USD)
June30, 2023 - -
forfeited 296,235 4.00
Granted 3,605,301 4.00
June30, 2024 3,309,066 4.00

The exercise prices for theshare options outstanding as of June30, 2024 is 4.00 USD. The average remaining contractual life is 9.0 years.

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A.5.30 Financial instruments and financialrisk management

The following table showsthe carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.Due to their nature, the carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables approximatetheir fair value.

Financial instruments asof June30, 2023 is as follows:

Year ended June30, 2023
(in € thousands) Carrying
amount
Categories
outside of
IFRS 9
Category in
accordance with
IFRS 9
Fair
value
Fair
value
hierarchy
level
Financial assets
Trade and other receivables 7,521 - Amortized cost - -
Cash and cash equivalents 30,136 - Amortized cost - -
Other assets 42,113 19,474
thereof deposits 15 - Amortized cost - -
thereof other financial assets 22,623 - Amortized cost - -
Financial liabilities -
Non-current financial liabilities
Lease liabilities 49,518 49,518 N/A - -
Current financial liabilities
Lease liabilities 8,155 8,155 N/A - -
Trade and other payables 71,085 - Amortized cost - -
Other liabilities 78,924 59,345
thereof other financial liabilities 19,580 - Amortized cost - -

Financial instruments asof June30, 2024 is as follows:

Year ended June30, 2024
(in € thousands) Carrying
amount
Categories
outside of
IFRS 9
Category in
accordance with
IFRS 9
Fair
value
Fair
value
hierarchy
level
Financial assets
Trade and other receivables 11,819 - Amortized cost - -
Cash and cash equivalents 15,107 - Amortized cost - -
Other assets 45,306 22,265
thereof deposits 152 - Amortized cost - -
thereof other financial assets 22,889 - Amortized cost -
Financial liabilities - -
Non-current financial liabilities
Lease liabilities 40,483 40,483 N/A - -
Current financial liabilities
Lease liabilities 9,282 9,282 N/A - -
Trade and other payables 85,322 - Amortized cost - -
Other liabilities 95,235 74,171
thereof other financial liabilities 21,064 - Amortized cost -

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The carrying amounts of eachof the measurement categories listed above and defined by IFRS9 are as follows:

Year ended June30,
2022 2023 2024
(in € thousands) Carrying
amount

Carrying

amount

Carrying

amount

Financial assets measured at Amortized cost (AC) 166,780 60,295 49,967
Financial liabilities measured at Amortized cost (AC) 61,784 90,665 106,385

Due to their nature, thecarrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables approximate their fair value.

There were no transfers betweenthe different levels of the fair value hierarchy during fiscal 2023 and fiscal 2024. Mytheresa Group’s policy is to recognize transfersinto and transfers out of fair value hierarchy levels as of the end of the reporting period.

As Mytheresa Group does notmeet the criteria for offsetting, no financial instruments are netted.

Foreignexchange derivatives held only during the year were designated as hedging instruments, the effective fair value changes of which wererecognized in separate components of equity. The development of the corresponding reserves is shown in the following table:

(in € thousands) July1, 2023 Additions Reclassification June30, 2024
OCI 1 - 1,359.0 (1,359.0) -
OCI 2 - 1,538.7 (1,538.7) -

Net gains or losses

The table below shows thenet gains and losses of financial instruments per measurement categories defined by IFRS9:

Year ended June30,
(in € thousands) 2022 2023 2024
Financial liabilities measured at Amortized cost (AC) (386) (401) (1,861)

Net gains and losses on financialliabilities measured at amortized cost include gains and losses from interest expenses. Net gains and losses on financial assets andfinancial liabilities measured at fair value through profit or loss represent changes in fair value measurement.

Interest income and expenses

Interest expense is calculatedby applying the effective interest rate to the gross carrying amount of liabilities measured at amortized cost (See Note 10).

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Loss allowance

The movement in the lossallowance for expected credit losses in respect to trade and other receivables during fiscal 2023 and fiscal 2024 was as follows:

Year ended June30,
in € thousands 2023 2024
Beginning of fiscal year - 278
Decrease loss allowance during the period - (278)
Increase loss allowance during the period 278 -
End of fiscal year 278 -

Default risks from other financial instrumentsare immaterial.

The represented receivablesare current nature against service providers with no exposure and low risk ranking from BBB to AAA, representing a low risk, with aneffective loss rate of 0.00%.

Financial risk management

Mytheresa Group’s managementhas the overall responsibility to establish and oversee Mytheresa Group’s financial risk management. Mytheresa Group’s financialrisk management policies are established to identify and analyze the risks faced by Mytheresa Group, to set appropriate risk limits andcontrols and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changesin market conditions and Mytheresa Group’s activities. Mytheresa Group, through its training and management standards and procedures,aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

Mytheresa Group has exposureto the following risks arising from financial instruments:

Market risk

Market risk is the risk thatchanges in market prices, such as foreign exchange rates or interest rates will affect Mytheresa Group’s income or the value ofits financial instruments. Mytheresa Group manages its market risk on a centralized basis with the objectives of managing and controllingmarket risk exposures within acceptable parameters.

·Currency risk

Currency risks exist in particularwhere trade receivables, trade payables, cash and cash equivalents and planned transactions are not or will not be denominated in Euroand based on the financial currency of the subsidiaries. Mytheresa Group generates net sales in several different currencies, mostlydenominated in either Euro or U.S. Dollars.

Mytheresa Group economicallyhedges its net foreign currency exposure at around 70%, by entering into foreign exchange hedging transactions with a maximum durationof one year. Mytheresa Group applied hedge accounting to these transactions during fiscal 2024. As of June30, 2024 and 2023, MytheresaGroup has no derivatives outstanding.

The following tables showthe impact to profit or loss if the foreign currencies would increase or decrease against the Euro (foreign exchange sensitivity), basedon the exposures in GBP and U.S. Dollars as of the reporting date.

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FX Sensitivity for USD

Year ended June30,

2023 2024
in € thousands € appreciation
+10%
€ depreciation
-10%
€ appreciation
+10%
€ depreciation
-10%
€ Sensitivity (260) 318 275 (336)

FX Sensitivity for GBP

Year ended June30,

2023 2024
in € thousands € appreciation
+10%
€ depreciation
-10%
€ appreciation
+10%

€ depreciation

-10%

€ Sensitivity 33 (40) 414 (505)
·Interest rate risk

The fair value of our cashand cash equivalents that were held primarily in cash deposits would not be significantly affected by either an increase or decreasein interest rates due to the short-term nature of these instruments. We do not expect that interest rates will have a material impacton our results of operations as the financing is completely based on EUR interest rates. Interest expense under our Revolving CreditFacilities is historically immaterial.

Liquidity risk

Liquidity risk is the riskthat Mytheresa Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settledby delivering cash or other financial assets. Mytheresa Group monitors the level of expected cash inflows on trade and other receivablestogether with expected cash outflows on trade and other payables to ensure that it will have sufficient liquidity to meet its liabilitieswhen they are due, under both normal and stressed conditions, without incurring unacceptable losses or creating other risks. Cash inflowfrom trade receivables are received usually within one week. Mid-to long-term payment terms with suppliers compensate for risks arisingfrom financing of inventories.

MytheresaGroup has a revolving credit facility in place to balance monthly cash flow volatility. No funds were drawn as of June30th,2024 from the €75 million facility. The following table details undiscounted contractually agreed future cash outflows from financialliabilities.

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Maturity analysis of financialliabilities as of June30, 2023:

Year ended June30, 2023
in € thousands <1 year 1 - 5 years > 5 years Total Carrying amount
Trade and other payables 71,085 - - 71,085 71,085
Other liabilities 19,580 - - 19,580 19,580
Lease liabilities 13,734 35,049 26,343 75,125 57,672
Total 104,399 35,049 26,343 165,790 148,337

Maturity analysis of financialliabilities as of June30, 2024:

Year ended June30, 2024
in € thousands <1 year 1 - 5 years > 5 years Total Carrying amount
Trade and other payables 85,322 - - 85,322 85,322
Other liabilities 21,064 - 21,064 21,064
Lease liabilities 9,282 29,188 34,822 75,622 49,765
Total 115,668 29,188 34,822 182,008 156,151

Credit risk

Credit risk is the risk offinancial loss to Mytheresa Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations.Credit risk includes both the immediate default risk and the danger of a decline in the customer’s creditworthiness.

Mytheresa Group’s exposureto credit risk is limited, as the goods are not delivered until payment by the customer has been confirmed. Trade receivables are onlygenerated via online and in-store sales, where customers pay the invoice amount by credit card or a comparable payment method. Due tothese advanced payments, Mytheresa Group does not face significant credit risk related to its customers. Mytheresa Group also has nosignificant credit risk towards credit card companies, which only act as intermediaries for customer payment transactions. However, creditrisk might occur in case of credit card fraud. Mytheresa Group has a team within its finance function, which is in charge of detectingearly stage credit card fraud. Credit card fraud is considered objective evidence of impairment for which Mytheresa Group recognizeslifetime ECL.

Mytheresa Group is exposedto credit risk on cash and cash equivalents, which it monitors centrally. Mytheresa Group maintains its cash deposits at financial institutionswith top credit ratings. The creditworthiness of these financial institutions is constantly monitored. Mytheresa Group considers thatits cash and cash equivalents have low credit risk based on the external credit ratings of these financial institutions. The loss allowanceis immaterial.

The following table providesthe gross carrying amounts of cash and cash equivalents by ratings as of June30, 2023 and 2024:

Year ended June30,
in € thousands 2023 2024
Rating Class1 26,204 9,696
Rating Class2 2,241 2,528
Rating Class3 1,691 2,883

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Rating Class1 reflectsfinancial institutions based in the European Union; Rating Class2 are financial institutions, with a bank license e.g. PayPal;Class3 positions with cash held on hand and financial institutions outside the European Union.

The movement in the loss allowance forexpected credit losses in respect to trade and other receivables was €0 thousand in fiscal 2024 and fiscal 2023. Default risksfrom other financial instruments are immaterial.

Capital risk management

Mytheresa Group’s objectivewhen managing capital is to safeguard Mytheresa Group’s ability to provide returns for shareholders and benefits for other stakeholdersand to maintain an optimal capital structure to reduce the cost of capital. Mytheresa Group is not subject to any externally imposedcapital requirements.

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A.5.31 Notes to the consolidated statementof cash flows

Liabilities from financing activities
(in € thousands) Liabilities to
banks
Lease liabilities Total
Interest payments on financial liabilities (386) (612) (998)
Lease payments - (5,425) (5,425)
Change in Cash Flow (386) (6,037) (6,423)
Net debt as of July1, 2021 - 14,147 14,147
Additions (Disposals) (772) 1,211 439
Interest expenses 386 612 998
Total change in liabilities (386) 1,823 1,437
Net debt as of June30, 2022 - 22,007 22,007
Liabilities from financing activities
(in € thousands) Liabilities to
banks
Lease liabilities Total
Interest payments on financial liabilities (43) (2,416) (2,460)
Lease payments (4,059) (4,059)
Change in Cash Flow (43) (6,475) (6,519)
Net debt as of July1, 2022 - 22,007 22,007
Additions (Disposals) (86) 26,772 26,686
Interest expenses 43 2,417 2,460
Total change in liabilities (43) 29,189 29,146
Net debt as of June30, 2023 - 57,672 57,672
Liabilities from financing activities
(in € thousands) Liabilities to
banks
Lease liabilities Total
Interest payments on financial liabilities (1,856) (2,916) (4,772)
Lease payments - (7,925) (7,925)
Change in Cash Flow (1,856) (10,841) (12,697)
Net debt as of July1, 2023 - 57,672 57,672
Additions (Disposals) (3,712) (21,663) (25,375)
Interest expenses 1,856 2,916 4,772
Total change in liabilities (1,856) (18,747) (20,603)
Net debt as of June30, 2024 - 49,765 49,765

As of June30, 2024Mytheresa, Group cash equivalent balances are available for use.

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A.5.32 Events after the reporting year

The company announced onJuly16, 2024, the consolidation of its distribution and shipping functions into its newly opened distribution center in Leipzig,Germany, which already covers 80% of all customer shipments. As a result, the distribution center in Heimstetten, Germany will be closedas part of its strategic focus on global growth, operational excellence and continued profitability. The closure is expected to be completedas of our reporting date of September12,2024. Since the communication to the affected parties was made subsequent to our year endJune30,2024, it is considered a non-adjusting event under IAS 10. A restructuring provision will be recognized only when the companyhas a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuringby starting to implement that plan or announcing its main features to those affected by it. The estimated costs associated with the closure,including severance payments and other expenses estimated to be around € 5 million EUR, will be recognized in the financial statementsfor the year ending June30, 2025.

Beginning with fiscal year2025, the Mytheresa Group executed a new long-term incentive compensation (“LTI”) program for members of the top managementunder the MYT Netherlands Omnibus Incentive Compensation Plan. The LTI for fiscal year 2025 is a three-year, long-term incentive programas combination of awarded performance share units, option awards and awarded restricted stock units. The performance share units arebased on the company’s performance over the three-year period and vest after three years. The restricted stock units and optionawards vest annually during the three-year period. The estimated expense for fiscal year 2025 will be approximately €6.8 million.

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10. Separate Financial Statements as of June30,2024

B.1.Separate Statement of Financial Position as of June30,2024

(Before the proposed appropriation of the result and expressed in € thousands)

(in €) Note June30, 2023* June30, 2024
Assets
Fixed assets
Financial fixed assets
Participating interest in group companies B.3.3 451,491 423,002
Deferred tax assets B.3.4 2,471 4,806
Other non-current assets 21 14
Total non-current assets 453,983 427,822
Current assets
Receivables from group companies B.3.5 13,386 42,721
Receivables from participants B.3.5 212 212
Other Current Assets B.3.6 6,939 6,053
Cash and cash equivalents B.3.7 46 24
Total current assets 20,583 49,010
Total assets 474,567 476,832
Shareholders’ equity and liabilities
Share capital 1 1
Share premium 529,131 546,269
Translation reserve 1,602 1,602
Accumulated deficit (70,621) (87,640)
Unappropriated result (17,019) (24,911)
Total shareholders’ equity B.3.8 443,094 435,321
Current liabilities
Debts to group companies B.3.9 27,704 33,465
Debts to participants B.3.9 838 838
Trade and other payables B.3.10 116 255
Tax liabilities 1,086 340
Other Current liabilities B.3.11 1,727 6,613
Total current liabilities 31,473 41,511
Total liabilities 31,473 41,511
Total shareholders’ equity and liabilities 474,567 476,832

*The comparative information is revisedfor comparison purposes. Please see Note B.3.2.4

The notes on pages186 to 199are an integral part of these separate financial statements.

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B.2.Separate Statement of profit and loss for the year endedJune30, 2024
2023* 2024
Note in € thousands in € thousands
Share in results from participating interests, after taxation B.3.15 16,875 (6,990)
Other income and expenses, after taxation B.3.17 (33,893) (17,920)
Net result (17,019) (24,911)

*Thecomparative information is revised for comparison purposes. Please see Note B.3.2.4

The notes on pages186 to 199are an integral part of these separate financial statements.

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B.3.Notes to the separate financial statements
B.3.1General

Theseseparate financial statements and the consolidated financial statements together constitute the statutory financial statements of MYTNetherlands Parent B.V. (hereafter: ‘the Company’). The financial information of the Company is included in the Company’sconsolidated financial statements, as presented on pages128 to 131.

B.3.2Basis of preparation

Theseseparate financial statements have been prepared in accordance with Title 9, Book 2 of the Dutch Civil Code. For setting the principlesfor the recognition and measurement of assets and liabilities and determination of results for its separate financial statements, theCompany makes use of the option provided in section 2:362(8)of the Dutch Civil Code. This means that the principles for the recognitionand measurement of assets and liabilities and determination of the result (hereinafter referred to as principles for recognition andmeasurement) of the separate financial statements of the Company are the same as those applied for the consolidated EU-IFRS financialstatements. These principles also include the classification and presentation of financial instruments, being equity instruments or financialliabilities. In case no other principles are mentioned, refer to the accounting principles as described in the consolidated financialstatements. For an appropriate interpretation of these statutory financial statements, the separate financial statements should be readin conjunction with the consolidated financial statements. In so far as no further explanation is provided of items in the separate statementof financial position and the separate statement of profit and loss, please refer to the notes to the consolidated statement of financialposition and consolidated statement of profit or comprehensive loss on pages128 to 131

Information on the use offinancial instruments and on related risks for the group is provided in the notes to the consolidated financial statements of the group.

All amounts in the companyfinancial statements are presented in Euro thousands, unless stated otherwise.

B.3.2.1Participating interests in group companies

Group companies are all entitiesin which the Company has direct or indirect control. The Company controls an entity when it is exposed, or has rights, to variable returnsfrom its involvement with the group company and has the ability to affect those returns through its power over the group company. Groupcompanies are recognized from the date on which control is obtained by the Company and derecognized from the date that control by theCompany over the group company ceases. Participating interests in group companies are accounted for in the separate financial statementsaccording to the equity method, with the principles for the recognition and measurement of assets and liabilities and determination ofresults as set out in the notes to the consolidated financial statements.

Participating interests witha negative net asset value are valued at nil. This measurement also covers any receivables provided to the participating interests thatare, in substance, an extension of the net investment. In particular, this relates to loans for which settlement is neither planned norlikely to occur in the foreseeable future. A share in the profits of the participating interest in subsequent years will only be recognizedif and to the extent that the cumulative unrecognized share of loss has been absorbed. If the Company fully or partially guarantees thedebts of the relevant participating interest, or if has the constructive obligation to enable the participating interest to pay its debts(for its share therein), then a provision is recognized accordingly to the amount of the estimated payments by the Company on behalfof the participating interest.

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B.3.2.2Share of result of participating interests

The share in the result ofparticipating interests consists of the share of the Company in the result of these participating interests. Results on transactionsinvolving the transfer of assets and liabilities between the Company and its participating interests and mutually between participatinginterests themselves, are eliminated to the extent that they can be considered as not realized.

The Company makes use ofthe option to eliminate intragroup expected credit losses against the book value of loans and receivables from the Company to participatinginterests, instead of elimination against the equity value / net asset value of the participating interests.

B.3.2.3Corporate income tax

The Company is the head of the fiscal unity.The Company recognises the portion of corporate income tax that it would owe as an independent taxpayer, taking into account the allocationof the advantages of the fiscal unity.

Settlement within the fiscal unity between theCompany and its subsidiaries takes place through current account positions.

In this context, the Company recognises its owndeferred tax position only in the separate statement of financial positions.

The Company has assessed the expected impactof the Pillar 2 - global minimum top-up tax and notes that the separate financial statements are not impacted due to the local effectivetax rate that is higher than 15 percent and the entity has not paid any Pillar 2 top-up tax on behalf of other entities in the group.Also, no Pillar 2 top-up tax has been recharged to the entity.

B.3.2.4Revision of comparative figures

The 2023 financial statements have been revisedfor comparative purposes due to revisions in the subsidiaries' results. For further details on the adjustments to the comparative figures,please refer to Note A.5.7 in the consolidated financial statements.

B.3.3Financial fixed assets

The following tables shows the participating interests in group companiesas of June30, 2024:

Participating interest in group companies Location Percentage
of ownership
Mytheresa Group GmbH Munich, Germany 100%
Mytheresa SE Munich, Germany 100%

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Movements in the participatinginterests have been as follows:

Date Movement Participating
interest in
Mytheresa
Group GmbH
(in € thousands)
Participating
interest in
Mytheresa SE
(in € thousands)
Total
June30, 2022* 428,056 29 428,085
Profit/loss for the year 16,887 (12) 16,875
Capital contribution to subsidiary related to share-based compensation. 6,531 - 6,531
June30, 2023* 451,474 17 451,491
Profit/loss for the year (6,986) (4) (6,990)
Capital contribution to subsidiary related to share-based compensation. 3,782 - 3,782
Profit and loss transfer (25,281) - (25,281)
June30, 2024 422,988 13 423,002

During the period presented,no impairment occurred.

The Company entered into a Profit and Loss TransferAgreement with certain subsidiaries located in Germany. Under this agreement, the claim of the Company to a transfer of profits becomeseffective as of the end of the respective fiscal year of the subsidiaries. Consequently, the Company’s separate financial statementsas of June30, 2024, reflect a decrease in participating interests amounting to 25,281 thousand, corresponding to the 2023 statutoryresults of these subsidiaries.

*The comparative informationis revised for comparison purposes. Please see Note B.3.2.4

B.3.4Deferred tax assets
As of June30,
(in € thousands) 2023 2024
Deferred tax assets
Beginning of fiscal year 6,056 2,471
Recognized through profit or loss (3,585) 2,335
End of fiscal year 2,471 4,806

Deferred tax assets on taxloss carryforwards for the MYT Netherland B.V. are fully recognized in 2024 in accordance with IAS 12.24/.28/.34/.36

The Company is the head ofthe fiscal unity. The Company recognises the portion of corporate income tax that it would owe as an independent tax payer, taking intoaccount the allocation of the advantages of the fiscal unity. Settlement within the fiscal unity between the Company and its subsidiariestakes place through current account positions. For more detail see Note A.25.

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B.3.5Receivables from group companies and participants
(in € thousands) June30, 2023 June30, 2024
MYT Ultimate Parent LLC 212 212
Receivables from participants 212 212
Theresa Warenvertrieb GmbH 5,143 6,946
mytheresa.com GmbH 7,052 29,454
mytheresa.com Service GmbH 270 63
Mytheresa Group GmbH 1 5,192
Mytheresa US Services Inc. 920 934
Mytheresa International Service GmbH - 132
Receivables from group companies 13,386 42,721

The amounts receivable relatesto interest free advances, service recharges which are receivable at request and VAT receivables due to the VAT tax structure, wherethe MYT Netherlands Parent B.V. acts as parent, with approx. €7.9 million relating to receivables in respect to VAT. The receivablesfrom participants are non-current. The nature of receivables from group companies are current. A total of €31.4 million relatesto receivables from cash pooling agreements within the group.

B.3.6Other Current Assets
(in € thousands) June30, 2023 June30, 2024
Current VAT receivables 5.764 3.528
Current tax receivables 419 1.891
Current prepaid expenses 657 528
Other current receivables 100 106
Other current assets 6.939 6.053

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B.3.7Cash and cash equivalents

The current accounts with HVB, JP Morgan andCommerzbank are at free disposal.

B.3.8Shareholders' equity

Statement of changes in equity

Subscribed
Capital
Capital
Reserve
Legal
reserves
Accumulated
Losses
Unappropriated
result
Total
Balance as of June30, 2022* 1 498,229 1,602 (60,621) (10,001) 429,210
Reclass of Unappropriated result - - - (10,001) 10,001 -
Share based compensation - 29,825 - - - 29,825
IPO related transaction costs - - - - - -
Issued capital, options exercised - 1,077 - - - 1,077
Result for the year - - - - (17,019) (17,019)
Balance as of June30, 2023* 1 529,131 1,602 (70,622) (17,019) 443,094
Reclass of Unappropriated result - - - (17,019) 17,019 -
Share based compensation - 17,138 - - - 17,138
Result for the year - - - - (24,911) (24,911)
Balance as of June30, 2024 1 546,269 1,602 (87,641) (24,911) 435,321

The differences of the equityof the single statement of MYT Netherlands Parent B.V. to the consolidated equity of the Mytheresa Group, can be identified through theadjustements of equity that are not part of the single statement.

The consolidated equity includes,cancelled Sharebased compensation plan from FY20/21 of negative €428 thousand, currency translation from subsidiaries with otherfunctional currency than EUR from FY21/22 of €74 thousand, currency translation from subsidiaries with other functional currencythan EUR from FY22/23 of €19 thousand, currency translation from subsidiaries with other functional currency than EUR from FY23/24of €13 thousand.

Share capital

As of June30, 2018and 2019, Subscribed capital is €72 thousand, representing 8,000 shares outstanding with a nominal value per share of USD 1 issuedby Mariposa I S.à.r.l.

Following the Prior RestructuringTransactions and the Legal Reorganization in August2019, subscribed capital reduced to €1 thousand, representing 1,000 sharesoutstanding with a nominal value per share of €1.00 issued by MYT Netherlands Parent B.V. The subscribed capital is fully paid,and repayment of subscribed capital is restricted.

186

OnJanuary12, 2022, the Company effected a 70,190,687 (with a nominal value per share of €0.000015) for one share split of itsordinary shares outstanding. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statementsand notes thereto have been adjusted retroactively, where applicable, to reflect this share split.

Share premium

On January21, 2022,the Company completed its initial public offering (“IPO”) of 17,994,117 American Depositary Shares (“ADSs”),representing an equal number of 17,994,117 ordinary shares, including the full exercise by the underwriters of their option to purchase2,347,058 additional ADSs, representing 2,347,058 ordinary shares, at a public offering price of $26.00 per ADS.

The Company issued 14,243,824ADSs in its IPO and received proceeds, net of underwriting discounts and before related expenses of $344.2 million.

Its sole shareholder sold3,760,294 ADSs in the offering, including 586,764 ADSs sold by the Company and 1,760,294 ADSs sold by the sole shareholder pursuant tothe exercise in full of the underwriters’ option to purchase additional ADSs.

As of June30,
(ADSs, representing an equal number of ordinary shares) 2023 2024
Basic shares (post-split) 70,190,687 70,190,687
IPO shares (post-split) 14,233,823 14,233,823
Supervisory Board Award (Restricted Shares) 57,124 57,124
Long-Term Incentive Plan (Restricted Share Units) 29,759 92,931
Sign-On Award (Restricted Share Units) 6,269 6,269
Restoration Award (Phantom Shares) - Converted 115,376 398,328
Alignment Award (Options) - Exercised 257,159 257,159
Employee stock purchase plan (ESPP) - 29,641
Number of ordinary shares 84,890,197 85,265,962

Legal reserves

Foreign currency translationreserve

Exchange gains and lossesarising from the translation of the functional currency of the Company to the presentation currency are accounted for in this legal reserve.In the case of the sale of a participating interest, the associated accumulated translation differences are transferred to the profitand loss account and presented therein as part of the result on the sale.

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Legal reserve for participatinginterests

All of the equity in componentsis freely distributable to the Company. No legal reserve for participating interests is accounted for.

Proposal for appropriation of the net result

At the General Meeting, thefollowing appropriation of the result will be proposed: addition of the net loss of €24,911thousand to the accumulated deficit. The previous year loss of €17,019 thousand has been appropriated by the board in thegeneral meeting on November8, 2023.

Dividend

The Company does not anticipatepaying a dividend on the ordinary shares in the foreseeable future. The Company currently intends to retain all available funds and anyfuture earnings to support operations and to finance the growth and development of the business.

B.3.9Debts to group companies and participants
June30, 2023 June30, 2024
(in € thousands) (in € thousands)
MYT Intermediate Holding Co. 838 838
MYT Ultimate Parent LLC 1 1
Debts to participants 839 839
mytheresa.com GmbH 17,799 19,152
mytheresa.com Service GmbH 2,019 2,911
Mytheresa Group GmbH 1,228 1,228
Mytheresa International Service GmbH 4,796 8,312
Mytheresa SE 1,862 1,862
Debts to group companies 27,704 33,465

Allamounts due to affiliated entities relates to interest free advances and VAT liabilities due to the VAT tax structure, where theMYT Netherlands Parent B.V. acts as head of fiscal unity. The nature of the debts to group companies and participants is current.

B.3.10Trade and other payables
June30, 2023 June30, 2024
(in € thousands) (in € thousands)
Tax advisor fees 64 -
Consulting services - 192
Insurance - 22
Administration fees 31 12
Other taxes 5 -
Audit fees 11 -
Other 15 29
116 255

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B.3.11Tax liabilities
June30, 2023 June30, 2024
(in € thousands) (in € thousands)
Corporate income tax payable 1,086 340

During fiscal year 2024,Mytheresa Group’s primary statutory tax rate for current income taxes was 27.74% (2023: 27.52% and 2022: 27.52%), consisting ofthe German corporate tax rate of 15%, a 5.5% solidarity surcharge on the German corporate tax rate, and a trade tax rate of 11.92%, beingthe statutory income tax rate of the German income tax group parent, MYT Netherlands Parent B.V., located in Aschheim, Germany whichchanged due to the change in composition of the weighted average trade tax in 2024.

B.3.12Other current liabilities
(in € thousands) June30, 2023 June30, 2024
Personnel-related liabilities 757 3,375
Accrued expenses 749 1,813
Other current financial liabilities 222 1,425
Other Current liabilities 1,727 6,613

The increase in personnel-related liabilitiesrelates mostly to the increase of accruals for bonus of €2,0 million.

B.3.13Financial Risk Management Objectives and Policies
B.3.13.1Financial instruments

General

The Group has exposure to the following risks from its use of financialinstruments:

Credit risk.

Liquidity risk.

Market risk.

In the notes to the consolidatedfinancial statements information is included about the Group’s exposure to each of the above risks, the Group’s objectives,policies and processes for measuring and managing risk, and the Group’s management of capital.

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These risks, objectives,policies and processes for measuring and managing risk, and the management of capital apply also to the separate financial statementsof MYT Netherlands Parent B.V.

Further quantitative disclosuresare included below:

Fair value

The fair values of most ofthe financial instruments recognized on the statement of financial position, including accounts receivable, cash at bank and in handand current liabilities, is approximately equal to their carrying amounts.

Financial instruments includereceivables, cash items, debt and payables.

The risks the Company runsin relation to financial instruments are exposed to currency risk, market risk, credit risk and liquidity risk.

The Company is exposed tocurrency risk on the operations that are denominated in a currency other than the respective functional currency (USD) of the Company,primarily the Euro.

B.3.14Employee benefits and number of employees
(in € thousands) June30, 2023 June30, 2024
Assets
Wages and salaries (32,261) (25,997)
Social security contributions (1,250) (1,351)
Other personnel expenses (166) (78)
Wages and salaries, social security and pension charges (33,677) (27,426)

Within the wages and salaries €14,747 thousand (2023: €24,489 thousand) are related to Share-based Compensation expenses which are connected partially tothe initial public offering and the long-term incentive program.

The Company did have116 employees in the financial year 2024 of which 4 of them are from Management (2023: 110 employees of which 5 of them are fromManagement) and the total number of employees by the Mytheresa Group as of June30, 2024 was 1,817 (2023: 1,432). For the amountsincurred on a group level, please refer to Note A.5.28. None of the employees were located in the Netherlands.

B.3.15Share in results from participating interests after tax

An amount of negative €6,990thousand (2023: €16,875 thousand) of share in results from participating interestsrelates to group companies.

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B.3.16Auditor’s fees

The following fees were charged by KPMG Accountants N.V. to the company,its subsidiaries and other consolidated companies, as referred to in Section2:382a (1)and (2)of the Dutch Civil Code.

KPMG
Accountants
N.V.
Other KPMG
Members
Total
2024 2024 2024
€ thousands € thousands € thousands
Audit fees 180 857 1,037
KPMG
Accountants
N.V.
Other KPMG
Members
Total
2023 2023 2023
€ thousands € thousands € thousands
Audit fees 155 806 961
155 806 961

“Audit Fees” are the aggregate feesearned by KPMG for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestationservices that are provided in connection with statutory and regulatory filings or engagements and comfort letters.

The Company’s audit committee approvesall auditing services and permitted non-audit services performed for the Company by its independent auditor in advance of an engagement.All auditing services and permitted non-audit services to be performed for the Company by its independent auditor must be approved bythe Chair of the audit committee in advance to ensure that such engagements do not impair the independence of our independent registeredpublic accounting firm. All audit-related service fees were approved by the Audit Committee.

B.3.17Other income and expenses, after taxation

Losses attributable to theCompany amounted to €17,920 thousand during financial year 2024 and €33,893 thousand during financial year 2023, which mainlyconsist of General and administrative expenses for €32,529 thousand for financial year 2024 (2023: €39,486 thousand).

Further information on expensesand income from General and administrative expenses can be found in Note A.5.9 in the consolidated financial statement.

191

B.3.18Remuneration of managing and supervisory directors

The emoluments, includingpension costs as referred to in Section2:383(1)of the Dutch Civil Code, charged in the financial year to the company, itssubsidiaries and consolidated other companies amounted to €4,073 thousand (2023: €3,405 thousand) for managing directors andformer managing directors, and €1,001 thousand (2023: €773 thousand) for supervisory directors and former supervisory directors.

The remuneration also includesemployee options granted and equity awards (reference is made to note A.5.28) to current and former managing directors amounting to €10,768thousand (2023: €21,791 thousand), and to current and former supervisory board members amounting to €581 thousand (2023: €342thousand).

No loans, advances and guaranteeswere granted by the Company to members of the management board or supervisory board.

An option program was setup for members of the Managment Board and Supervisory Boards, which is disclosed in shareholders’ equity.

B.3.19Transactions with related parties

Transactionswith related parties include relationships between the Company’s shareholder, the Company’s subsidiaries, the Company’sgroup related entities and the Company’s directors and key management personnel. During the period ended June30, 2024, theCompany's significant transactions were with its shareholder, group companies and its subsidiaries. These transactions include amountsrelated to interest free advances, service recharges and VAT receivables and liabilities due to the VAT tax structure and receivablesand liabilities due to the corporate income tax where the MYT Netherlands Parent B.V. acts as head of fiscal unity. Due to the profitand loss agreement, the net result from the Mytheresa Group GmbH and Mytheresa SE is accounted in the Company’s participating interest.All of the related party transactions were documented in respective transfer pricing documentation. All transactions were under regularmarket conditions, as far as they can be determined.

B.3.20Contingencies and commitments

Asof June30, 2024, the Company had no contingencies and commitments. Together with its subsidiaries the Company forms a fiscalunity for corporate income tax purposes. With regards to liabilities relating to group companies, the Company is jointly and severallyliable for tax debts of the tax group as a whole.

B.3.21Subsequent events and other information

Subsequent events

The company announced onJuly16, 2024, the consolidation of its distribution and shipping functions into its newly opened distribution center in Leipzig,Germany, which already covers 80% of all customer shipments. As a result, the distribution center in Heimstetten, Germany will be closedas part of its strategic focus on global growth, operational excellence and continued profitability. The closure is completed as of ourreporting date of September12, 2024. Since the communication to the affected parties was made subsequent to our year end June30,2024, it is considered a non-adjusting event under IAS 10. A restructuring provision will be recognized only when the company has a detailedformal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by startingto implement that plan or announcing its main features to those affected by it. The estimated costs associated with the closure, includingseverance payments and other expenses estimated to be around € 5 million, will be recognized in the financial statements for theyear ending June30, 2025.

Beginning with fiscal year2025, the Mytheresa Group executed a new long-term incentive compensation (“LTI”) program for members of the top managementunder the MYT Netherlands Omnibus Incentive Compensation Plan. The LTI for fiscal year 2025 is a three-year, long-term incentive programas combination of awarded performance share units, option awards and awarded restricted stock units. The performance share units arebased on the company’s performance over the three-year period and vest after three years. The restricted stock units and optionawards vest annually during the three-year period. The estimated expense for fiscal year 2025 will be approximately €6.8 million.

192

Munich, September19, 2024

The Management Board,

M. Kliger M. Beer
CEO CFO
[appointed on September21, 2020] [appointed on September21, 2020]
S. Dietzmann G. Locke
COO CGO
[appointed on January8, 2022] [appointed on January8, 2022]

193

Supervisory Board,

M.D. Kaplan C. Ruggiero
[appointed on January7, 2022] [appointed on September17, 2020]
M. Lao S. G. Saidemann M. Tod
[appointed on November19, 2020] [appointed on November19, 2020] [appointed on January7, 2022]
S. Zahnd N. Aufreiter
[appointed on December12, 2020] [appointed on June30, 2023]

194

Other Information

11. Other information

11.1. Profit appropriation

Under article32.1 of the Company’s Articles of Association,the company may make distributions to the extent that the company’s equity exceeds the reserves that the company must maintainpursuant to the law or the Articles of Association.

Under article 32.2 of the Company’s Articles of Associationthe board of managing directors may resolve to make distributions, provided that the approval of the supervisory board has been obtained.

Under article 32.3 of the Company’s Articles of Association,pursuant to and in accordance with a proposal thereto by the board of managing directors, which proposal has been approved by the supervisoryboard, the general meeting may also resolve to make distributions.

12. Independent auditor’s report

The report of the independent auditor is included on the next pages.

195

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (10)

Independent auditor's report

To: the General Meeting of Shareholders and the SupervisoryBoard of MYT Netherlands Parent B.V.

Report on the auditof the financial statements for the year ended June30, 2024 included in the annual report

Our opinion

In our opinion:

·the accompanying consolidated financialstatements give a true and fair view of the financial position of MYT Netherlands Parent B.V. as at June30, 2024 and of its resultand its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EuropeanUnion (EU-IFRS) and with Part9 of Book 2 of the Dutch Civil Code.
·the accompanying separate financialstatements give a true and fair view of the financial position of MYT Netherlands Parent B.V. as at June30, 2024 and of its resultfor the year then ended in accordance with Part9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the financial statements for the yearended June30, 2024 of MYT Netherlands Parent B.V. (the Company) based in Amsterdam. The financial statements include the consolidatedfinancial statements and the separate financial statements.

The consolidated financial statements comprise:

1the consolidated statements of financial position as of June30,2024;
2the following consolidated statements for the year ended June30,2024: the statements of profit and loss and comprehensive loss, changes in equity and cash flows; and
3the notes comprising material accounting policy information andother explanatory information.

The separate financial statements comprise:

1the separate statement of financial position as of June30,2024;
2the separate statement of profit and loss for the year ended June30,2024; and
3the notes comprising a summary of the accounting policies andother explanatory information.

KPMG Accountants N.V., a Dutch limited liability company registeredwith the trade register in the Netherlands under number 33263683, is a member firm of the global organization of independent member firmsaffiliated with KPMG International Limited, a private English company limited by guarantee.

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (11)

Basis for our opinion

We conducted our audit in accordance with Dutch law,including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the ‘Our responsibilitiesfor the audit of the financial statements’ section of our report.

We are independent of MYT Netherlands Parent B.V.in accordance with the ‘Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethicsfor Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands.Furthermore, we have complied with the ‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).

We designed our audit procedures in the context ofour audit of the financial statements as a whole and in forming our opinion thereon. The information in respect of going concern, fraudand non-compliance with laws and regulations and the key audit matters was addressed in this context, and we do not provide a separateopinion or conclusion on these matters.

We believe the audit evidence we have obtained issufficient and appropriate to provide a basis for our opinion.

Information in support of our opinion

Summary

Materiality

·Materialityof EUR 4,9 million
·0.59%of net sales

Group audit

·Auditcoverage of 100% of total assets
·Auditcoverage of 100% of net sales

Riskof material misstatements related to Fraud, NOCLAR and Going concern

·Fraudrisks: presumed risk of management override of controls and presumed risk of revenue recognition identified and further described inthe section ‘Audit response to the risk of fraud and non-compliance with laws and regulations’.
·Non-compliancewith laws and regulations (NOCLAR) risks: no reportable risk of material misstatements related to NOCLAR risks identified.
·Goingconcern related risks: no going concern risks identified.
2

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (12)

Key audit matters

·Cut-offof revenue recognition
·Valuationof goodwill

Materiality

Basedon our professional judgement we determined the materiality for the financial statements as a whole at EUR4,9 million (2023:EUR4,9 million). The materiality is determined with reference to net sales. We consider net sales as the most appropriate benchmarkbecause of the nature of the Company’s business. It represents the strategic focus of the Company, based on our analysis of thefinancial statements metrics, the most relevant to users of the financial statements, and therefore the metric that has the most influenceon their economic decision making. We have also taken into account misstatements and/or possible misstatements that in our opinion arematerial for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatementsidentified during our audit in excess of EUR240.000 would be reported to them, as well as smaller misstatements that in our viewmust be reported on qualitative grounds.

Scope of the group audit

MYT Netherlands Parent B.V. is at the head of a groupof components. The financial information of this group is included in the financial statements of MYT Netherlands Parent B.V.

Our group audit mainly focused onsignificant components that are (i)of individual financial significance to the group, or (ii)that, due to their specificnature or circumstances, are likely to include significant risks of material misstatement of the group financial statements. We haveconsidered in this respect MYT Netherlands Parent B.V.’s legal and operational structure. KPMG Germany was engaged by us andreceived instructions to perform the majority of the audit procedures for the group audit and the audit of the German locations ofwhich Mytheresa.com GmbH is the most significant component. KPMG Germany performed an audit on the complete consolidated financialinformation for the year ended June30, 2024 (with a materiality of EUR 3.5 million) and the year ended June30, 2023(with a materiality of EUR 3.5 million) of Mytheresa Group GmbH.

We made use of the work of KPMG Germany forthe audit of Mytheresa Group GmbH and MYT Netherlands Parent B.V. performed in Germany. The audit coverage is 100% of total groupassets and 100% of group net sales.

Our involvement included preparing and sending instructionsto KPMG in Germany describing the scope of the audit procedures to be performed, our risk assessment, materiality to be applied and reportingrequirements, participating in discussions, virtual and on site meetings to discuss the results of audit procedures at component levelcovering the significant audit areas, including the relevant risks of material misstatement, and set out the information required tobe reported back to the group audit team. We have requested KPMG in Germany also to provide us with remote access to audit workpapersto perform these evaluations. During these meetings and email conversations, the audit approach, findings and observations reported tothe group audit team were discussed in more detail. Furthermore we performed an on site review of the audit files of KPMG Germany.

3

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (13)

By performing the procedures mentioned above at groupcomponents, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidenceabout the group’s financial information to provide an opinion about the financial statements.

Audit response to the risk of fraud and non-compliancewith laws and regulations

In chapter 4 and 5 of the DutchStatutory Directors and Supervisory Board Report, the management board describes its procedures in respect of the risk of fraud and non-compliancewith laws and regulations.

As part of our audit, we havegained insights into the Company and its business environment, and the Company’s risk management in relation to fraud and non-compliance.Our procedures included, among other things, assessing the Company’s code of conduct, whistleblowing procedures, incidents registerand its procedures to investigate indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries withmanagement and those charged with governance. We have also incorporated elements of unpredictability in our audit, such as: involvingforensic specialists in our audit procedures and selecting items outside customary selection parameters when performing return testingof the refund liability (sales returns) and contract liabilities (undelivered sales) at year-end and late announced inventory count toattend due to the significantly smaller nature of the balance relative to the rest of the inventory.

As a result from our risk assessment,we did not identify laws and regulations that likely have a material effect on the financial statements in case of non-compliance

Based on the above and on theauditing standards, we identified the following fraud risks that are relevant to our audit, including the relevant presumed risks laiddown in the auditing standards, and responded as follows:

·Management override of controls(a presumed risk)

Risk:

Management is in a unique positionto manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operatingeffectively.

Responses:

-We evaluated the design and the implementation of internalcontrols that mitigate fraud risk, such as processes related to journal entries and estimates.
-Weperformed a data analysis of journal entries to determine any potential high risk criteria and performed procedures for any identifiedrisk and evaluated key estimates and judgements for bias by the Company’s management, including retrospective reviews ofprior years’ key estimates’. Where we identified instancesof unexpected journal entries or other risks through our data analytics, we performed additional audit procedures to address each identifiedrisk, including testing of transactions back to source information
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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (14)

·Revenue recognition (a presumedrisk)

Risk:

Werefer below to the key audit matter “Cut-off of revenue recognition”.

Responses:

Werefer below to the key audit matter “ Cut-off of revenue recognition”.

Our procedures to address theidentified risks of fraud did result in a key audit matter. We refer to the key audit matter related to “Cut-off of revenue recognition”.

We communicated our risk assessment,audit responses and results to management and to the Supervisory Board.

Our audit procedures did notreveal indications and/or reasonable suspicion of fraud and non-compliance that are considered material for our audit.

Audit response to going concern

The management board has performed its going concernassessment and has not identified any significant going concern risks. To assess the management board’s assessment, we have performed,inter alia, the following procedures:

·we considered whether the managementboard’s assessment of the going concern risks includes all relevant information of which we are aware as a result of our audit;
·we analyzed the Company’sfinancial position as at year-end and compared it to the previous financial year in terms of indicators that could identify significantgoing concern risks;
·we analyzed the operating resultsforecast and the related cash flows compared to the previous financial year;
·we inspected the financing agreementin terms of conditions that could lead to going concern risks, including the term of the agreement and any covenants;
·we inquired with the managementboard on the key assumptions and principles underlying the management board’s assessment of the going concern risks.

The outcome of our risk assessment procedures didnot give reason to perform additional audit procedures on management’s going concern assessment.

5

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (15)

Our key audit matters

Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the SupervisoryBoard. The key audit matters are not a comprehensive reflection of all matters discussed.

Cut-off of revenue recognition

Description

As described in note A.5.5.1c to the financial statements, net sales are recognized at the amount of the consideration that the Company expects to receive at the point in time at which it transfers control of the good to the customer. The determination of whether the control of the goods transferred to the customer requires judgement taking into account the terms and conditions for returns. A fraud risk is identified in relation to the manual adjustments processed at year end (cut-off) related to the overstatement of revenue recognition due to the opportunity for management to fraudulently manipulate both the amount of goods effectively delivered and the amount of the sales returns.

Since revenue recognition contains a presumed risk of fraud, the cut-off at year-end was significant to our audit.

Our response

Our audit procedures to verify cut-off for net sales included, amongst others, assessment of the revenue recognition method for the online sales and CPM revenues based on IFRS 15. We evaluated the design and implementation of the controls set up by the Management Board surrounding the correctness of transfer of control of the goods sold in respect of cut-off, including refund liability (sales returns) and contract liability (undelivered sales).

Detailed audit procedures were performed, including testing on a sample basis underlying evidence of net sales recognized close before year end, the refund liability (sales returns) and contract liability (undelivered sales) recognized at year end. Both orders and other documentation (amongst others shipping documents, payment details, refunds issued subsequent to year-end) were assessed to determine whether sales transactions recognized close before year-end were recognized in the appropriate period. Additionally we have performed a retrospective review of prior period estimates to assess management’s ability to estimate the return rate. We incorporated elements of unpredictability by selecting random items trough statistical sampling when performing voucher testing of refund liability (sales returns) and contract liability (undelivered sales).

In addition, we evaluated the adequacy of the Company’s disclosure as presented in the note A.5.5.1.c and A.5.8 and of the financial statements

6

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (16)

Furthermore we performed specific audit procedures related to high risk journal entries identified for online sales transactions, including a combination of inquiry, inspection and other audit procedures deemed relevant.

Our observation

Based on our procedures performed, we have obtained sufficient audit evidence about correctness of the cut-off of net sales for the year ended June30, 2024. Consequently, we have no findings regarding the cut off of revenue recognition.

Valuation of goodwill

Description

As described in note A.5.5.1.d to the financialstatements, intangible assets (including goodwill) are carried at cost less any accumulated amortization and accumulated impairment losses,if any.The total carrying value of goodwill amounted to USD 139 million as at June30, 2024 Determining whether goodwill isimpaired requires an estimation of the recoverable amount of the cash-generating units (CGU’s) to which goodwill has been allocated.Impairment exists when the carrying value of an asset, Cash generating unit ('CGU') or group of CGU's exceeds its recoverable amount,which is the higher of its fair value less costs of disposal and its value in use. The value in use calculations require management toestimate the future cash flows expected to arise from the cash-generating unit and an appropriate discount rate in order to calculatethe present value. The key assumption to estimate the future cash flow arising from the cash generating unit relates to the expected salesgrowth.

Considering the significance of the carrying valueof goodwill, the overall economic trends in macro-economic circumstances during the 2024 fiscal year and the significant judgment aroundthe estimate management is required to make we consider this a key audit matter.

Our response

Our audit procedures to verify the valuation ofgoodwill included, amongst others, assessment of the accounting treatment of goodwill impairment based on IAS 36’s requirements.We evaluated the design and implementation of the controls set up by the Management Board surrounding the validation of the key assumptionin relation to expected sales growth used to test goodwill.

7

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (17)

Detailed procedures were performed with respectto the management’s assessment of value in use calculation as follows:

We inquired with the management of the Company about their assessmentof the key assumptions utilized in management's annual impairment analysis, considering any potential impact, if any, of the overalleconomic trends in macro-economic circumstances, and about their evaluation with respect to the discounted value of the future cash flowsfor the total group and the recoverable amount of the CGUs.
We have performed a retrospective review by comparing actual resultsfor the financial year ended 30 June2024 against the forecast made in the impairment analysis carried out as at 30 June2023.
We evaluated the methods and data elements used by managementof the Company to determine the discounted value of the future cash flows for the total group, the recoverable amount of the CGUs aswell as the key assumptions utilized in management's annual impairment analysis.
We performed audit procedures over the significant forecast assumptionsfor financial year ending 30 June2025, including sales volumes and sales prices. We analyzed cash flows for the years ending 30June2026 and beyond based on the base forecast for financial year ending 30 June2025 and market data for the Luxury brandbusiness.
We performed audit procedures over the other forecast assumptionsfor 30 June2025, including cost of sales, shipping and payment cost, marketing expenses, selling, general and administrative expensesand working capital. We analyzed the correlation of these costs and working capital in relation to net sales and other assumptions. Weevaluated appropriateness of management’s analysis and consistency of these cost and working capital with historical trends.
We have validated that the result and cash flow projections usedin the impairment analysis are consistent with the long-range plan approved by the Board of Management.
We performed our own sensitivity analysis, which included assessingthe effect of reasonably possible reductions in growth rates and forecasted cash flows to evaluate the impact on the currently estimatedheadroom.
With the assistance of KPMG valuation specialists we verifiedthe appropriateness of the model, including mathematical accuracy, the terminal growth rate and discount rate (WACC) used to discountthe cash flow projections.
Finally, we evaluated the adequacy of the Company’s disclosureas presented in the note A.5.6 and A.5.15 of the financial statements.

Our observation

Based on our procedures performed, we have obtainedsufficient audit evidence around the valuation of goodwill.

8

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (18)

Report on the other information included in theannual report

In addition to the financial statements and our auditor’sreport thereon, the annual report contains other information.

Based on the following procedures performed, we concludethat the other information:

·is consistent with the financialstatements and does not contain material misstatements; and
·contains the information as requiredby Part9 of Book2 of the Dutch Civil Code for the management report and other information.

We have read the other information. Based on our knowledgeand understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other informationcontains material misstatements.

By performing these procedures, we comply with therequirements of Part9 of Book2 of the Dutch Civil Code and the Dutch Standard720. The scope of the procedures performedis less than the scope of those performed in our audit of the financial statements.

The Management Board is responsible for the preparationof the other information, including the information as required by Part9 of Book2 of the Dutch Civil Code.

Report on other legal and regulatory requirements

Engagement

We were engaged by the General Meeting of Shareholdersas auditor of MYT Netherlands Parents B.V. on 8 November2023 for the year ended June30, 2024. We have been appointed as ofthe audit for the year ended 30 June2020 and have operated as statutory auditor ever since that financial year.

Description of responsibilities regarding the financialstatements

Responsibilities of Management Board and theSupervisory Board for the financial statements

The Management Board is responsible for the preparationand fair presentation of the financial statements in accordance with EU-IFRS and Part9 of Book 2 of the Dutch Civil Code. Furthermore,the Management Board is responsible for such internal control as management determines is necessary to enable the preparation of thefinancial statements that are free from material misstatement, whether due to fraud or error. In that respect the Management Board, undersupervision of the Supervisory Board, is responsible for the prevention and detection of fraud and non-compliance with laws and regulations,including determining measures to resolve the consequences of it and to prevent recurrence.

9

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (19)

As part of the preparation of the financial statements,the Management Board is responsible for assessing the Company’s ability to continue as a going concern. Based on the financialreporting frameworks mentioned, the Management Board should prepare the financial statements using the going concern basis of accountingunless the Management Board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to doso. the Management Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continueas a going concern in the financial statements.

The Supervisory Board is responsible for overseeingthe Company’s financial reporting process.

Our responsibilities for the audit of the financialstatements

Our objective is to plan and perform the audit engagementin a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but notabsolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and theevaluation of the effect of identified misstatements on our opinion.

A further description of our responsibilitiesfor the audit of the financial statements is located at the website of de ‘Koninklijke Nederlandse Beroepsorganisatie van Accountants’(NBA, Royal Netherlands Institute of Chartered Accountants) at eng_beursgenoteerd_01.pdf (nba.nl). This description forms partof our auditor’s report.

Amstelveen, 19 September2024

KPMG Accountants N.V.

N.J. Hoes RA

10

Exhibit 99.2

CONVENING NOTICE OF THE ANNUAL GENERAL MEETINGOF SHAREHOLDERS

Notice is hereby given to the shareholders ofMYT Netherlands Parent B.V. (Company) by
the board of managing directors of the Company (the Management Board) that the annual general meeting of shareholders of the Company(the AGM) is convened at 18:00 CET on Tuesday, November12, 2024, to be held at the offices of the Company, Einsteinring 985609, Aschheim, Federal Republic of Germany. The AGM shall be held in English.

The AGM is convened to discuss and decide on the following:

Agenda

1.Opening
2.Dutch statutory annual report for the financial year ended 30 June2024 (FY 2024)
3.Explanation of the dividend policy
4.Proposal to adopt the Dutch statutory annual accounts for FY 2024*
5.Discharge
5.1Proposal to grant discharge to the members of the Management Board in respect of their duties performedduring FY 2024*
5.2Proposal to grant discharge to the members of the supervisory board of the Company (the Supervisory Board)in respect of their duties performed during FY 2024*
6.Amendment of the articles of association of the Company*

Amendment of the requirement of Germanresidency for all members of the Management Board into a requirement for the majority of the members of the Management Board (article13.1 of the articles of association of the Company)

7.Composition and remuneration of the Management Board
a. Proposal to appoint Amber Pepper as member of the Management Board*
b. Proposal for an award of Restricted Share Units in the Company and for the eligibility for annually awarding a performance related long term shared based incentive to Amber Pepper as member of the Management Board*
c. Proposal to re-appoint Michael Kliger as member of the Management Board*
d. Proposal to re-appoint Dr Martin Beer as member of the Management Board*
e. Proposal to re-appoint Sebastian Dietzmann as member of the Management Board*
f. Proposal to re-appoint Gareth Locke as member of the Management Board*
8.Composition of the Supervisory Board
a.Proposal to re-appoint Nora Aufreiter as member of the Supervisory Board*
b.Proposal to re-appoint David Kaplan as member of the Supervisory Board*
c.Proposal to re-appoint Marjorie Lao as member of the Supervisory Board*
d.Proposal to re-appoint Cesare Ruggiero as member of the Supervisory Board*
e.Proposal to re-appoint Susan Saideman as member of the Supervisory Board*
f.Proposal to re-appoint Michaela Tod as member of the Supervisory Board*
g.Proposal to re-appoint Sascha Zahnd as member of the Supervisory Board*
9.Authorization of the Management Board to issue shares or grant rights to acquire shares in the sharecapital of the Company*
10.Closing

Agenda items marked with an asterisk (*) are voting items.

The agenda with explanatory notes, the Dutchstatutory annual report FY 2024, including the Dutch statutory financial statements for FY 2024 and auditor’s opinion, the proposalfor amendment of the articles of association of the Company and further AGM documents are available on the Company’s corporatewebsite (https://investors.mytheresa.com/governance/annual-reports/). Hard copies of the AGM documents can be requested to besent to you by sending an e-mail to agm@mytheresa.com. The AGM documents are also available for inspection at the offices of theCompany (Einsteinring 9, Aschheim/Munich, Germany).

Registration

Shareholders who wish to attend the AGM, haveto register for the AGM by November5, 2024 at 18.00 CET at the latest, by sending an email to agm@mytheresa.com.for each shareholder concerned (or person entitled to vote) a statement that it wishes to register for the AGM including the number ofshares notified for registration and held by the relevant shareholder. The shareholder will receive an email confirming its registrationincluding the number of shares registered for the AGM.

Voting

Shareholders registered in the Company's registerof shareholders may use the proxy from with voting instructions to vote without attending the AGM (form available free of charge on https://investors.mytheresa.com/governance/annual-reports/).Thedeadline for submitting a proxy form is November5, 2024, 23.59 CET. It is not possible to vote (electronically) during the AGM.

Holders of American Depositary Shares

Holders of American Depositary Shares will receivea separate notice of the AGM through the Company’s depositary agent (Bank of New York Mellon). The option of attendance will notbe available to holders of American Depositary Shares.

Aschheim/Munich, September19, 2024

The Management Board

Contact details:

Einsteinring 9

5609 Aschheim/Munich Germany

agm@mytheresa.com

Exhibit 99.3

Agenda for the Annual General Meeting of Shareholders(AGM) of MYT Netherlands Parent B.V. (the Company) to be held at the offices of the Company, Einsteinring9 85609, Aschheim, Federal Republic of Germany, on Tuesday, November12, 2024, starting at 18.00 CET

1.Opening
2.Dutch statutory annual report for the financial year that ended on 30 June2024 (FY 2024)
3.Explanation of the dividend policy
4.Proposal to adopt the Dutch statutory accounts for FY 2024*
5.Discharge
a.Proposal to discharge the members of the management board of the Company (theManagement Board)from liability for their duties performed during FY 2024*
b.Proposal to discharge the members of the supervisoryboard of the Company (theSupervisory Board) from liability for their duties performed during FY 2024*
6.Amendment of the articles of association of the Company*
Amendment of the requirement of German residency for all membersof the Management Board into a requirement for the majority of the members of the Management Board (article 13.1 of the articles of associationof the Company)
7.Composition and remuneration of the Management Board
a. Proposal to appoint Amber Pepper as member of the Management Board*
b. Proposal for an award of Restricted Share Units in the Company and for the eligibility for annually awarding a performance related long term incentive to Amber Pepper as member of the Management Board*
c. Proposal to re-appoint Michael Kliger as member of the Management Board*
d. Proposal to re-appoint Dr Martin Beer as member of the Management Board*
e. Proposal to re-appoint Sebastian Dietzmann as member of the Management Board*
f. Proposal to re-appoint Gareth Locke as member of the Management Board*
8.Composition of the Supervisory Board
a.Proposal to re-appoint Nora Aufreiter as member of the Supervisory Board*
b.Proposal to re-appoint David Kaplan as member of the Supervisory Board*
c.Proposal to re-appoint Marjorie Lao as member of the Supervisory Board*
d.Proposal to re-appoint Cesare Ruggiero as member of the Supervisory Board*
e.Proposal to re-appoint Susan Saideman as member of the Supervisory Board*
f.Proposal to re-appoint Michaela Tod as member of the Supervisory Board*
g.Proposal to re-appoint Sascha Zahnd as member of the Supervisory Board*
9.Authorization of the Management Board to issue shares or grant rights to acquire shares in in the sharecapital of the Company*
10.Closing

Agenda items marked with an asterisk (*) are votingitems.

Explanatory notes to the agenda for the AGMto be held on November12, 2024

Re item 2: Dutch statutory annual report forFY 2024

The performance of the Companyis described in more detail in the Dutch statutory annual report for FY 2024. For further details, please refer to the Dutch statutoryannual report for FY 2024.

Re item 3: Explanation of thedividend policy

The Company’s policy onadditions to reserves and dividends as outlined in the Dutch statutory annual report FY 2024 will be discussed.

Re item 4: Proposal to adoptthe Dutch statutory accounts for FY 2024*

The Dutch statutory accounts forFY 2024 are included in the Company’s Dutch statutory annual report for FY 2024. These have been drawn up by the Management Boardand audited by KPMG Accountants N.V., who have issued an unqualified opinion. A representative of the auditor will be present during theAGM to answer questions. It is proposed to adopt the Dutch statutory accounts for FY 2024.

Re item 5a: Discharge fromliability of the members of the Management Board*

Itis proposed to discharge the members of the Management Board from liability in relation to the exercise of their duties in FY 2024, inaccordance with Dutch law, on the basis of information provided to the General Meeting and other information publicly available when theresolution to discharge is adopted.

Reitem 5b: Discharge from liability of the members of the Supervisory Board*

Itis proposed to discharge the members of the Supervisory Board from liability in relation to the exercise of their duties in FY 2024, inaccordance with Dutch law, on the basis of information provided to the General Meeting and other information publicly available when theresolution to discharge is adopted.

Re item 6: Amendment of thearticles of association of the Company*

It is proposed to amend the articlesof association of the Company to remove the requirement of German residency for all members of the Management Board (article 13.1 articlesof association) from the articles of association of the Company and to change it to a requirement of Germany residency for a majorityof the members of the Management Board. The proposed amendment of the articles of association also includes granting a power of attorneyto every member of the Management Board, the Company’s corporate secretary, and every civil law notary (and deputy civil law notary),candidate civil-law notary, paralegal and notarial assistant at Baker& McKenzie Amsterdam N.V. in Amsterdam, The Netherlands,to have the deed of amendment of the articles of association executed. A complete version of the proposed amendment of the articles ofassociation and the explanatory notes are available free of charge at mytheresa.com and are included in the meeting documents.

Re item 7:Composition and remuneration of the Management Board

Re item 7a. Proposal to appoint Amber Pepperas member of the Management Board*

InMarch2024,Isabel Mayresigned as Chief Customer Experience Officer and stepped down from the Management Board. The Companyretained an external search consultancy to conduct a search process in conjunction with the Supervisory Board to identify a suitable candidateto succeed Ms May. It is proposed that Ms Amber Pepper be appointed as member of the Management Board of the Company. The proposed appointmentof Amber Pepper as member of the Management Board is subject to the approval by the AGM and subsequent effectuation of the amendment ofthe articles of association of the Company proposed under item 6 of the agenda of the AGM. Amber Pepper will start her service as ChiefCustomer Experience Officer on October1, 2024.

AmberPepper, British nationality, year of birth: 1979

AmberPepper is the former Vice President Marketing, Communications& E-Commerce EMEAI at Tapestry. During her time at Tapestry from2013 – 2023 she held various executive roles covering marketing, communications and e-commerce. Before that she held senior positionsat Farfetch, Harrods and PRCO. Amber Pepper has extensive experience in the fashion and luxury industry. She holds a law degree from UniversityCollege London, UK.

TheSupervisory Board recommends appointing Amber Pepper as member of the Management Board with effect as of the amendment of the articlesof association of the Company for a period of four years. In line with the Dutch Corporate Governance Code and the Company’s articlesof association, the term of appointment of Amber Pepper will expire at the end of the annual general meeting to be held in 2028. In accordancewith the articles of association of the Company, the Supervisory Board has made a binding recommendation regarding the appointment ofAmber Pepper.

Reitem 7b. Proposal for an award of Restricted Shares Units in the Company and for the eligibility for annually awarding of a performanceshare based related long term incentive of Ms Amber Pepper as member of the Management Board *

Consistentwith the remuneration policy for members of the Management Board, Amber Pepper will be eligible to receive a remuneration package consistingof inter alia a performance related share based long term incentive. The goals of the Company’s performance-related long-term sharebased incentives (the LTI) are to encourage sustainable long-term economic and shareholder value creation, to align the interestsof the Management Board with those of the shareholders and to ensure retention of the members of the Management Board.

Theterms and conditions of the LTI shall be subject to the Company’s 2023 Omnibus Incentive Compensation Plan (LTI Plan) asin effect from time to time, and award agreements to be entered into between the Company and the Management Board members.

Thenumber, terms and frequency of periodic LTI Awards granted to a member of the Management Board will be determined by the Supervisory Board.Market levels, as well as company-specific circumstances, will be taken into account in determining the appropriate number, terms andfrequency for LTI Awards granted to a member of the Management Board.

Theinitial LTI Award for the cycle FY 25 – FY 27 that Amber Pepper will be eligible to receive after appointment as member of the ManagementBoard will represent an aggregate value of USD 500,000, subject to Amber Pepper being appointed as member of the Management Board. Eachsubsequent annual Incentive Award will be granted to Amber Pepper after the date of the annual general meeting of the Company subjectto Amber Pepper’s service as member of the Management Board through such date.

ForFY 25, Amber Pepper will be granted an award of restricted share units representing a value of USD 375,000 vesting on October1,2025, subject to Amber Pepper’s unterminated service on such date.

TheSupervisory Board seeks the approval of the AGM for this proposal.

Reitems 7c. – 7f: Composition of the Management Board

c.Proposal to re-appoint Michael Kliger as member of the Management Board*
d.Proposal to re-appoint Dr.Martin Beer as member of the Management Board*
e.Proposal to re-appoint Sebastian Dietzmann as member of the Management Board*
f.Proposal to re-appoint Gareth Locke as member of the Management Board*

The managing directors of theCompany will retire from the Management Board of the Company at the AGM and they each offer themselves for re-appointment. All managingdirectors are eligible and have stated their willingness to accept a re-appointment.Michael Kliger was appointed as a member of the ManagementBoard and CEO of the Company in September2020. Dr.Martin Beer was appointed in September2020 as a managing directorof the Company and as Chief Financial Officer. Sebastian Dietzmann was appointed as managing director and Chief Operations Officer inJanuary2021. Gareth Locke as appointed as managing director and Chief Growth Officer in January2021. During FY 2024, the Nominations,Governance and Sustainability Committee (NGSC) undertook an internal effectiveness review of the functioning and constitution ofthe Management Board. Based on the review by the NGSC, the NGSC believes that the contribution and performance of all managing directorsseeking re-appointment at the AGM continues to be effective, and that they each demonstrate commitment to their respective roles. Accordingly,the NGSC recommends the re-appointment of all managing directors. In accordance with article 13 clause 2 of the the articles of associationof the Company, the Supervisory Board has made a binding recommendation regarding the re-appointment of Michael Kliger, Dr.MartinBeer, Sebastian Dietzmann and Gareth Locke as managing directors with effect from the close of the AGM for a period of four years, thereforeending at the close of the general meeting to be held in 2028.

The relevant biographical informationconcerning Michael Kliger, Dr.Martin Beer, Sebastian Dietzmann and Gareth Locke are included in these explanatory notes to the agenda.

Re item 8: Composition of theSupervisory Board

a.Proposal to re-appoint Nora Aufreiter as member of the Supervisory Board*
b.Proposal to re-appoint David Kaplan as member of the Supervisory Board*
c.Proposal to re-appoint Marjorie Lao as member of the Supervisory Board*
d.Proposal to re-appoint Cesare Ruggiero as member of the Supervisory Board*
e.Proposal to re-appoint Susan Saideman as member of the Supervisory Board*
f.Proposal to re-appoint Michaela Tod as member of the Supervisory Board*
g.Proposal to re-appoint Sascha Zahnd as member of the Supervisory Board*

All supervisory directors of theSupervisory Board will retire from the Supervisory Board of the Company at the AGM and they each offer themselves for re-appointment.During FY 2024, the NGSC undertook an internal effectiveness review of the functioning and constitution of the Supervisory Board and itscommittees. Based on this review, the NGSC believes that the contribution and performance of each supervisory director seeking re-appointmentat the AGM continues to be effective, and that they each demonstrate commitment to their respective roles in the Company. The NGSC believesthat all of the supervisory directors seeking re-election are independent in character and judgement and there are no relationships orcircumstances likely to affect their independence or judgement. Messrs.Cesare Ruggiero (CPPIB) and David Kaplan (Ares) are not consideredindependent in accordance with the Dutch Corporate Governance Code as they are representatives of CPPIB and Ares being respective shareholdersof MYT Holding LLC. Messrs.Ruggiero and Kaplan are considered independent for NYSE and SEC purposes. As is customary for companieslisted on the NYSE, the Company believes that having these directors on the Supervisory Board would better align their interests withthose of the shareholders and provide the benefit of the expertise and historical experience with the Company’s business to theother members of the Supervisory Board.

Accordingly, the NGSC recommendsthe re-appointment of each supervisory director. All supervisory directors are eligible and have stated their willingness to accept re-appointment.In accordance with recommendations of the NGSC and article 23 clause 1 of the articles of association, it is recommended by the SupervisoryBoard that Mmes Nora Aufreiter, Marjorie Lao, Susan Saideman and Michaela Tod and Messrs David Kaplan, Cesare Ruggiero and Sascha Zahndare re-appointed as supervisory directors of the Company with effect from the close of the AGM for a period of four years, with with dueregard for article 23 clause 3 of the articles of association of the Company.

The relevant biographical informationconcerning Nora Aufreiter, David Kaplan, Marjorie Lao, Cesare Ruggiero, Susan Saideman, Michaela Tod and Sascha Zahnd are included inthese explanatory notes to the agenda.

Re item 9: Proposalto authorize the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company

The proposal to authorize theManagement Board to issue shares or grant rights to acquire shares in the share capital of the Company is intended to give the ManagementBoard flexibility: (a)in financing the Company in the most efficient manner, (b)in covering the Company’s obligationsrelated to share-based remuneration, such as those under the long-term incentive plans and any employee stock purchase plan under whichemployees may acquire the Company’s securities and (c)in the context of mergers, acquisitions and/or strategic alliances.Adoption of these proposals by the AGM will replace the current authorization of the Management Board to issue shares or grant rightsto acquire shares in the share capital of the Company, which was granted by the general meeting of the Company on 17 September2020.The authorization to the Management Board to issue shares or grant rights to acquire shares in the share capital of the Company will begranted for a period of five years effective as of the closing of the AGM.

Biographical information concerning directorsseeking re-appointment at the AGM

Management Board (agenda item 7)

Michael Kliger(1967)Mr.Kliger has served as Chief Executive Officer and as a member of the ManagementBoard since September2020. He has served as President and Chief Executive Officer of mytheresa.com GmbH, Theresa Warenvertrieb GmbHand MGG since March2015. He previously served as VP International at eBay Enterprise from March2013 to February2015.Previously, Mr.Kliger served as Executive Director at Accenture from September2010 to December2012. Prior to that, Mr.Kligerserved as Managing Director at First Capital Partners GmbH from September2007 to September2010. Prior to that, Mr.Kligerserved as Vertriebsgeschäftsführer at real,- SB-Warenhaus GmbH from January2005 to April2007. Prior to that, Mr.Kligerworked at McKinsey& Company from February1992 to December2004 serving last as Principal. Mr.Kliger also servedas a member of the Board of Directors of Valora AG from March2017 until October2002 and served as Chair of the Nominationand Compensation Committee. He holds an MBA from Kellogg School of Management and a Diploma degree from the Berlin University of Technology.

Dr.MartinBeer (1968) Dr.Beer has served as Chief Financial Officer and as a member of the Management Board since September2020.Before joining Mytheresa in 2019, Martin Beer spent 14 years in CFO and COO roles in fast growth digital focused and B2C and B2B e-commercecompanies, namely RUBIX, SYNLAB, Weltbild and DBH. Prior to this, he worked at McKinsey& Company for five years, where he waspart of the European Consumer Goods Leadership Team. He holds a Masters degree in Finance and Entrepreneurial Leadership and a PHD fromthe European Business School.

SebastianDietzmann (1974)Mr.Dietzmann has served as Chief Operating Officer since November2020and as a member of the Management Board since February2021. He has served as Chief Operating Officer and Managing Director of eachof mytheresa.com GmbH, Theresa Warenvertrieb GmbH and Mytheresa Service GmbH since July2015. He previously served as Senior Director&Head of eCommerce Services International at eBay Enterprise from August2011 to June2015. Prior to that, he served as SeniorDirector Business Management at GSI Commerce from January2010 to July2011. Prior that, he served as Vice President of ProductManagement and Distribution at product + concept GmbH from March2005 to March2008. He holds a Diplom-Kaufmann degree fromthe Berlin School of Economics and Law.

GarethLocke ((1975) Mr.Locke has served as Chief Growth Officer since November2020 and as member of our ManagementBoard since February2021. Mr.Locke has served as Chief Growth Officer of mytheresa.com GmbH since July2016. He previouslyserved as Head of Marketing for Zooplus AG from January2012 until May2016. Mr.Locke also served as Managing Directorof Zooplus France SARL. Prior to that, he was Associate Partner at Aquarius Consulting GmbH from April2010 until December2011.Prior to that, he served as Manager Corporate Development at PAYBACK GmbH from May2005 to March2010, as Project Manager atAyming GmbH from January2003 to May2005 and as a Consultant at Accenture in London from September1999 to November2002.Mr.Locke holds a Graduate business degreefrom the Burgundy School of Business and an MA in Economics and Finance from LeedsUniversity Business School.

SupervisoryBoard (agenda item 8)

Nora Aufreiter(1959)Ms.Aufreiter was appointed as member and chairperson of our Supervisory Board effective1 July2021. She currently serves on the Audit Committee, the Compensation Committee and the Nominations, Governance and SustainabilityCommittee. She is a former director and senior partner of McKinsey& Company, a global management consulting firm. Throughouther 27 year career at McKinsey, Ms.Aufreiter held multiple leadership roles including Managing Director of McKinsey’s Torontooffice, leader of the North American Retail practice, the Digital and Omni Channel service line and was a member of the firm’s globalpersonnel committees. She has worked extensively in the U.S., Canada and internationally serving her clients in consumer facing industriesincluding major retailers, financial institutions and other consumer-facing companies. Before joining McKinsey, Ms.Aufreiter spentthree years in financial services working in corporate finance and investment banking. She is a member of the Board of Directors of TheBank of Nova Scotia where she is chair of the compensation committee and is a member of theriskcommittee. She is also a memberof the Board of Directors of The Kroger Company where she is chair of the public responsibilities committee and a member of thefinancecommittee.In addition, Ms.Aufreiter is on the board of a privately held company, Cadillac Fairview Property Trust, a subsidiary of OntarioTeachers’ Pension Plan. Ms.Aufreiter also serves on the boards ofUnity Health Toronto, and is a member of the Dean’sAdvisory Board for the Ivey Business School in London, Ontario, Canada. Ms.Aufreiter holds a B.A. (Honours) in business administrationfrom the Ivey Business School at the University of Western Ontario and an M.B.A. from Harvard Business School. In June, 2018, Ms.Aufreiterwas awarded an Honorary Doctor of Laws at The University of Western Ontario.

DavidB. Kaplan (1967)Mr.Kaplan is a Co-Founder, Director and Partner of Ares Management Corporation.He is a member of the Ares Executive Management Committee and serves on several Ares Investment Committees including, among others, theAres Corporate Opportunities and Ares Special Opportunities Investment Committees. Additionally, Mr.Kaplan is the Co-Chairman andChief Executive Officer of Ares Acquisitions Corporation II ("AACT"). Mr.Kaplan joined Ares in 2003 from Shelter CapitalPartners, LLC, where he was a Senior Principal from June2000 to April2003. From 1991 through 2000, Mr.Kaplan was a SeniorPartner of Apollo Management, L.P. and its affiliates. Prior to Apollo, Mr.Kaplan was a member of the Investment Banking Departmentat Donaldson, Lufkin& Jenrette Securities Corp. Mr.Kaplan currently serves on the supervisory board of directors of MYTNetherlands Parent B.V., the parent entity of Mytheresa GmbH. Mr.Kaplan also serves as a member of the board of directors of X-EnergyReactor Company, LLC and as the Chairman of the board of directors of the parent entity of Cooper's Hawk Winery& Restaurants.Mr.Kaplan's previous public company board experience includes Floor& Decor Holdings,Inc., Maidenform Brands,Inc.,where he served as the company's Chairman, GNC Holdings,Inc., Dominick's Supermarkets,Inc., Stream Global Services,Inc.,Orchard Supply Hardware Stores Corporation, Smart& Final,Inc. and Allied Waste Industries Inc. Mr.Kaplan also currentlyserves as Chairman of the Board of Directors of Cedars-Sinai Medical Center, and on the President's Advisory Group of the University ofMichigan. Mr.Kaplan graduated with High Distinction, Beta Gamma Sigma, from the University of Michigan with a Bachelor of BusinessAdministration degree, concentrating in Finance.

MarjorieLao. Ms.Lao (1974) was appointed to our Supervisory Board in November2020, and currently serves as Vice-Chairpersonof the Board and Chairperson of the Audit Committee. Ms.Lao is the former Executive Vice President and Chief Financial Officer ofthe LEGO Group, a position she held from February2017 to March2020, after serving as Senior Vice President - Finance and SeniorVice President - Corporate Finance from January2014 to January2017. Prior to joining the LEGO Group, Ms.Lao was theVice President – Projects at Seadrill Limited during 2013. She served as the Senior Vice President - Finance and Chief FinancialOfficer at Tandberg ASA from 2006 to 2010, and as Vice President – Business Development and M&A in 2006. When Tandberg was acquiredby Cisco Systems,Inc., Ms.Lao joined Cisco as Senior Director – Finance and Senior Director – Strategy and BusinessAnalytics from 2010 to 2012. Previously, she held Finance and Strategy managerial positions at McKinsey& Company and Procter&Gamble Company in Asia. Ms.Lao currently serves on the Board of Directors of Logitech SA, Monde Nissin UK Ltd, and Sitecore HoldingII A/S, and on the Board of Commissioners of GoTo Gojek Tokopedia (Indonesia). She is also a member of the Harvard Business School Europeanand Global Advisory Boards. Born in the Philippines, Ms.Lao holds a BSc degree in Business Administration and Accountancy from theUniversity of the Philippines, and an MBA from Harvard Business School. She was certified as a public accountant in the Philippines in1996.

CesareJ. Ruggiero (1976)Mr.Ruggiero has served as a member of our Supervisory Board since September2020and currently serves on theNominating, Governance and Compensation Committee. Mr.Ruggiero is a managing director with CPPInvestmentsand leadsthe Portfolio Value Creation group. He works with portfolio companies across private equity, infrastructureand sustainable energies investments to achieve full value potential. He serves on thePrivate EquityInvestment Committee.Prior to joining CPP Investments in 2014, Cesare worked at The Boston Consulting Group (BCG) where he advised companies in business strategyand operational improvement. Prior to BCG, Cesare worked at Capgemini (formerly Cap Gemini Ernst& Young) as the head of theU.S. M&A practice area and co-led the global M&A practice. Mr.Ruggiero is a member of the Board and the Nomination and GovernanceCommittee of Informatica Inc. since July2023. He serves on the board of Ports of America and is member of the Compensation Committeeand Operations Committee since December2021. Cesare holds an Hons. BA with high distinction in International Relations from theUniversity of Toronto.

SusanGail Saideman (1962)Ms.Saideman was appointed to our Supervisory Board in November2020and currently serves on the Audit Committee and is Chairperson of the Nominations, Governance and Sustainability Committee. Ms.Saidemanis the Chief Executive Officer and founder of Portage Bay Limited which provides consulting and advisory services. Previously, Ms.Saidemanserved as the General Manager for Amazon,Inc. (e-commerce) in Seattle from November2013 to November2016 and January2019to August2019, and in London as head of Amazon Fashion from November2016 to December2018. Prior to joining Amazon, Ms.Saidemanheld a series of General Management roles at Mars, Mikasa, Newell Rubbermaid and Campbell Soup. In these roles, she worked across channelsthat included retail stores, wholesale and ecommerce as well as geographies that included the United States, Canada, Europe, China,India,Japan and the Middle East. Ms.Saideman started her career in finance at Chase Manhattan and as a strategy consultant at Bain&Company before joining PepsiCo where she was promoted through increasingly responsible positions at Pepsi-Cola North America and KFC.Currently, Ms.Saideman is a board member of Church& Dwight since June2019 where she is also on the Audit and Governance,Nominating& Corporate Responsibility Committees. She serves on the advisory board of Endeavor.org. Previously, she was on theboard of PrePac Manufacturing and DevaCurl. She also previously served on the boards of FIRST Washington and Harvey Mudd College. Ms.Saidemanholds an MBA from Harvard business School and a BA from Dartmouth College.

MichaelaTod (1969)Ms.Tod was appointed to our Supervisory Board in January2021 and chairs the CompensationCommittee since September2022. Ms.Tod previously served as the co-Chief Executive Officer of ProSiebenSat1, a German broadcaster.Prior to this she spent 14 years at Dyson Technology Ltd, a premium electronics firm. At Dyson, she spent extensive time in East Asiaand served as President of the Greater China region. Ms.Tod is also on the board of Robert Walters plc, a global recruitment firm.She served as an independent board member at Chiaro Technology ltd since November2022 and stepped into the role of CEO in July2023.Ms.Tod holds an M.A. in Business and Economics from Wirtschaftsuniversität Vienna, Austria.

SaschaZahnd (1975)Mr.Zahnd was appointed to our Supervisory Board in December2020 and serves onour Audit Committee. Mr.Zahnd is the former Vice President Global Supply Chain from 2016 to 2019 and Vice President EMEA at TeslaInc. from 2019 until end of 2020, an automotive and clean energy company. Prior to joining Tesla, Mr.Zahnd was the Vice President,Supply& Procurement at ETA S.A./The Swatch Group, a company designing and manufacturing watches, from 2010 to 2016. From 2001to 2010, Mr.Zahnd held a series of management positions at IKEA, a multinational conglomerate in the home furnishing space. Mr.Zahndserves on the Board and Audit Committee of Logitech.He alsoserves as an independent board member and member of the StrategyCommittee of Valeo, a European company listed at Euronext in Paris governed by the laws of France and Europe.Mr.Zahnd is theformer non-executive chairman and a member of the Audit Committee of Valora Holding AG, a Swiss retail holding company.He also servedaspresident and a member of the Executive and Steering Committees of the Board of digitalswitzerland, an association and foundation of leadingcompanies, organizations, academia and politics with the goal of establishing Switzerland as a leading global digital innovation hub.Mr.Zahndholds an Executive MBA degree from IMD Business School in Lausanne and a BA degree in Business Administration from University of AppliedSciences in Basel.

Exhibit 99.4

Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (20)

Baker & McKenzie Amsterdam N.V.

Attorneys at law, Tax advisors and Civil-law notaries

P.O. Box 2720
1000 CS Amsterdam
The Netherlands
20190265/67/WIT/REB
Tel: +31 20 551 7555
www.bakermckenzie.nl

DRAFT

AMENDMENT TO THE ARTICLESOF ASSOCIATION

MYT NETHERLANDS PARENT B.V.

On this day, [___], appeared before me, Kim Francis Tan, civil-lawnotary in Amsterdam, the Netherlands (the “notary”):

[Baker & McKenzie attorney].

The appearing person declared as follows:

The articles of association of MYT Netherlands ParentB.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seatin Amsterdam, the Netherlands, with its office address at Einsteinring 9, 85609 Aschheim, Federal Republic of Germany and registeredwith the Trade Register held by the Chamber of Commerce in the Netherlands under number 74988441 (the “company”), weremost recently amended and readopted by notarial deed executed on the twelfth day of January two thousand and twenty-one before Kim FrancisTan, aforementioned. The company’s articles of association now read as set forth in the aforementioned deed.

On [___], the board of managing directors of the company resolvedto propose to the general meeting of the company to amend the articles of association of the company, which proposal was approved by thesupervisory board of the company, by its resolution dated [___]. Following such proposal, on [___], the general meeting of shareholdersof the company resolved, among others, to amend and readopt the company’s articles of association. Copies of the aforementionedresolutions are attached to this deed.

At the aforementioned general meeting, the appearing personwas given authority, among other things, to execute and sign the deed of amendment to the articles of association.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (21)

In order to execute the aforementioned resolutions, theappearing person subsequently declared to hereby amend and readopt the company’s articles of association in such a manner that thecompany shall be henceforth governed by the following:

ARTICLES OF ASSOCIATION

Definition of terms

Article 1

In these articles of association, the following terms havethe following meanings:

a.general meeting: the corporate body of the company formed by the shareholders and other holders of a meetingright or, as the case may be, the meeting of the shareholders and other holders of a meeting right;
b.subsidiary: a legal entity or company as referred to in article 2:24a Dutch CivilCode;
c.annual accounts: the company’s annual accounts as referred to in article 2:361Dutch Civil Code;
d.written/in writing: in writing or in a reproducible manner by electronic means ofcommunication, unless impermissible under applicable laws;
e.holder of a meeting right: party who, pursuant to the law or these articles of association,holds a meeting right;
f.meeting right: the right to attend and address the general meeting, either in personor by written proxy;
g.proceeding: any action, suit or proceeding, whether civil, criminal, administrativeor investigative; and
h.MYT Holding LLC: MYT Holding LLC, a limited liability company organized and existing under the laws of Delaware, United States ofAmerica, having its registered office at 200 Bellevue Parkway, Suite 210, Wilmington, Delaware 19801, United States of America and registeredwith the Secretary of State of the State of Delaware under entity number 7375244 or any of its legal successors.

Name and corporate seat

Article 2

2.1The company’s name is MYT Netherlands Parent B.V.
2.2The company has its corporate seat in Amsterdam, the Netherlands.
2.3The company has its head office in the district of Munich, Federal Republic of Germany.

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Objects

Article 3

The objects of the company are:

a.to incorporate, conduct the management of, participate in and take any other financial interest in other companies and/or enterprises,in particular companies and/or enterprises which are active in the area of the sale and marketing of products of any kind, in particulartextiles, clothing, leather goods, cosmetics and accessories;
b.to render administrative, technical, financial, economic or managerial services toother companies, persons and/or enterprises;
c.to acquire, dispose of, manage and operate real property, personal property and other goods, includingpatents, trademark rights, licences, permits and other industrial property rights; and
d.to borrow and/or lend monies, provide security or guarantee or otherwise warrantperformance jointly and severally on behalf of others,

the foregoing whether or not in collaboration with thirdparties and inclusive of the performance and promotion of all activities which directly and indirectly relate to those objects, all thisin the broadest sense of the words.

Shares

Article 4

4.1The company has an issued share capital divided into one (1) or more shares.
4.2At least one (1) share must be held by a party other than the company or any of its subsidiaries and fora purpose other than for the benefit of the company or any of its subsidiaries.
4.3The shares have a nominal value of fifteen ten-thousandth eurocent (EUR 0.000015)each.
4.4All shares are registered and are numbered consecutively from 1 onwards. Each share conveys a voting right,a meeting right and a right to share in the company’s profits and reserves, in accordance with the provisions of these articlesof association.

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4.5Any right of a shareholder to receive share certificates in relation to its shares is excluded to the extent permitted by law and to the extentthat the issuance of a share certificate is not required under the rules of any stock exchange on which the shares are admitted to trading.The company is entitled to issue share certificates representing individual shares (single certificate) or several shares (global certificate).

Shareholders’ register

Article 5

A shareholders’ register will be kept in accordancewith applicable laws. The shareholders’ register may be kept in several copies and in several places. Part of the shareholders’register may be kept outside the Netherlands to comply with applicable local law or pursuant to stock exchange rules.

Issue of shares

Article 6

6.1The company may only issue shares pursuant to a resolution of the general meeting. The general meetingmay delegate its powers in this respect to the board of managing directors for a period not exceeding five years and may revoke such delegation.The delegation may be extended from time to time for a period not exceeding five years. If the general meeting has delegated its authorityto issue shares to the board of managing directors, any resolution of the board of managing directors to issue shares shall be subjectto prior approval of the supervisory board.
6.2Paragraph 1 of this article shall apply mutatis mutandis to the granting of rights to subscribe for shares but will not applyto the issuing of shares to persons exercising a previously obtained right to subscribe for shares.

Conditions for issuing of shares. Pre-emptive rights

Article 7

7.1Any resolution to issue shares shall also specify the issue price and any further conditions in connectionwith the issue. The issuing of shares shall require a notarial deed to be executed for that purpose before a civil-law notary practicingin the Netherlands, to which those involved are party.
7.2No shareholder has any pre-emptive right on any share issue or any grant rights to subscribe for shares.

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Payment on shares

Article 8

8.1On subscription for a share, payment must be made of its nominal value. The company may require that thenominal value or a part thereof only need to be paid after a certain period of time or after the company has requested such payment.
8.2Payment on a share must be made in cash unless another form of contribution has beenagreed. The company’s permission is required to pay on shares in a currency other than that in which the nominal value of the sharesis denominated.
8.3The board of managing directors is authorized to perform legal acts relating to non-cash contributions on shares and other legal actsas mentioned in article 2:204 Dutch Civil Code without prior approval of the general meeting.
8.4Payment on shares may be made by debiting the company’s reserves, if resolvedupon by the corporate body of the company authorized to resolve to issue shares.

Acquisition of shares by the company in its own capital

Article 9

The company may, with due observance of the relevant statutoryprovisions and subject to a resolution of the board of managing directors, acquire shares in its own capital on the terms and conditionsset forth in such resolution.

Capital reduction

Article 10

With due observance of article 4 paragraph 2 of thesearticles of association and the provisions of law, the general meeting may resolve to reduce the issued capital of the company, eitherby a cancellation of shares or by a reduction of the nominal value of the shares by means of an amendment of the articles of association.The provisions of article 2:216 paragraphs 2 up to and including 4 Dutch Civil Code shall apply accordingly to the resolution referredto in the previous sentence.

Transfer of shares. Restricted rights

Article 11

11.1The transfer of shares and the transfer – including the creation and disposal – of any restrictedrights attached to shares shall require a notarial deed to be executed for that purpose before a civil-law notary practicing in the Netherlands,to which those involved are party.

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11.2The transfer in accordance with paragraph 1 of this article will also be valid vis-à-vis the company by operation of law. Unless the companyis a party to the legal act, the rights attached to shares cannot be exercised until the company either acknowledges the legal act orthe notarial deed has been served upon the company in accordance with the relevant statutory provisions.
11.3A shareholder may create a usufruct or right of pledge on one or more of his or hershares.
11.4The voting rights attached to the shares encumbered with a usufruct or right of pledge shall be vestedin the shareholder. The voting right may be vested in the usufructuary or pledgee if this is stipulated on the establishment of the usufructor right of pledge or if this is agreed afterwards in writing between the shareholder and the usufructuary or pledgee.
11.5The provisions of paragraph 2 of this article shall apply mutatis mutandisto a written agreement as referred to in paragraph 4 of this article.

Transferability of shares

Article 12

Shares can be transferred freely and without any restrictionsas referred to in article 2:195 Dutch Civil Code.

Board of managing directors

Article 13

13.1The board of managing directors consists of one (1) or more managing directors, with the actual number being determined by the supervisoryboard. Each managing director of the company has the title of director (directeur). In addition, the supervisory board may grantto one managing director the title of CEO and to one managing director the title of CFO. The majority of the managing directors in officeshall be German resident.
13.2The managing directors are appointed by the general meeting, on the basis of a bindingnomination by the supervisory board.
13.3The general meeting has the right to overrule the binding nature of such nomination of the supervisoryboard by a resolution, adopted with a majority of at least two-thirds of the votes cast, representing more than half of the issued andoutstanding share capital of the company. If the binding nomination is overruled, the supervisory board shall draw up a new binding nominationto be voted upon in the next general meeting.

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13.4The general meeting shall have the right to appoint a managing director if no binding nomination has beenmade by the supervisory board within a reasonable period of a vacancy occurring.
13.5Managing directors shall be appointed for a period of four years, provided that, unless a managing directorretires sooner or upon his or her appointment a term shorter than four years has been determined, his or her term shall expire as of theclosing of the annual general meeting held in the fourth calendar year following the year of his or her appointment. A managing directormay be re-appointed, with due observance of the preceding sentence.
13.6For the purposes of article 32 paragraph 4 of these articles of association, a person who has determinedor co-determined the company’s policies as if he or she were a managing director shall be considered equivalent to a managing director,including the same responsibilities and liabilities.

Suspension and dismissal

Article 14

14.1The general meeting and the supervisory board each are authorized to dismiss a managingdirector from office at any time.
14.2The general meeting and the supervisory board each are authorized to suspend a managing director from office at any time. Either thesupervisory board or the general meeting may lift such suspension at any time and such suspension will automatically lapse if either thegeneral meeting or the supervisory board does not resolve to dismiss such managing director within three months of such suspension.

Remuneration

Article 15

15.1The company shall have a policy regarding the remuneration of managing directors. This policy shall bedetermined by the general meeting, pursuant to and in accordance with a proposal thereto by the supervisory board.
15.2The general meeting is authorized to amend the remuneration policy as referred toin paragraph 1 of this article, based on a proposal by the supervisory board.

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15.3The remuneration of individual managing directors shall be determined by the supervisory board, with dueobservance of such remuneration policy. With respect to share and share option schemes, the supervisory boardwill submit a proposal for approval to the general meeting. This proposal must at least state the number of shares or options that canbe awarded to managing directors as well as the criteria that apply to any grant or modification.

Managerial duties

Article 16

16.1Subject to the restrictions set forth in these articles of association and with due observance of thelaw, the board of managing directors is charged with the management of the company.
16.2The supervisory board shall draw up rules of procedure containing further regulations on the procedurefor holding meetings and decision-making by the board of managing directors, and its operating procedures.
16.3The board of managing directors may make a division of duties in writing, specifyingthe individual duties of each managing director.

Meetings of the board of managing directors

Article 17

17.1The board of managing directors shall meet as often as a managing director requestsa meeting.
17.2Meetings of the board of managing directors shall be generally held at the head office of the company,but may take place elsewhere, as decided by the CEO. In addition, meetings may be conducted by telephone or via videoconferencing facilities,provided that each managing director taking part in such meeting is able to hear the deliberations and can be heard by the other managingdirectors and no managing director objects thereto.
17.3Each managing director is authorized to convene a meeting of the board of managingdirectors in writing, specifying the topics to be discussed.
17.4A managing director may be represented at the meeting by a fellow managing directorauthorized by written power of attorney.
17.5No legally valid resolutions may be passed with regard to items that are not included in the agenda,the written convening notice or which have not been announced as prescribed or within the prescribed convocation term, unless the managingdirectors entitled to vote unanimously agree that resolutions on these items shall be passed.

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Resolutions of the board of managing directors. Conflictof interest

Article 18

18.1The board of managing directors adopts resolutions by a simple majority of the votes cast. Each managingdirector has a right to cast one (1) vote. In the event of a tie vote, the proposal is rejected.
18.2A managing director with a direct or indirect personal interest that conflicts with the company’s interest may not take partin the deliberations or decision-making. If no resolution can be adopted by the board of managing directors as result thereof, such resolutionmay only be adopted by the supervisory board in accordance with article 28 of these articles of association.
18.3The board of managing directors may adopt resolutions outside meetings provided that all its members entitledto vote have agreed with this method of decision-making and have expressed themselves regarding the proposal concerned in

writing.

Representative authority

Article 19

19.1The board of managing directors represents the company. The authority to represent the company is alsovested in two (2) managing directors acting jointly in the case that the board of managing directors consists of more than one (1) managingdirector.
19.2The board of managing directors may appoint officers with a limited or unlimited power of attorney. Eachofficer will represent the company within the scope of his or her authority. The officers’ titles are determined by the board ofmanaging directors.

Approval of board of managing directors resolutions

Article 20

20.1The supervisory board is authorized to make subject to its prior written approval resolutions by the boardof managing directors. Any such resolution must be clearly described and reported to the board of managing directors in writing.
20.2The absence of approval as defined in this article will not impair the representativeauthority of the board of managing directors or of the managing directors.

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Absence. Inability to act

Article 21

If one (1) or more managing director(s) is/are absentor unable to perform his/her/their duties, the remaining managing director or managing directors shall be temporarily charged with themanagement of the company. In the event of the absence or inability to act of all the managing directors or the sole managing director,a person appointed for that purpose by the supervisory board shall be temporarily charged with the management of the company.

Supervisoryboard

Article 22

The company shall have a supervisory board, consistingof at least three (3) natural persons. With due observance of the previous sentence, the number of supervisory directors shall be determinedby the supervisory board. In the event of a vacancy, the supervisory board continues to be validly constituted by the remaining supervisorydirectors.

Appointment

Article 23

23.1Supervisory directors shall be appointed by the general meeting.
23.2Subject to the applicability of paragraph 4 of this article, supervisory directors shall be appointed fora maximum period of four years, provided that, unless a supervisory director has resigned or is removed at an earlier date, his or herterm shall expire as of the closing of the annual general meeting held in the last calendar year of his or her term of appointment. Asupervisory director may be re-appointed, with due observance of the preceding sentence.
23.3If MYT Holding LLC holds directly or indirectly less than twenty-five percent (25%) of the aggregate issuedand outstanding nominal share capital of the company, the company will file a declaration confirming such event with the trade registerof the Dutch chamber of commerce and the company will publish a public announcement confirming such filing.
23.4Effective as of the moment of filing of the declaration as referred to in paragraph 3 of this article, the terms of the supervisorydirectors at that time in office will expire as of the closing of the next annual general meeting. Going forward, the term of appointmentof all supervisory directors shall expire each year at the closing of the annual general meeting.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (30)

23.5A supervisorydirector may be re-appointed, with due observance of this article.

Rotation schedule

Article 24

Until the company files the declaration referred to inparagraph 3 of article 23, the supervisory board shall establish a rotation schedule for the term of appointment for each supervisorydirector.

Dismissal, suspension and retirement

Article 25

The general meeting may at any time suspend or dismissany supervisory director. The general meeting may lift such suspension at any time and such suspension will automatically lapse if thegeneral meeting does not resolve to dismiss such supervisory director within three months of such suspension.

Remuneration

Article 26

The general meeting shall determine the remunerationof supervisory directors. Supervisory directors shall be reimbursed for their expenses.

Duty and powers

Article 27

27.1The duty of the supervisory board shall be the supervision of the policy of the board of managing directors and the general courseof affairs in the company and the enterprise connected therewith. It shall assist the board of managing directors with advice. In theperformance of their duty, the supervisory directors shall be guided by the interests of the company and the enterprise connected therewith.
27.2The supervisory board shall have access to the company’s business premises and shall be authorizedto inspect its books and records. The supervisory board may designate one (1) or more persons from its midst to exercise such powers.The supervisory board may also call on experts for assistance and determine the remuneration of such experts, which shall be paid by thecompany.
27.3The supervisory board may form supervisory board committees from among its members and define their responsibilitiesand competences in its rules of procedure.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (31)

Meetings and decision-making of the supervisory board.Conflict of interest.

Article 28

28.1The supervisory board appoints a chairperson and a vice chairperson from among its midst, who will replacethe former on his or her absence. The supervisory board also appoints a secretary, whether or not from among its midst, and makes arrangementsfor the latter’s substitution.
28.2Should both the chairperson and the vice chairperson be absent from a meeting, the said meeting itselfdesignates a chairperson.
28.3The supervisory board meets as often as its chairperson, or two (2) other supervisory directors, or theboard of managing directors deem necessary.
28.4The secretary shall take minutes of the business transacted during the meeting of the supervisory board.The minutes shall be approved by the chairperson of the supervisory board and signed by the secretary.
28.5The supervisory board adopts resolutions by a simple majority of the votes cast. Each supervisory directorhas a right to cast one (1) vote. In the event of a tie vote, the proposal is rejected.
28.6During any of its meetings, the supervisory board may pass valid resolutions only if at least half of itsmembers then in office and entitled to vote are present or represented during such meeting.
28.7The supervisory board may also adopt resolutions outside meetings provided that allits members entitled to vote have agreed with this method of decision-making and have expressed themselves regarding the proposal concernedin writing.
28.8The supervisory board may hold joint meetings with the board of managing directors as often as the supervisoryboard or the board of managing directors deems necessary.
28.9The supervisory board shall draw up rules of procedure containing further regulations on the procedurefor holding meetings and decision-making by the supervisory board, and its operating procedures.
28.10A supervisory director with a direct or indirect personal interest that conflicts with the company’s interest may not take partin the deliberations or decision-making. If all supervisory directors have a conflict of interest as referred to above, such resolutionmay be adopted by the supervisory board, irrespective of the conflict of interest.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (32)

Absence or inability to act of supervisory directors

Article 29

If one (1) or more supervisory director(s) is/are absentor unable to perform his/their duties, the remaining supervisory director(s) shall be temporarily charged with the supervision of thepolicy of the board of managing directors and the general course of affairs in the company and the enterprise connected therewith. Inthe event of the absence or inability to act of all the supervisory directors, a person appointed for that purpose by the general meetingshall be temporarily charged with the aforementioned supervision of the company.

Indemnification

Article 30

30.1The company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafterbe amended, any person who was or is made or is threatened to be made a party or is otherwise involved in a proceeding by reason of thefact that he or she (or an legal entity for whom he or she) is or was a managing director or a supervisory director, against all liabilityand loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person (including for an act or omissionthat occurred prior to the introduction of this article 30), except that no indemnification shall be made in respect of any claim, issueor matter as to which such person (i) shall have been adjudged to be liable for gross negligence or willful misconduct in the performanceof his or her duty to the company, unless and only to the extent that the court, or, in the case of arbitration, the arbitrator, havingappropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstancesof the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court, or, in the case ofarbitration, the arbitrator, having appropriate jurisdiction shall deem proper or (ii) has been covered for the costs or financial lossby an insurance and the insurer has paid out, without reservation, the costs or financial loss.
30.2The company shall be required to indemnify a current or former managing director ora current or former supervisory director in connection with a proceeding (or part thereof) initiated by such person only if the proceeding(or part thereof) was authorized by the supervisory board.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (33)

30.3The board of managing directors, subject to prior approval of the supervisory board, may resolve to indemnify any current or formerofficer or any proposed officer of the company or its subsidiaries out of the assets of the company against all costs, charges, lossesand liabilities incurred by him or her in the proper execution of his or her duties or the proper exercise of his or her powers in anysuch capacities in the company or such subsidiary including, without limitation, a liability incurred in defending proceedings in whichjudgment is given in his or her favor or in which he or she is acquitted, or which are otherwise disposed of without a finding or admissionof material breach of duty on his or her part.
30.4Expenses (including attorneys’ fees) incurred by a current or former supervisory director or currentor former managing director in defending a proceeding referenced in paragraph 1 of this article shall, upon application of such supervisorydirector or managing director, be paid by the company in advance of the final disposition of such proceeding upon a resolution of thesupervisory board with respect to the specific case; provided that the company shall have received an undertaking by or on behalf of suchcurrent or former supervisory director or current or former managing director to repay such amount unless it shall ultimately be determinedthat he or she is entitled to be indemnified by the company in accordance with this article.
30.5The company will purchase and maintain adequate insurance for the benefit of a person who is or formerlywas a managing director, a supervisory director, an officer or a proposed managing director, supervisory director or officer of the companyor any company which is or previously was a subsidiary or a company in which the company has or formerly had an interest (whether directlyor indirect), indemnifying him or her against liability for negligence, default or breach of duty or other liability, other than actsor failures to act which were intentional (opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable(ernstig verwijtbaar), unless such insurance cannot be obtained at reasonable terms.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (34)

30.6This article may be amended without the consent of the indemnified persons, but theindemnity granted in this article will remain in force for claims for the reimbursement of costs and other payments as referredto in this article that resulted from an act or omission by the indemnified person in the period when the indemnity was in effect.

Financial year. Annual accounts

Article 31

31.1The financial year commences on the first day of July of any given year and endson the thirtieth day of June of the subsequent year.
31.2The board of managing directors is required to draw up the annual accounts within five (5) months of the end of the company’sfinancial year, unless this period has been extended by a maximum of five (5) months by the general meeting on account of special circumstances.
31.3The annual accounts must be signed by the managing directors and the supervisory directors; if one (1)or more of their signatures is missing, this shall be stated giving the reason therefore.
31.4The general meeting shall have the power to adopt the annual accounts.
31.5A resolution to adopt the annual accounts shall not automatically discharge a managing director or a supervisorydirector. The general meeting may resolve to grant one or more managing directors and/or one or more supervisory directors full or partialdischarge.
31.6If all of the shareholders are also managing directors of the company, the signing of the annual accountsby all of the managing directors and all the supervisory directors shall not be considered an adoption as referred to in paragraph 4 ofthis article.
31.7The company shall instruct a qualified auditor to examine its accounts and records. The general meetingis authorized to appoint the auditor. If the general meeting fails to appoint the auditor, the supervisory board is authorized to do so.
31.8The statutory provisions apply to the directors’ report, the additional data to be added, the auditor’s report and the publication ofthe directors’ report.

Profits

Article 32

32.1The company may make distributions to the extent that the company’s equity exceeds the reservesthat the company must maintain pursuant to the law or these articles of association.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (35)

32.2The board of managing directors may resolve to make distributions, provided that theapproval of the supervisory board has been obtained.
32.3Pursuant to and in accordance with a proposal thereto by the board of managing directors, which proposalhas been approved by the supervisory board, the general meeting may also resolve to make distributions.
32.4If, after making such a distribution, the company is unable to continue paying its due and payable debts, the managing directors shall,subject to the provisions of prevailing law, be jointly and severally liable to the company for the shortfall created by the distribution.A party receiving such distribution who knows or could reasonably be expected to foresee that the distribution would make the companyunable to continue paying any of its due and payable debts shall be liable to the company for payment of the shortfall created by thedistribution, with said liability not to exceed the amount of the distribution received by that party and with due observance of the provisionsof prevailing law.
32.5In calculating the profit distribution, the shares held by the company in its own capital will not betaken into account, unless those shares are encumbered with a right of usufruct or a right of pledge, if the pledgee is entitled to thedistributions on such shares under the deed of pledge.
32.6In calculating the amount to be distributed on each share, only the amount of the obligatory paymentson the nominal amount of the shares will be taken into account.
32.7A claim of a shareholder to receive a distribution expires after five (5) years afterthe distribution has become payable.
32.8Any distribution by the company may be made in the form of cash, shares or in kind.

General meetings

Article 33

33.1At least once during each financial year, a general meeting shall be held.
33.2The agenda for such general meeting as mentioned in paragraph 1 of this article shall,include the following items:
a.the directors’ report;

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (36)

b.adoption of the annual accounts;
c.discharging the managing directors for the management they performed in the pastfinancial year;
d.discharging the supervisory directors for the supervision of the management they performedin the past financial year;
e.allocation of profit or loss;
f.the filling of any vacancies;
g.appointment of a qualified auditor; and
h.other proposals by the board of managing directors, the supervisory board or shareholdersand/or other holders of a meeting right, provided that these proposals have been raised and announced with due observanceof the provisions of article 35 of these articles of association.

Other meetings

Article 34

34.1Without prejudice to the provisions of article 33 paragraph 1 of these articles of association, other generalmeetings shall be held as often as the board of managing directors or the supervisory board considers necessary.
34.2Subject to applicable law, one or more shareholders and/or other holders of a meeting right who, alone or together, represent at leastone one-hundredth (1/100) of the issued capital may submit a written request to the board of managing directors or the supervisory boardto convene a general meeting, provided that such request contains a detailed description of the items to be addressed at said meeting.The board of managing directors and the supervisory board will take the steps necessary to ensure that the general meeting is held withinfour (4) weeks of its receipt of such request, except in the event of a countervailing substantial company interest.

Convocation of meetings. Agenda

Article 35

35.1General meetings are convened by the board of managing directors or the supervisory board, without prejudiceto the provisions laid down in article 34 paragraph 2 of these articles of association, in accordance with the applicable provisions ofthese articles of association and applicable laws.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (37)

35.2The convening notice shall specify the matters to be addressed at the general meeting.
35.3Subject to applicable law, shareholders and/or other holders of a meeting right who jointly represent at least one one-hundredth (1/100)part of the issued capital shall be entitled to request the board of managing directors and the supervisory board to place one (1) ormore matters on the agenda for the next general meeting.
35.4Upon receipt of a request as referred to in paragraph 3 of this article, the board of managing directorsand the supervisory board shall place such matter(s) on the agenda, except in the event of a countervailing substantial company interest.
35.5If there are fewer than thirty (30) days between the request for matters to be placed on the agenda and the day of thenext general meeting, the said matters shall be placed on the agenda for the general meeting thereafter, except in the event of a countervailingsubstantial company interest.

Venue for general meetings Article 36

General meetings shall be held in the municipality in whichthe company has its head office or in the municipalities of Aachen, Augsburg, Berlin, Bielefield, Braunsweig, Bremen, Bochum, Bonn, Chemnitz,Cologne, Dortmund, Dresden, Duisburg, Düsseldorf, Essen, Frankfurt am Main, Gelsenkirchen, Hamburg, Hanover, Karlsruhe, Kiel, Leipzig,Mannheim, Mönchengladbach, Munich, Münster, Nuremberg, Stuttgart, Wiesbaden, Wuppertal, all in the Federal Republic of Germany.

Chair. Minutes.

Article 37

37.1The chairperson of the supervisory board shall act as the chairperson of the general meeting. In the absence of the chairperson ofthe supervisory board, the vice-chairperson of the supervisory board shall act as the chairperson of the general meeting. In the absenceof both, the supervisory directors present at the general meeting shall appoint the chairperson of the general meeting. In the absenceof all supervisory directors, the general meeting shall appoint its own chairperson. The chairperson appoints a secretary and an inspectorof elections. If no inspector of elections is appointed, the secretary shall act as inspector of elections.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (38)

37.2The secretary shall take minutes of the proceedings at each general meeting. The said minutes shall be confirmed and signed in evidencethereof by the chairperson and the secretary. The inspector of elections shall tabulate all votes on the resolutions proposed at the generalmeeting and shall prepare a certificate of tabulation for approval and signature of the chairperson and the secretary.
37.3The chairperson of the general meeting or the party who convened the meeting mayresolve to have a notarial report made of the proceedings at the meeting.
37.4The board of managing directors is required to keep records of the resolutions adopted by the general meeting and deposit them atthe company’s office for inspection by the shareholders and other holders of a meeting right. Upon request, each shareholder andholder of a meeting right will be provided with a copy of or excerpt from the records at no more than cost.
37.5If no managing directors are present at a general meeting, the chairperson of the meeting is responsiblefor ensuring that the board of managing directors is given a copy of the resolutions adopted as soon as possible after the meeting.
37.6A written confirmation signed by the chairperson of the supervisory board or by the chairperson of thegeneral meeting stating that the general meeting has adopted a resolution constitutes valid proof of that resolution towards third parties.
37.7All issues relating to the proceedings at or concerning the meeting are decided by the chairperson of the general meeting.

Meeting right. Right to attend and vote

Article 38

38.1A meeting right is allocated to shareholders and to usufructuaries and pledgees who hold voting rights. Each person with a meetingright has the right to attend, address and, if applicable, vote at general meetings, whether in person or represented by the holder ofa written proxy. Usufructuaries and pledgees who do not hold voting rights shall not have a meeting right unless provisions to the contrarywere agreed upon the creation or transfer of the usufruct or right of pledge.
38.2Each holder of a meeting right or its representative who attends a meeting must signthe attendance list.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (39)

38.3Each holder of a meeting right or its representative participating, where permittedin accordance with these articles of association, in the general meeting by way of electronic means of communication shall be identifiedby the chairperson of the general meeting in the manner as stated in the termsand conditions mentioned in paragraph 6 of this article. The name of the holder of a meeting right and the name of any representativeparticipating in the general meeting by way of electronic means of communication shall be added to the attendance list.
38.4The managing directors and the supervisory directors have, in that capacity, an advisoryvote at general meetings.
38.5Each of the general meeting, the supervisory board and the board of managing directors may resolve to allow persons, other than thosereferred to in this article, to attend general meetings.
38.6The board of managing directors may determine that a holder of a meeting right or its representative mayattend and address general meetings, and, insofar as possible, exercise its voting right by electronic means of communication. The boardof managing directors sets the terms and conditions for electronic participation to the meeting as mentioned in the previous sentenceand announces those in the convening notice. These conditions in any case encompass the method by which the holder of a meeting rightor its representative can (i) be identified through the electronic means of communication, (ii) take direct cognizance of the proceedingsat the meeting and (iii) insofar as possible, exercise its voting right.

Resolutions of the general meeting

Article 39

39.1Resolutions are passed by a simple majority of the votes cast, unless the law orthese articles of association require a greater majority.
39.2Each share confers the right to cast one (1) vote. No votes may be cast during the general meeting fora share held by the company or any of its subsidiaries. Holders of a right of usufruct or a right of pledge on shares belonging to thecompany or any of its subsidiaries are not excluded from voting if the right of usufruct or the right of pledge was created before theshare concerned belonged to the company or one of its subsidiaries. The company or a subsidiary may not cast a vote in respect of a shareon which it holds a right of usufruct or a right of pledge.
39.3In the event the of a tie vote, the proposal is rejected.
39.4Blank votes, abstentions and invalid votes will be deemed not to have been cast.
39.5The chairperson of the general meeting determines the method of voting.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (40)

39.6The ruling by the chairperson of the general meeting on the outcome of a vote is decisive.
39.7All disputes concerning voting for which neither the law nor the articles of associationprovide a solution are decided by the chairperson of the general meeting.
39.8The conditions as referred to in article 38 paragraph 6 of these articles of association mention the mannerin which a shareholder or its representative may participate in the voting by way of electronic means.

Amendment to the articles of association

Article 40

40.1The general meeting is authorized to adopt a resolution to amend the articles of association. The generalmeeting can only resolve to amend the articles of association on proposal of the board of managing directors, which proposal has beenapproved by the supervisory board.
40.2If a proposal to amend the articles of association is submitted to the general meeting, this must alwaysbe stated in the notice convening the general meeting and simultaneously a copy of the proposal containing the proposed amendment verbatimmust be deposited at the company’s office for inspection by the shareholders and other holders of a meeting right untilthe end of the meeting.

Dissolution and liquidation

Article 41

41.1The general meeting is authorized to adopt a resolution to dissolve the company upon the submission ofsuch matter to the general meeting by the supervisory board. If a resolution is to be proposed to the general meeting for dissolving thecompany, such shall be stated in the convening notice.
41.2In the event of the company being dissolved, the managing directors shall be the liquidators of the assetsof the dissolved company, unless the general meeting appoints other persons to do so. The supervisory board shall be charged with thesupervision of the liquidation.
41.3The liquidators have the same powers, duties and liabilities as managing directors, insofar as such iscompatible with their task as liquidator.
41.4Any surplus assets remaining after the company’s debts have been settled shall be distributed to the shareholders in proportion to the aggregatenominal value of their individual shareholding.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (41)

41.5After the company has ceased to exist, the company’s accounts, records and otherdata carriers must be kept for seven (7) years by the person designated for that purpose by the general meeting or, if no such designationis made, the person designated for that purpose by the liquidators.

Exclusive forum for claims and proceedings

Article42

42.1Unless, to the extent permitted under applicable law, the company consents in writing to the selectionof an alternative forum, the competent court in Amsterdam shall be the sole and exclusive forum for:
a.any action asserting a claim for breach of a fiduciary or other duty owed by any supervisorydirector, managing director, officer, employee, or agent of the company to the company or the company’s shareholders;
b.any action asserting a claim arising pursuant to any provision of the Dutch Civil Code, the articles ofassociation of the company or the rules of procedure of the supervisory board or the board of managing directors; or
c.any action asserting a claim pertaining to the internal affairs of the company.
42.2In each case of an action or proceeding that is subject to paragraph 1 of this article, if any such action or proceeding is filedin a court other than the competent court in Amsterdam (a “foreign action”) in the name of any shareholder, such shareholdershall be deemed to have consented to: (x) the personal jurisdiction of the competent court in Amsterdam in connection with any actionor proceeding brought in such court to enforce the provisions of paragraph 1 of this article (an “enforcement action”), and(y) having service of process made upon such shareholder in any such enforcement action by service upon such shareholder’s counselin the foreign action as agent for such shareholder.
42.3Unless, to the extent permitted by applicable law, the company consents in writing to the selection of an alternative forum, the federaldistrict courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause ofaction arising under the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended,or the rules or regulations promulgated pursuant to such statutes.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (42)

42.4Any person or entity purchasing or otherwise acquiring any direct or indirectinterest in shares of the company shall be deemed to have notice of and consented to the provisions of this article.

FINAL PROVISIONS

The underlined headings in this deed have been included forease of reference only. The appearing person is known to me, notary,

IN WITNESS WHEREOF,

the original of this deed was drawn up and executed in Amsterdam, theNetherlands on the date in the first paragraph of this deed. The substance of this deed was stated and clarified to the appearing person.The appearing person declared to have taken note of the content of this deed in time before its execution, agreed to its content and didnot require a full reading of this deed. Subsequently, after limited reading in accordance with the law, this deed was signed by the appearingperson and me, notary.

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Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16] (2024)
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