UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39880

MYT NETHERLANDS PARENT B.V.

(Exact name of Registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation)

Einsteinring 9
85609 Aschheim/Munich

Germany

(Address of principal executive offices)

Charlotte Schwichtenberg

General Counsel

Einsteinring 9

85609 Aschheim/Munich

Germany

Investors@mytheresa.com

(Name, E-mail and Address of Company Contact Person)

Securities registered or to be registered, pursuant to Section 12(b) of the Act


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
American Depositary Shares, each representing one ordinary share, nominal value €0.000015 per share	MYTE	The New York Stock Exchange

目錄表

根據該法第12(G)條登記或將登記的證券：無

根據該法第15(D)條負有報告義務的證券：無

註明截至年度報告所述期間結束時發行人所屬各類資本或普通股的流通股數量：85,265,962 普通股，每股面值0.000015歐元。

如果註冊人是證券法規則405中定義的知名經驗豐富的發行人，請用複選標記表示。是☐ 不是 ☒

如果本報告是年度報告或過渡報告，則通過複選標記表明註冊人是否不需要根據1934年證券交易法第13條或第15（d）條提交報告。是的 ☐ 不是 ☒

通過勾選標記標明註冊人是否（1）在過去12個月內（或在註冊人被要求提交此類報告的較短期限內）提交了1934年證券交易法第13或15（d）條要求提交的所有報告，以及（2）在過去90天內是否遵守此類提交要求。是的 ☐ 不是 ☒

用複選標記表示註冊人是否在過去12個月內(或在註冊人被要求提交此類文件的較短時間內)以電子方式提交了根據S-T規則第405條(本章232.405節)要求提交的每個交互數據文件。是 ☒ 沒有 ☐

用複選標記表示註冊者是大型加速文件服務器、加速文件服務器、非加速文件服務器還是新興成長型公司。請參閱《交易法》第12b-2條規則中的「大型加速申報公司」、「加速申報公司」和「新興成長型公司」的定義。


大型加速文件服務器	☐	加速文件管理器	☐	非加速文件服務器	☒
				新興成長型公司	☒

如果一家新興成長型公司按照美國公認會計原則編制其財務報表，用勾號表示註冊人是否已選擇不使用延長的過渡期來遵守根據交易法第13(A)節提供的任何新的或修訂的財務會計準則。☐

用複選標記表示註冊人是否提交了一份報告，證明其管理層根據《薩班斯-奧克斯利法案》(《美國聯邦法典》第15編，第7262(B)節)第404(B)條對其財務報告的內部控制的有效性進行了評估，該評估是由編制或發佈其審計報告的註冊會計師事務所進行的。☐

如果證券是根據該法第12(B)條登記的，應用複選標記表示登記人的財務報表是否反映了對以前發佈的財務報表的錯誤更正。☒

用複選標記表示這些錯誤更正中是否有任何重述需要對註冊人的任何執行人員在相關恢復期間根據第240.10D-1(B)條收到的基於激勵的補償進行恢復分析。☒

用複選標記表示註冊人在編制本文件所包括的財務報表時使用了哪種會計基礎：


美國公認會計原則	☐	國際財務報告準則頒佈的國際會計準則委員會☒	其他	☐

如果在回答前一個問題時勾選了「其他」，請用勾號表示登記人選擇遵循哪個財務報表項目。項目17☐ 項目18 ☐

如果這是一份年度報告，請用複選標記表示註冊人是否爲空殼公司(如《交易法》第12b-2條所定義)。是☐ 沒有 ☒

目錄表

財務和其他資料的列報

我們根據國際會計準則委員會(「IASB」)發佈的國際財務報告準則(「IFRS」)進行報告，該準則在某些重大方面與美國公認會計准則(「美國公認會計原則」)有所不同。我們的財務報表都不是按照美國公認會計准則編制的。本年度報告20-F表格中的綜合財務報表和財務信息是爲MYT荷蘭母公司及其子公司，包括Mytheresa Group GmbH(「MGG」)編制的。除上下文另有要求或另有說明外，凡提及MYT荷蘭母公司b.V.的財務信息，均包括其合併子公司。

我們的財務信息是以歐元表示的。爲了方便讀者，我們將我們的一些金融信息轉換爲美元。除非另有說明，否則這些換算分別以紐約聯邦儲備銀行2023年6月30日和2024年6月30日的午間買入利率歐元兌1.092美元和歐元兌1.0711美元進行。這樣的美元金額並不一定表明在指定日期兌換歐元時實際可以購買的美元金額。本年度報告中提及的「美元」、「美元」或「美元」均指美元，所有提及的「歐元」或「歐元」均指歐元。

我們的財政年度從7月1日開始，到下一年的6月30日結束，例如，2024財年指的是截至2024年6月30日的一年。

我們已對本年報所載的部分數字作出四捨五入的調整。因此，在某些表格中顯示爲合計的數字可能不是其前面數字的精確算術聚合。

本年度報告中明確的術語和關鍵績效指標

在整個年度報告中，我們使用了一些關鍵術語，並提供了一些管理層使用的關鍵績效指標。這些關鍵業績指標在題爲「項目5：業務和財務審查及展望--A」的各節中有更詳細的討論。經營業績“。我們對這些術語的定義如下：

●

「活躍客戶」是指在過去12個月內在我們的網站上至少進行過一次在線購買的唯一客戶帳戶。

●

「調整後的EBITDA和調整後的EBITDA利潤率」是指扣除財務費用(淨額)、所得稅、折舊和攤銷前的淨收入，調整後不包括其他與交易有關的費用、某些法律和其他費用以及基於股份的薪酬支出。調整後的EBITDA不是按照國際財務報告準則計算的。調整後的EBITDA利潤率是根據淨銷售額計算的非國際財務報告準則財務指標。關於我們爲什麼使用調整後的EBITDA和調整後的EBITDA利潤率以及與根據國際財務報告準則計算的最直接可比計量的對賬的解釋，請參閱「第5項：經營和財務回顧及展望--A.經營業績」。

●

「調整後的營業收入和調整後的營業收入幅度」是指根據其他與交易有關的費用、某些法律費用和其他費用以及以股份爲基礎的薪酬費用的影響而調整的營業收入。調整後的營業收入不按照國際財務報告準則計算。經調整的營業收入利潤率是非國際財務報告準則的財務計量，是根據淨銷售額計算的。關於我們爲什麼使用調整後營業收入和調整後營業收入利潤率以及與根據國際財務報告準則計算的最直接可比計量的對賬的解釋，請參閱「第5項：經營和財務回顧及展望--A.經營業績」。

●

「調整後淨收益和淨收益邊際」是指經其他交易相關、某些法律和其他費用以及以股份爲基礎的薪酬費用的影響而調整的淨收益。調整後的淨收入不按照「國際財務報告準則」計算。調整後的淨收入差額是根據淨銷售額計算的非「國際財務報告準則」財務指標。關於我們使用調整後淨收益和淨收入差額以及與根據國際財務報告準則計算的最直接可比計量的對賬的原因，請參閱「第5項：經營和財務回顧及展望--A.經營成果」。

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「平均訂單價值」是管理層使用的運營指標，計算方法爲：在截至所列期間最後一天的會計年度內，從我們的網站發運的在線訂單的總GMV除以同一12個月期間發運的在線訂單總額。

目錄表

不能保證客戶將來會繼續從我們這裏購買商品。如果消費者的可自由支配收入減少，他們可能會購買更少或更低價格的產品。在經濟不確定時期，我們可能需要降價以應對競爭壓力或以其他方式保持銷售，這可能會對我們與品牌合作伙伴的關係以及我們的業務、財務狀況、運營結果和前景產生不利影響。

奢侈品時尚業可能會變得不穩定，很難預測。

在奢侈品時尚行業，客戶需求可能會根據許多因素而迅速變化，包括在線和實體競爭對手的行爲、競爭對手的促銷活動、快速變化的品味和偏好、新產品和服務的頻繁推出、技術和互聯網的進步以及宏觀經濟因素，其中許多因素是我們無法控制的。在這種不斷變化的環境下，我們未來的業務戰略、實踐和結果可能無法達到預期或對客戶需求做出足夠快的反應，我們可能在適應任何變化時面臨運營困難。任何這些事態發展都可能損害我們的業務、財務狀況、運營結果和前景。

我們的持續成功在很大程度上取決於對我們品牌的積極看法，如果受到侵蝕，可能會對我們的客戶、員工和品牌合作伙伴關係產生不利影響。

客戶對我們的網站、產品、第三方供應商、產品交付時間、物流提供商(如DHL、聯邦快遞和UPS)、社交媒體提供商、客戶支持、客戶數據處理或安全做法，特別是在博客和社交媒體平台上的投訴或負面宣傳，可能會迅速和嚴重地降低對我們網站的使用以及現有和潛在客戶以及品牌合作伙伴對我們的信心，這可能會損害我們的品牌和業務。我們認爲，到目前爲止，我們客戶群的增長部分來自社交媒體、有影響力的營銷和聯盟營銷。如果我們不能與我們的有影響力的人和附屬營銷合作伙伴發展和保持積極的關係，或者如果我們或此類合作伙伴成爲負面宣傳的目標，包括與社會或政治事件的反應有關，如烏克蘭戰爭、哈馬斯-以色列戰爭、黑人生命也是運動或反對在社交媒體上使用毛皮的抗議活動，我們在社交媒體上宣傳和維持我們的網站和品牌的知名度以及利用社交媒體平台吸引客戶訪問我們網站的能力可能會受到不利影響，這可能對我們的業務、財務狀況、運營結果和前景產生不利影響。

我們依賴於我們的廣告努力的成功。如果我們不能以具有成本效益的方式通過營銷努力獲得新客戶，或者根本不能，我們可能無法增加淨銷售額或保持盈利能力。

我們的成功取決於我們的營銷努力是否成功，以具有成本效益的方式獲得客戶。我們的廣告努力主要包括基於品牌和績效的廣告、公關和活動。爲了擴大我們的客戶基礎，我們必須吸引和吸引那些歷史上使用其他方式購買奢侈品並可能更喜歡我們產品的替代方案的客戶，例如傳統的實體零售商和我們競爭對手的網站。我們在客戶獲取方面進行了大量投資，並預計將繼續花費大量資金來獲取更多客戶。例如，我們的績效廣告包括付費搜索/產品列表美國存托股份、關聯網絡、展示預測和重新定位以及其他數字渠道。

除了我們基於表現的廣告，我們還可以使用第三方社交媒體平台作爲營銷工具。例如，我們目前擁有TikTok、Instagram、Facebook、Twitter、Pinterest、YouTube、微博、微信和Naver帳戶。隨着現有的電子商務和社交媒體平台繼續快速發展和新平台的發展，我們必須繼續在這些平台上保持存在，並在新的或新興的流行社交媒體平台上建立存在。如果我們不能經濟高效地使用我們的一些社交媒體平台作爲營銷工具，或者如果我們使用的社交媒體平台發展得不夠快，不足以讓我們優化對這些平台的使用，我們吸引新客戶的能力和我們的財務狀況可能會受到影響。此外，隨着監管這些平台使用的法律和法規迅速發展，我們或我們的員工在使用這些平台時未能遵守適用的法律和法規或其他方面可能會使我們受到監管調查、集體訴訟、責任、罰款或其他處罰，並對我們的業務、財務狀況和運營結果產生重大不利影響。

目錄表

由於我們在廣告努力中依賴數字渠道，我們也受到某些風險的影響。數字渠道會定期改變它們的算法和策略，而我們在有機搜索和社交媒體訂閱中的可見度排名可能會受到這些變化的不利影響。這在過去就發生過，需要我們增加付費營銷的支出，以抵消流量的損失。此外，蘋果和谷歌等數字平台已宣佈修改其隱私政策，一旦實施，可能會對我們向最相關的潛在客戶提供更相關在線廣告的能力產生不利影響。搜索引擎公司也可能會認定我們沒有遵守他們的指導方針，並在他們的算法中懲罰我們。即使增加了營銷支出，以抵消因算法變化而造成的搜索引擎優化流量的任何損失，有機流量的恢復期也可能跨越數個季度或數年。如果數字平台改變他們的政策，或者用他們的算法、服務條款、搜索結果的顯示和特色來懲罰我們，或者如果廣告競爭加劇，我們可能無法以經濟高效的方式吸引客戶。隨着在線廣告競爭的加劇，其中一些服務的成本也增加了。

此外，我們與時尚和娛樂業中有影響力的人物、社交媒體和名人影響力合作，以推廣我們的網站。這樣的宣傳活動代價高昂，而且可能不會以划算的方式獲得新客戶。此外，與有影響力的人建立關係的競爭正在加劇，維持這種關係的成本可能會增加。此外，我們不規定影響我們的人發佈什麼，如果我們被要求對他們發佈的內容或他們的行爲負責，我們可能會被迫改變我們的做法，這可能會對我們的業務產生不利影響。與我們保持關係的有影響力的人、設計師和名人可能會採取行爲或使用他們的平台直接與我們的客戶溝通，這種方式反映了我們的品牌不佳，可能被歸因於我們或以其他方式對我們產生不利影響。傷害可能是直接的，而不是給我們一個補救或糾正的機會。

我們從新客戶獲得的淨利潤最終可能不會超過獲得這些客戶的成本。此外，我們可能不得不加大促銷力度和支出，或者提供比目前預期更多的激勵措施，以吸引更多的在線消費者，並將他們轉化爲購買消費者，這可能會對我們的利潤率產生負面影響。如果我們不能提供獨一無二的購物體驗，或者如果客戶不認爲我們提供的產品是反映最新時尚趨勢的獨特奢侈品，我們可能無法獲得新客戶。如果我們無法獲得購買足夠數量的商品來增長業務的新客戶，我們可能無法產生必要的增長，以推動與品牌合作伙伴的有益網絡效應，我們的淨銷售額可能會下降，我們的業務、財務狀況和運營結果可能會受到不利影響。

我們未能留住現有客戶，或未能維持平均訂單價值或客戶支出水平，可能會損害我們的淨銷售額增長，這可能會對我們的業務和運營結果產生重大不利影響。

我們淨銷售額的很大一部分來自對現有客戶的銷售，特別是那些高參與度並經常和/或大量購買我們提供的商品的現有客戶。在2024財年，前3.7%的客戶約佔我們總銷售額的39.2%。如果現有客戶不再認爲我們的產品有吸引力，或將他們的購物和購買偏好轉移回實體店，或者如果我們無法及時更新我們的產品以滿足當前的趨勢和客戶需求，我們的現有客戶未來可能會減少或減少購買。重複購買的現有客戶數量的減少或他們在我們提供的商品上的支出減少可能會對我們的運營結果產生負面影響。此外，我們認爲，我們未來的成功在一定程度上將取決於我們隨着時間的推移增加對現有客戶銷售的能力，如果我們無法做到這一點，我們的業務可能會受到影響。如果我們不能產生重複購買或保持高水平的客戶參與度和平均支出，我們的財務狀況、運營結果和增長前景可能會受到不利影響。

此外，對於我們最有價值的客戶，我們投資於在不同的國際地點舉辦獨家活動、個人購物者和麪對面的造型會議。如果我們在此類個人活動上的投資不能從我們的頂級客戶那裏產生足夠的淨銷售額增長，如果我們無法留住我們最有價值的客戶，或者如果他們沒有購買足夠數量的商品來增長我們的業務，我們可能無法產生必要的增長來推動與我們的品牌合作伙伴的有益網絡效應，我們的淨銷售額可能會下降，我們的業務、財務狀況和運營結果可能會受到不利影響。

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我們未能與品牌合作伙伴保持牢固的關係，可能會限制我們提供差異化奢侈品的能力，並損害我們的業務和前景。

我們與知名品牌合作伙伴的關係是我們成功的關鍵因素。我們的許多品牌合作伙伴限制了他們用來銷售商品的零售和批發渠道的數量，我們與我們的品牌合作伙伴沒有保證的供應安排。我們幾乎所有的奢侈品牌都是由競爭對手零售商銷售的，並擁有自己的專有零售店和/或與我們競爭的網站。因此，不能保證我們的任何品牌合作伙伴將繼續向我們銷售產品或滿足我們的質量、風格和數量要求。我們的一些品牌合作伙伴還在允許我們銷售其產品的地方施加了限制。未來，其他品牌合作伙伴可能也會限制我們在某些地區銷售他們的產品。我們未能向我們的品牌合作伙伴提供以保持品牌完整性的方式展示其產品的能力，可能會對我們與此類品牌合作伙伴的關係產生不利影響。

我們的分銷模式已經發展，而且很可能也會隨着時間的推移而發展，在其他分銷模式中，包括品牌合作伙伴保留庫存所有權的安排，在某些情況下，直接發貨給客戶，而品牌合作伙伴向我們支付佣金。任何這種分銷模式都可能導致我們未來的收入構成、庫存水平和利潤率發生變化，可能對我們未來的淨銷售額增長率和毛利率產生負面影響，這可能會導致不利的市場反應。此外，如果我們不能繼續控制與在我們網站上購物相關的全部客戶體驗，我們的品牌和聲譽可能會受到不利影響。此外，在受監管的平台模式下，品牌合作伙伴可能要求我們共享客戶數據，但必須得到客戶遵守GDPR和其他隱私法的積極同意，這可能會導致客戶關係隨着時間的推移而被稀釋。

如果我們不能以全價銷售品牌合作伙伴的產品，而以折扣價提供此類產品，品牌合作伙伴關係也可能受到不利影響。如果我們確實認爲爲了管理庫存或出於其他原因(我們在每種情況下都仔細評估)而對我們的品牌合作伙伴的產品進行折扣在商業上是明智的，這種行爲可能會破壞我們品牌合作伙伴的定價和客戶獲取策略，進而間接減少他們的淨銷售額。

我們與Vestiaire Collective的合作也可能對我們的品牌合作伙伴關係產生不利影響。Vestiaire Collective爲我們的高端奢侈品客戶提供轉售服務。與轉售服務提供商建立合作伙伴關係可能會被我們的品牌合作伙伴視爲與他們自己的奢侈品競爭，這可能會導致品牌合作伙伴商品的銷售額減少。因此，品牌合作伙伴可能不太願意在即將到來的季節爲我們提供差異化的奢侈品，這可能會對我們與高端客戶的關係產生不利影響。

在總體經濟、行業或競爭狀況發生不利變化的時期，我們的一些品牌合作伙伴可能會遇到現金流問題，從銀行、因素或其他金融機構獲得的可用信貸減少，或資金成本上升。爲了回應這些條件或對我們或我們聯屬公司財務狀況的擔憂，這些品牌合作伙伴可能會試圖提高價格，改變我們可以獲得的歷史信用和付款條款，或採取其他行動。我們的某些品牌合作伙伴根據我們下的訂單使用第三方貿易信用來補貼他們的部分生產成本。在某些情況下，這促使品牌合作伙伴改變了我們可以獲得的歷史信用和支付條款。他們還可能在供應鏈上遇到問題，這可能會推遲向我們交付他們的產品。如果這種情況在未來再次發生，可能會擾亂我們的商品採購和訂單履行，並對我們的流動性產生不利影響。

我們依賴客戶可自由支配的支出，這可能會受到經濟低迷、通脹和其他宏觀經濟狀況或趨勢的不利影響。

我們銷售奢侈的時尚商品。儘管奢侈品市場對經濟低迷的敏感度低於普通商品市場，但我們的客戶購買商品仍然是可自由支配的，因此取決於客戶的支出水平，特別是富裕客戶的支出水平。因此，我們的業務和運營結果受到全球經濟和政治條件及其對客戶可自由支配支出的影響。一些可能對客戶支出產生負面影響的因素包括高失業率、通貨膨脹加劇、客戶債務水平上升、淨資產縮水、不利的健康發展、資產價值下降和相關市場不確定性、房屋止贖和房屋價值下降、利率和信貸供應波動、燃料和其他能源成本波動、大宗商品價格波動。匯率的波動以及國家和全球地緣政治和經濟的不確定性，包括與關稅或貿易法有關的不確定性。

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這些因素中的任何一個都可能對我們與這些品牌合作伙伴的關係以及我們從這些品牌合作伙伴購買產品的數量或時間產生不利影響，並可能對我們的業務、財務狀況、運營結果和前景產生不利影響。

如果我們的品牌合作伙伴或服務提供商不繼續生產與我們的標準或適用的法規要求一致的產品或服務，這可能會對我們的系列質量產生不利影響，引起客戶不滿，並損害我們的聲譽。

我們不擁有或經營任何製造設施，也不設計我們銷售的商品。我們的品牌合作伙伴設計、製造和向我們供應產品的能力可能會受到其他零售商下的競爭訂單和這些零售商的需求的影響。如果我們的需求大幅增加，或需要更換大量商品，則不能保證在需要時會以我們可以接受的條款提供額外的供應，或者根本不能保證任何品牌供應商會爲我們分配足夠的產能來滿足我們的要求。

此外，質量控制問題，如使用材料和交付不符合我們的質量控制標準和規範或不符合適用法律或法規的產品，可能會損害我們的業務。我們網站上展示的所有產品都經過了嚴格的挑選過程，質量是這個挑選過程中不可或缺的一部分。一旦收到我們配送中心內的所有貨物，產品的質量就會受到控制，質量控制問題可能會導致監管行動，如限制進口、劣質產品或產品庫存中斷或短缺，這可能會損害我們的銷售，並導致無法使用的產品的庫存減記。我們還將部分分銷流程以及某些與技術相關的功能外包給第三方服務提供商。具體地說，我們依賴於許多外國國家和地區的第三方，我們的網站依賴第三方進行信用卡處理、託管和聯網。其中一個或多個實體未能及時或完全不按我們預期的價格提供預期服務，或在將這些外包職能轉移到我們的管理和直接控制下或另一第三方的過程中產生的成本和中斷，可能會對我們的業務、財務狀況和運營結果產生重大不利影響。

我們未能成功推出新的產品類別，可能會損害我們的業務、財務狀況、運營結果和前景。

作爲我們正在進行的業務戰略的一部分，我們預計將在服裝、鞋子、箱包和配飾等傳統產品類別中推出新產品，同時將我們的產品推出擴展到我們可能幾乎沒有運營經驗的相鄰類別。MyTheresa Kids、Mytheresa Men和Mytheresa Life將我們精心策劃的產品擴展到這些龐大而服務不足的類別。如果我們不能有效地向新客戶和現有客戶推銷這些類別，這些產品線的推出可能不會像我們預期的那樣成功。我們無法成功地在我們的傳統類別或相鄰類別中推出新產品，可能會限制我們未來的增長，並對我們的業務、財務狀況、運營結果和前景產生重大不利影響。

我們旗艦店的任何中斷都可能對我們的業務、運營結果、財務狀況和前景產生負面影響。

我們淨銷售額的一部分(2024財年約爲2%)來自慕尼黑旗艦店和同樣位於慕尼黑的男裝店。因此，與我們在地理上更加多元化的競爭對手相比，我們更容易受到影響慕尼黑周邊大都市區的經濟和其他條件的影響。可能影響我們經營結果的因素包括但不限於不利的健康發展、人口結構、人口和員工基礎的變化、工資增長、未來經濟狀況的變化、惡劣天氣條件和冬季風暴。任何對該地區產生負面影響的事件或情況都可能對我們的淨銷售額和盈利能力產生不利影響。這樣的情況可能會導致客戶在我們商店的流量和支出減少、對我們商店的物理損害、庫存損失或我們商店的關閉。這些因素中的任何一個都可能擾亂我們的業務，並對我們的業務、財務狀況和經營結果產生不利影響。

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如果我們不能有效地管理匯率的波動，我們的經營結果可能會受到不利影響。

我們面臨着外匯波動帶來的市場風險。我們淨銷售額和支出的主要部分來自我們在歐盟以外的業務，我們預計這些業務將佔我們未來淨銷售額和支出的重要部分。我們使用的外國服務供應商的成本受到當地貨幣對歐元匯率波動的影響，或者他們的服務以歐元以外的貨幣定價，包括英鎊、美元和瑞士法郎。我們還在海外地區實現了可觀的銷售，主要是英國、美國、中國、韓國和中東。我們的品牌合作伙伴在購買面料和其他原材料時也可能受到匯率波動的影響，並可能將任何此類增加的成本轉嫁給我們。我們可能無法將上漲的價格轉嫁給客戶，這可能會對我們的業務和財務狀況產生不利影響。

我們的某些關鍵運營指標在衡量方面受到內在挑戰，此類指標中真實或感知的不準確可能會損害我們的聲譽，並對我們的業務產生負面影響。

我們使用內部數據分析工具跟蹤某些關鍵運營指標，這些工具具有一定的侷限性。此外，我們依賴從第三方(包括第三方平台)收到的數據來跟蹤某些業績指標。來自此類來源的數據可能包括與欺詐性帳戶和與我們網站的互動有關的信息(包括使用機器人或其他自動或手動機制來生成通過我們網站或其帳戶提供的虛假印象的結果)。我們只有有限的能力來驗證來自我們網站或第三方的數據，欺詐性印象的肇事者可能會改變他們的策略，可能會變得更加老練，這將使檢測此類活動變得更加困難。

我們跟蹤指標的方法也可能會隨着時間的推移而變化，這可能會導致我們報告的指標發生變化。如果由於我們使用的內部數據分析工具或從第三方收到的運營數據存在問題，或者如果我們的內部數據分析工具包含算法或其他技術錯誤，我們報告的運營數據可能不準確或無法與前一時期相比，我們可能會低估或高估業績。此外，與我們衡量運營數據的方式有關的限制、變化或錯誤可能會影響我們對業務某些細節的理解，從而可能影響我們的長期戰略。

如果我們的運營指標不能準確地表示我們產品和網絡的覆蓋範圍或貨幣化程度，如果我們發現我們的指標或這些指標所基於的運營數據中存在重大不準確之處，或者如果我們不再能夠足夠準確地計算我們的任何關鍵運營指標，並且找不到足夠的替代指標，我們的業務、財務狀況和運營結果可能會受到不利影響。

如果我們不能有效地管理我們的庫存，我們的運營結果可能會受到不利影響。

我們的業務要求我們有效地管理大量的庫存。我們每週在我們的網站上添加大約800個新的服裝、鞋類、配飾和精品珠寶，我們根據對各種產品的需求和受歡迎程度的預測來做出購買決定和管理我們的SKU庫存。然而，從訂購庫存到銷售之日，對產品的需求可能會發生重大變化。需求可能會受到整體銷售季節的變化、新產品發佈、產品週期和定價的快速變化、產品缺陷、同行的庫存過剩以及市場上不可預見的高水平促銷活動的影響，客戶消費模式的變化、客戶對我們提供的產品的品味變化以及其他因素，以及我們的客戶可能無法購買我們預期數量的產品。

我們業務的季節性與傳統零售商不同，例如，由於我們的業務遍及全球，因此通常將淨銷售額集中在假日季度。考慮到整體銷售季節的變化，可能很難準確預測需求並確定適當的產品水平。我們通常沒有權利將未售出的產品退還給我們的品牌合作伙伴，在我們確實有權退還給供應商以換取信用票據的情況下，我們仍然受到品牌合作伙伴的信用風險的影響。此外，如果我們不能繼續以優惠的條款和條件獲得營運資金融資，無論是通過銀行融資還是通過供應商融資，我們響應對營運資本的季節性需求的能力可能會受到負面影響。如果我們不能有效地管理我們的庫存，或與第三方供應商協商有利的信用並返回供應商條款，我們可能會面臨庫存過時、庫存價值下降、利潤率下降以及庫存減記或註銷的風險增加。此外，如果我們被要求降低銷售價格以降低庫存水平，我們的利潤率可能會受到負面影響，這種降價可能會損害我們與品牌合作伙伴的關係。上述情況中的任何一項，包括烏克蘭持續戰爭帶來的經濟不確定性，都可能對我們的業務、財務狀況和運營結果產生實質性和不利的影響。

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高於當前水平的商品退貨增加可能會損害我們的業務。

根據我們的退貨政策，我們允許客戶退貨。如果商品退貨率大幅增加或商品退貨經濟變得不那麼有效，我們的業務、財務狀況和運營結果可能會受到損害。此外，我們會不時修改與退貨相關的政策，這可能會導致客戶不滿意或產品退貨數量增加。我們的產品在運輸過程中不時會發生損壞，這種損壞的發生任何增加都會增加退貨率，損害我們的業務。

我們及時向客戶交付商品的能力目前主要取決於兩個配送中心。如果我們的配送中心遭受損失或中斷，我們的業務和運營可能會受到不利影響。

我們及時向客戶交付商品的能力主要取決於兩個配送中心以及直接履行訂單的某些品牌合作伙伴。儘管我們最近在萊比錫開設了配送中心，但在我們能夠優化我們的程序和流程並培訓員工之前，我們在運營萊比錫工廠的過程中可能會受到履行能力的影響。如果我們沒有足夠的履行能力，我們的品牌合作伙伴的訂單履行或交付中斷不及時，我們的客戶可能會遇到交貨延遲，這可能會損害我們的聲譽和我們與客戶的關係。

我們設計和構建了我們自己的履行基礎設施，以滿足我們業務的特定需求。如果我們繼續增加或更改我們的履行和倉儲能力，增加具有不同履行要求的新業務或類別，或者改變我們銷售的產品組合，我們的履行網絡將變得越來越複雜，可能會受到勞動力中斷風險的影響，並增加維持經濟高效運營的挑戰。如果我們無法爲我們的履行中心配備足夠的人員來滿足需求，或者如果由於強制加薪、法規變化、國際擴張或其他因素，此類人員成本高於歷史或預計成本，我們的運營結果可能會受到損害。此外，運營和優化我們的履行網絡也伴隨着潛在的風險，例如工作場所安全問題和因未能或據稱未能遵守勞動法或有關工會組織活動的法律而提出的僱傭索賠。任何此類問題都可能導致運輸時間或包裝質量的延遲，並可能損害我們的聲譽和運營結果。

我們預計，我們目前和預計的產能將支持我們的近期增長計劃。從長遠來看，我們可能無法按照我們的擴張計劃，以商業上可以接受的條件找到合適的設施，也無法招聘到合格的管理和運營人員來支持我們的擴張計劃。如果我們的增長速度快於我們的預期，我們可能會比我們預期的更早超出履行中心的能力，我們可能會遇到及時履行訂單的問題，或者我們的客戶可能會在收到他們的採購時遇到延遲，並且我們需要比預期更多地增加資本支出。與我們的履行中心相關的許多費用和投資都是固定的，我們履行中心基礎設施的任何擴展都將需要額外的資本投資。我們預計未來我們的履約中心運營將產生更高的資本支出。我們可能會在預期銷售之前發生此類費用或進行此類投資，而此類預期銷售可能不會發生。如果我們無法獲得新的設施來擴大我們的履行業務或有效控制與擴張相關的費用，我們的業務、財務狀況、運營結果和前景可能會受到不利影響。

宣佈關閉Heimstetten配送中心可能會對我們及時向客戶交付商品的能力、我們的聲譽以及我們與客戶的關係產生不利影響，並可能擾亂我們的運營和財務業績。

作爲我們專注於全球增長、卓越運營和持續盈利的戰略重點的一部分，我們於2024年7月16日宣佈將我們的配送和運輸職能整合到我們在德國萊比錫新開設的最先進的配送中心，該中心已經覆蓋了所有客戶發貨量的80%。爲了整合我們的配送和運輸功能，我們在德國海姆施泰頓的傳統配送中心將被關閉。所有庫存將轉移到萊比錫配送中心，所有受這一變化影響的員工都有機會轉移到萊比錫的配送中心，或以其他方式獲得社會可接受的商定解決方案的支持。儘管我們正在整合我們在萊比錫的配送和運輸功能，但Heimstetten配送中心的關閉可能會導致我們的履行能力中斷。如果我們沒有足夠的履行能力，我們的品牌合作伙伴的訂單履行或交付中斷不及時，我們的客戶可能會遇到交貨延遲，這可能會損害我們的聲譽和我們與客戶的關係。

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關閉我們的Heimstetten配送中心可能需要大量的資本和運營費用。此類費用可能包括法律合規成本、設施關閉成本和其他重組費用。Heimstetten配送中心的關閉可能會進一步導致收入、利潤、現金流的損失，以及對我們的業務和運營產生其他實質性影響。我們還承擔因以下原因造成損失的風險：關鍵員工的潛在損失；我們的分銷或履行中心的有形損害或破壞；庫存被盜、丟失或損壞；以及此類事件造成的業務中斷。同樣，無論是由於Heimstetten配送中心的關閉，還是由於我們無法控制的外部因素，我們的任何配送中心或履行中心的運營發生重大中斷，都可能延誤向我們客戶發貨，潛在地損害我們的聲譽和客戶關係，並導致收入損失。這些事件及其影響可能會擾亂我們的運營並對我們產生不利影響，並可能對我們的財務業績產生重大不利影響。

我們的行動結果可能會受到自然災害、公共衛生危機、政治危機或其他災難性事件的不利影響。

自然災害、不可預見的公共衛生危機、政治危機或其他災難性事件，無論是發生在歐盟還是國際上，都可能擾亂我們在任何辦公室和物流中心的運營，或者擾亂我們一個或多個品牌合作伙伴或與我們有業務往來的其他第三方的運營。特別是，這些類型的事件可能會影響我們的商品供應鏈，包括我們向受影響地區的客戶運送商品的能力，並可能影響我們或第三方運營我們的網站和運送商品的能力。此外，這些類型的事件可能會對受影響地區的客戶支出產生負面影響。一旦這些事件發生，我們的業務和經營結果可能會受到不利影響。

運輸安排的任何變化或運輸的任何中斷都可能對我們的經營結果產生不利影響。

我們的運輸主要依賴三大供應商：DHL、聯邦快遞和UPS。如果我們不能與這些實體談判可接受的價格和其他條款，如果他們大幅提高運費，或者他們遇到業績問題，例如對不利的健康發展、通貨膨脹或工人短缺或停工的反應，或其他困難，這可能會對我們的運營結果和客戶體驗產生負面影響。此外，我們高效接收入境庫存和向客戶發貨的能力可能會受到不利的衛生事態發展和相關應對措施、惡劣天氣、火災、洪水、停電、地震、勞資糾紛、戰爭或恐怖主義行爲、貿易禁運和類似因素的負面影響。例如，未來國際主要航運港口的罷工可能會影響我們品牌合作伙伴的庫存供應，美國、歐盟、俄羅斯、中國和其他某些地區之間的貿易爭端可能會導致我們的商品關稅增加，並限制美國、歐盟、俄羅斯和中國之間的商品流動。我們還面臨運輸供應商在交貨過程中發生損壞或丟失的風險。這些因素中的任何一個都可能導致銷售減少或訂單取消，這可能會限制我們的增長並損害我們的聲譽。如果我們的商品沒有及時發貨或在發貨過程中損壞或丟失，我們的客戶可能會感到不滿，停止在我們的網站上購物，這將對我們的業務、財務狀況、運營結果和前景產生實質性的不利影響。

我們的業務，包括我們的成本和供應鏈，都受到與採購和倉儲相關的風險的影響。

我們在我們網站上提供的所有商品都直接來自我們的品牌合作伙伴，因此我們可能會受到價格波動或供應中斷的影響。我們的經營結果將受到商品價格上漲的負面影響，我們不能保證價格不會上漲。此外，隨着我們擴展到新的類別和產品類型，我們可能在這些新領域沒有強大的購買力，這可能導致價格比我們當前類別的歷史上看到的更高。我們可能無法將上漲的價格轉嫁給客戶，這可能會對我們的運營結果產生不利影響。此外，如果用於生產我們提供的商品的面料或原材料的供應發生重大中斷，我們的品牌合作伙伴可能無法以可接受的價格找到類似質量的材料的替代供應商。如果客戶或潛在客戶認爲我們的商品沒有達到他們的預期、標籤不正確或損壞，我們可能會產生額外的費用，我們的聲譽可能會受到損害。

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我們面臨着與支付相關的風險。

除了店內現金外，我們還接受多種支付方式，包括信用卡、Mytheresa禮品卡、借記卡、貝寶、支付寶和微信支付，這將使我們受到某些法規的約束和欺詐的風險，而且我們可能會在未來向客戶提供新的付款方式，這些支付方案將受到額外法規和風險的約束。我們支付與信用卡支付相關的交換費和其他費用，這些費用可能會隨着時間的推移而增加，並對我們的經營業績產生不利影響。我們主要依靠Adyen作爲支付處理商。如果第三方支付處理商遇到中斷、延遲或服務不可用，或者如果我們過渡到新的第三方支付處理商，而過渡導致中斷、延遲或服務不可用，我們可能無法及時處理支付。雖然我們使用第三方處理支付，但我們的流程必須遵守支付卡協會操作規則和認證要求，包括支付卡行業數據安全標準(「PCI-DSS」)和電子資金轉賬規則、歐盟關於加強客戶身份驗證的監管技術標準的法規、通用和安全的通信開放標準以及歐盟關於內部市場支付服務的指令。如果我們未能遵守我們接受的任何支付方法提供商的適用規則和法規，如果我們的交易中的欺詐行爲觸發了我們使用我們目前接受的支付方法的權利的限制或終止，或者如果我們的支付系統發生數據泄露，我們可能會被罰款或收取更高的交易費，並可能失去接受在線支付或其他支付卡交易的能力。如果我們的支付提供商的服務被中斷、損害或此類支付提供商受到欺詐或網絡安全攻擊，這可能會導致我們客戶的數據保護受到損害，以及他們的個人信息被訪問、公開披露、丟失或被盜，以及無法處理他們的支付。此外，我們偶爾會收到帶有欺詐性數據的訂單。在目前的信用卡和借記卡做法下，我們可能要對欺詐性交易負責。因此，即使關聯金融機構批准支付訂單，我們也可能因使用虛假數據下的訂單而蒙受損失。我們還可能在客戶中遭受聲譽影響。如果這些事件中的任何一個發生，我們的業務、財務狀況和經營結果都可能受到不利影響。

我們可能會因欺詐而蒙受重大損失。

我們過去曾因各種類型的欺詐而蒙受損失，未來也可能因此蒙受損失，包括被盜的信用卡號碼、聲稱客戶未授權購買、商家欺詐以及關閉銀行帳戶或銀行帳戶資金不足無法支付款項的客戶。雖然我們已經採取措施來檢測和減少在我們的網站和我們的商店中發生的欺詐活動，但這些措施並不總是有效的。除了此類損失的直接成本外，如果欺詐與信用卡交易有關並變得過度，可能會導致我們支付更高的費用或失去接受信用卡付款的權利。此外，在目前的信用卡做法下，我們對欺詐的信用卡交易負有責任，因爲我們沒有獲得持卡人的簽名。

我們未能充分防止欺詐性交易，可能會損害我們的聲譽，導致訴訟或監管行動，並導致可能對我們的運營結果產生重大影響的費用。

英國退出歐盟的持續影響可能會對全球經濟狀況、金融市場和我們的業務產生負面影響。

我們是一家跨國公司，業務遍及全球，包括在歐洲的重要業務。英國S退出歐盟，以及其他歐洲國家可能主動退出歐盟，給英國、歐盟和歐盟內其他成員國之間的未來關係帶來了極大的不確定性。

這些事態發展，或其他歐洲國家可能退出歐洲聯盟的看法，已經並可能繼續對全球經濟狀況和全球金融市場穩定產生重大不利影響，並可能大大減少全球市場流動性，限制主要市場參與者在某些金融市場運作的能力。資產估值、貨幣匯率和信用評級可能尤其容易受到市場波動加劇的影響。對未來的英國缺乏明確性。法律和法規，包括金融法律和法規、稅收和自由貿易協定、移民法和就業法，可能會增加成本，抑制經濟活動，削弱我們吸引和留住人才的能力。這些因素中的任何一個都可能對我們的業務、經營結果、財務狀況和前景產生實質性的不利影響。

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與我們有業務往來的各方可能面臨破產風險，或者可能無法或不願履行其對我們的義務。

除了我們的品牌合作伙伴外，我們還與第三方簽訂了合同、交易和業務關係，包括與運輸、支付處理和數據託管有關的合同、交易和業務關係，根據這些合同、交易和業務關係，這些第三方負有履行、支付和其他義務。如果這些第三方中的任何一方受到破產、接管或類似程序的影響，我們在與這些第三方的合同、交易和業務關係方面的權利和利益可能會被終止、以對我們不利的方式修改或以其他方式受損。

我們可能無法按照與我們現有的合同、交易或業務關係相同的條款安排替代或替代合同、交易或業務關係(如果有的話)。如果我們不能做到這一點，可能會對我們的業務和運營結果產生實質性的不利影響。

我們可能會通過未來的交易擴大我們的業務，包括收購其他業務，這可能會轉移管理層的注意力，損害我們普通股的市場價格，或者需要我們尋求額外的資金，導致股東稀釋和提高我們的槓桿率和/或被證明是不成功的。

我們定期審查與業務相關的潛在交易，這些交易是對我們業務的補充，並可能不時獲得更多業務或技術。收購可能會轉移管理層的時間和注意力，使其無法運營我們的業務。收購還可能需要我們花費相當大一部分可用現金、增發股票、產生債務或其他負債、攤銷與無形資產相關的費用或產生商譽或其他資產的沖銷。此外，整合收購的業務或技術是有風險的。

爲了爲這類收購提供資金，我們可能需要額外的資金，我們可能會通過各種來源尋求此類資金，包括債務和股權發行、公司合作、銀行借款、與資產有關的安排或其他融資方式或結構。任何融資的來源、時間和可獲得性將取決於全球經濟狀況、信貸和金融市場狀況、利率和其他因素。如果我們發行額外的股本證券或可轉換爲股本證券的證券，我們的股東的投資將受到稀釋，這可能對我們普通股的市場價格產生不利影響。

此外，未來的投資者或貸款人可能要求並可能被授予高於現有股東的權利。如果我們發行額外的債務證券，我們現有的償債義務將進一步增加。如果我們無法產生足夠的現金來履行這些義務，並且需要使用現有的現金或清算投資來爲我們的償債義務或償還債務提供資金，我們可能會被迫縮減我們的業務。我們不能確定在需要時，是否會從這些來源中的任何一個獲得額外的資金，或者如果有的話，是否會以可接受的條件提供。

此外，我們可能不會以我們預期的方式或時間框架從收購中受益。例如，由於執行風險，我們可能無法完成任何已宣佈的收購，我們可能無法實現預期的協同效應以降低成本，我們可能無法如預期的那樣向新市場或產品類別擴張等等。與收購相關的增發股票也可能導致我們的股東股權稀釋。最後，分析師、投資者或我們的客戶可能會對收購持負面看法。

由於我們的全球業務，我們接觸到不同的當地文化、標準和政策。

鑑於我們的業務遍及全球，客戶遍及130多個國家，我們接觸到許多不同的當地文化、標準和政策。我們採用的商業模式和我們目前提供的商品可能對我們不同的國際客戶具有不同的吸引力，購買行爲可能會因地區而異。由於我們業務的國際性，我們在國際市場上的成功可能取決於多種因素，包括：

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我們提供的商品的本地化，包括翻譯成外語和適應當地做法；

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在一個更加分散的地理區域中導航運輸和退貨；

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不同的客戶需求動態，這可能會使我們的模式和我們在其他地方提供的商品比歐盟更不成功；

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我們越來越依賴基於雲的服務，這可能會使我們面臨更大的減速或中斷風險，原因是與此類服務的集成或此類第三方的故障，這些都是我們無法控制的。我們的淨銷售額取決於在我們網站上購物的訪問者數量和我們可以處理的訂單量。我們的網站不可用或訂單履行性能下降將減少商品銷售量，還可能對客戶對我們品牌的認知產生不利影響。特別是，我們在過去和將來可能會在更新期間遇到我們網站的速度變慢或中斷的情況。目前，我們的站點通常在安裝軟件更新期間短時間內不可用。我們還可能時不時地經歷其他週期性的系統中斷。此外，我們交易量的持續增長，以及與促銷活動或業務整體銷售季節的變化相關的在線流量和訂單的激增，對我們基於雲的第三方服務和技術基礎設施提出了額外的需求，並可能導致或增加減速或中斷的頻率或程度。我們可能無法準確預測我們網站使用量的增長速度或時間(如果有的話)，也無法及時擴展、擴展和升級我們的技術、系統、基礎設施和基於雲的第三方服務，以適應此類增長。爲了保持競爭力，我們必須繼續增強和改進我們網站的響應能力、功能和特點，鑑於電子商務行業中新技術、客戶偏好和期望、行業標準和實踐正在以快速的速度發展，這一點尤其具有挑戰性。

我們的網站和基於雲的基礎第三方服務的任何放緩或故障都可能損害我們的業務、聲譽以及我們獲取、保留和服務客戶的能力，這可能會對我們的運營結果產生不利影響，我們的業務中斷保險可能不足以補償我們可能發生的損失。此外，由於合同排除、責任限制或保修條款的限制，對我們合同合作伙伴的能力限制或其他限制造成的損害的賠償或賠償可能受到限制。

如果有關我們客戶的敏感信息被披露，或者如果我們或我們的第三方提供商受到真實或感知到的網絡攻擊，我們的客戶可能會減少對我們網站的使用，我們可能無法處理或履行訂單，我們可能會丟失或無法訪問數據，我們可能會承擔責任，我們的聲譽將受到損害。

我們收集、傳輸和存儲客戶提供的個人信息，如姓名、電子郵件地址、交易細節。我們的一些第三方服務提供商，如身份驗證和支付處理提供商，也經常可以訪問客戶數據。爲了保護敏感信息，我們依賴各種安全措施，包括從第三方獲得許可的加密和身份驗證技術。然而，計算機能力的進步、黑客和網絡恐怖分子使用的日益複雜的工具和方法、密碼學領域的新發現或其他發展可能導致我們未能或無法充分保護敏感信息。

與其他在線服務一樣，我們也容易受到計算機病毒、未經授權的訪問、網絡釣魚或社會工程攻擊、勒索軟件攻擊、數據損壞、加密或刪除攻擊、拒絕服務攻擊和其他真實或感知的網絡攻擊。這些事件中的任何一個都可能導致我們的網站中斷或關閉、數據丟失或損壞，或未經授權訪問或披露個人數據或其他敏感信息。網絡攻擊還可能導致我們的知識產權被竊取。我們過去曾遭受過未遂的網絡、網絡釣魚或社會工程攻擊，未來可能還會繼續受到此類攻擊。隨着我們獲得更大的可見度，我們可能面臨更高的被網絡攻擊目標的風險。

計算機能力的進步、新技術的發現或其他發展可能會導致網絡攻擊變得更加複雜和更難檢測。我們和我們的第三方服務提供商可能沒有資源或技術成熟來預測或防止所有此類網絡攻擊。此外，用於獲得對系統的未經授權訪問的技術經常變化，可能要到對我們或我們的第三方服務提供商發起攻擊時才會知道。安全漏洞也可能是非技術問題造成的，包括我們的員工、我們的第三方服務提供商或他們的人員的故意或無意行爲。

我們和我們的第三方服務提供商經常遭遇旨在中斷我們和他們的服務的網絡攻擊。如果我們或我們的第三方服務提供商經歷或被認爲經歷過安全漏洞，從而導致我們網站的性能或可用性問題，或者個人數據或機密信息的丟失或損壞，或未經授權訪問或披露，人們可能會變得不願向我們提供在我們網站上進行購買所需的信息。現有客戶也可能減少他們的購買或完全關閉他們的帳戶。我們還可能面臨潛在的責任和訴訟，而保險可能無法充分覆蓋這些責任和訴訟。任何這些結果都可能損害我們的增長前景、我們的業務和我們的聲譽。

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根據歐盟一般數據保護條例(GDPR)，個人數據的丟失或損壞(或其他未經授權的訪問或披露)可能構成個人數據泄露。如果發生此類個人數據泄露事件，我們可能被要求通知適用的政府當局和/或潛在受害者，並可能面臨持續的政府調查、罰款和涉及個人數據的個人的私人賠償要求。

客戶增長和移動設備上的活動取決於我們無法控制的移動操作系統、網絡和標準的有效使用。

總體來說，客戶使用移動設備的購買大幅增加，我們的客戶特別是我們的客戶，預計這一趨勢將繼續下去。在2024財年，移動訂單佔我們淨銷售額的52%，其中44%是應用程序訂單，大約81%的頁面瀏覽量來自移動應用程序、平板電腦和手機。爲了優化移動購物體驗，我們依賴於我們的客戶爲他們的特定設備下載我們的特定移動應用程序，或從他們的移動設備上的互聯網瀏覽器訪問我們的網站。隨着新的移動設備和操作系統的發佈，很難預測我們在爲這些替代設備和操作系統開發應用程序時可能遇到的問題，我們可能需要投入大量資源來創建、支持和維護此類應用程序。此外，如果我們未來在將我們的移動應用程序集成到移動設備中時遇到困難，如果我們與移動操作系統或移動應用程序商店(如Apple App Store或Google Play的供應商)的關係出現問題，如果我們的應用程序與競爭對手的應用程序相比受到不利待遇，例如我們的產品在應用程序商店內的順序，或者如果我們面臨分發或讓客戶使用我們的移動應用程序的成本增加，我們未來的增長和我們的運營結果可能會受到影響。我們進一步依賴我們的網站與我們無法控制的流行移動操作系統(如iOS和Android)的互操作性，此類系統中任何降低我們網站功能或給予競爭產品優惠待遇的變化都可能對我們網站在移動設備上的使用產生不利影響。如果我們的客戶在他們的移動設備上訪問和使用我們的網站變得更加困難，或者如果我們的客戶選擇不在他們的移動設備上訪問或使用我們的網站，或者使用不能訪問我們網站的移動產品，我們的客戶增長可能會受到損害，我們的業務、財務狀況和運營結果可能會受到實質性和不利的影響。

此外，我們不斷升級現有技術和業務應用程序，未來可能需要實施新技術或業務應用程序。實施升級和更改需要大量投資。我們的運營結果可能會受到與成功實施任何升級或更改我們的系統和基礎設施相關的時間、效率和成本的影響。

不遵守與互聯網、電子商務和貿易制裁相關的現行法律、規則和法規，或此類法律、規則和法規的變更以及其他法律不確定性，可能會對我們的業務、財務業績、運營結果或業務增長產生不利影響。

我們的業務和財務業績可能會因現有法律、規則和法規的不利變化或解釋，或適用於我們和我們的業務的新法律、規則和法規的頒佈而受到不利影響，包括與互聯網和電子商務相關的那些，如地理屏蔽和其他基於地理位置的限制、互聯網廣告和價格展示、經濟和貿易制裁、與供應商的協調和金融交易。因此，如果我們的做法被發現不符合適用的監管要求或對此類要求的任何有約束力的解釋，監管機構可以阻止或暫時停止我們的部分或全部活動，或以其他方式懲罰我們。不利的變化或解釋可能會減少對我們服務的需求，限制營銷方法和能力，影響我們的利潤率，增加成本或使我們承擔額外的責任。

例如，歐盟委員會通過了2022年6月1日生效的分銷規則(稱爲新的垂直區塊豁免和垂直指南)，明確解決了電子商務的增長和在線平台經濟的演變，這可能會對我們與品牌合作伙伴的關係產生不利影響。此外，美國、英國、歐盟和其他外國監管機構繼續在各行業執行經濟和貿易法規和反腐敗法。美國的貿易制裁涉及與指定的外國和領土的交易，包括白俄羅斯、古巴、伊朗、朝鮮、俄羅斯聯邦、敘利亞和烏克蘭克里米亞地區以及烏克蘭頓涅茨克和盧甘斯克地區的被佔領部分，以及特別針對美國和其他黑名單上列出的個人和實體，特別是在白俄羅斯的許多實體、俄羅斯聯邦和人民Republic of China，以及由任何這些受制裁的個人或實體擁有或代表這些個人或實體行事的實體。此外，美國貿易法規禁止進口中國在新疆維吾爾自治區(「新疆維吾爾自治區」)實體制造的全部或部分產品。

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反腐敗法，包括《反海外腐敗法》(美國1977年《反海外腐敗法》)和英國《反賄賂法》一般禁止直接或間接向政府官員和某些法律規定的個人行賄，以獲取或保留業務或不正當的業務利益。

雖然我們已經制定了旨在促進遵守此類法律和法規的政策和程序，我們會在擴大業務時審查和更新這些法律和法規，但我們的員工、合作伙伴或代理可能會採取違反我們的政策和程序或違反適用法律或法規的行動，例如，在不知情的情況下將商品運送給受到經濟制裁的特定目標個人的客戶或其家人。隨着法規的不斷髮展和監管監督繼續集中在這些領域，我們不能保證我們的政策和程序將確保在任何時候都符合所有適用的法律或法規。如果我們的控制失效或我們因其他原因被發現不遵守規定，我們可能面臨金錢損害、民事和刑事罰款、吊銷營業執照或許可證、禁止我們向美國客戶供應某些中國製造或來源的產品、訴訟以及我們的聲譽和品牌價值受損。

遵守當前和未來的法律法規以及我們在隱私、數據保護和客戶保護方面的合同義務會增加我們的運營成本。如果不遵守這些法律或法規，可能會對我們的業務、財務狀況和運營結果產生不利影響。

我們收集並維護與我們的客戶、員工和其他人相關的大量數據。我們將這些信息用於各種商業目的，包括向消費者提供服務和相關產品，支持、擴大和改進我們的業務，以及營銷和廣告努力。我們在自己的信息系統上以及通過與第三方和服務提供商的安排存儲、處理和處理個人數據。歐洲及其他地區和國家的各種法律法規以及某些行業標準管轄或適用於我們的個人數據的收集、使用、保留、共享和安全。我們必須遵守與隱私、數據保護和本地化、信息安全和客戶保護相關的某些法律、法規、合同義務和行業標準(例如，包括PCI-DSS、GDPR和德國聯邦數據保護法)。這些要求增加了我們的運營成本，並可能以不同司法管轄區之間不一致的方式解釋和應用，或者可能與其他規則或我們的做法相沖突。因此，我們的做法可能不符合或未來可能不符合所有此類法律、法規、要求和義務。現有和未來的法律法規或此類法律法規的執行，包括關於數據本地化要求以及對數據共享和跨境數據傳輸的限制，可能會阻礙電子商務或在線市場的增長，並對我們的業務和運營產生負面影響。我們未能或被視爲未能遵守我們的隱私政策或任何荷蘭、德國、歐洲或其他地區或國家的法律、法規、行業自律原則、行業標準或行爲守則、監管指南、我們可能服從的命令或其他與隱私、數據保護和本地化、信息安全或客戶保護有關的法律或合同義務可能會對我們的聲譽、品牌和業務造成不利影響，並可能導致政府實體或其他人或其他債務對我們提出索賠、訴訟或訴訟，或要求我們改變我們的運營和/或停止或修改我們對某些數據集的使用。任何此類索賠、訴訟或行動都可能損害我們的聲譽、品牌和業務，迫使我們爲辯護此類訴訟而招致巨額費用，分散我們的高級管理層的注意力，增加我們的經營成本，導致客戶和供應商的損失或無法處理信用卡付款，並可能導致罰款。

在我們擁有重要業務的歐洲，數據隱私和信息安全制度已經經歷了重大變化，並將繼續發展。在歐盟和英國，個人數據的收集和處理受到越來越多的監管審查。GDPR和英國數據保護制度(「UK GDPR」)對包括零售商在內的公司在信息做法方面有嚴格的運營要求，例如擴大向消費者披露我們如何收集和處理他們的個人數據，加強對消費者概況的控制，以及增加消費者訪問、控制和刪除其個人數據的權利。最近的判例法也增加了對個人數據國際轉移的要求。此外，還規定了強制性的數據泄露通知要求，並大幅提高了對不遵守每個制度的處罰。自2021年1月1日以來，我們一直被要求遵守GDPR和英國GDPR。每個制度都有能力對我們處以最高罰款，金額最高可達2000年歐元萬(GB 1750萬)或全球營業額的4%。

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近年來，美國和歐盟的立法者和監管機構對使用第三方Cookie和類似技術進行在線行爲廣告表示擔憂，並越來越努力地頒佈和執行法律法規，這些法律法規大大限制了公司在沒有負擔和代價高昂的合規措施的情況下從事在線行爲廣告的能力。在歐盟，監管機構越來越關注在線行爲廣告生態系統中合規要求的遵守，目前實施現有電子隱私指令的國家法律預計將被一項名爲電子隱私法規的歐盟法規補充或取代，該法規可能會增加對違規行爲的罰款，目前罰款已經很高。在歐洲經濟區(EEA)和英國，將Cookie放置在用戶設備上需要得到知情同意，除非該Cookie是提供明確請求的服務所必需的。許多形式的直接電子營銷已經需要徵得同意。GDPR和英國GDPR對獲得有效同意施加了條件，例如，根據當局和法院的說法，禁止預先檢查同意，並要求確保每種類型的cookie或類似技術都尋求單獨的同意。雖然電子隱私法規仍在制定中，但最近歐洲法院的裁決和監管機構最近的指導正在推動人們對Cookie和跟蹤技術的更多關注。更改我們使用Cookie和相關技術的方式可能會導致大量成本、需要重大系統更改、限制我們營銷活動的有效性、轉移我們技術人員的注意力、對我們的利潤率產生不利影響、增加成本並使我們承擔額外的責任。對Cookie和類似技術的監管可能會導致對我們的營銷和個性化活動進行更廣泛的限制，並可能對我們了解用戶在線購物和其他相關在線行爲的努力以及我們營銷和業務的整體有效性產生負面影響。廣告技術生態系統可能無法適應圍繞跟蹤技術使用的法律變化，這可能會對收集和使用在線用戶信息以獲取消費者和營銷的企業(包括我們)產生負面影響。Cookie或其他在線跟蹤技術作爲識別和定位潛在買家的手段的任何衰落都可能增加我們業務的運營成本，並導致收入下降。此外，Cookie和其他跟蹤技術合法性的不確定性可能會導致監管審查，並根據數據保護或消費者保護法增加潛在的民事責任。爲了回應市場對使用第三方Cookie和網絡信標來跟蹤用戶行爲的擔憂，主要瀏覽器的提供商已經加入了允許用戶一般或從指定網站限制收集某些數據的功能，ePrivacy法規草案還倡導開發默認阻止Cookie的瀏覽器。這些發展以及操作系統或其他第三方(如谷歌和蘋果的應用程序跟蹤透明度功能)進行的其他面向隱私的軟件更改，削弱了我們收集用戶信息(包括個人數據和使用信息)的能力，這些信息有助於我們向當前和潛在消費者提供更有針對性的廣告，並可能對我們的業務產生不利影響，因爲我們使用Cookie和類似技術來針對我們的營銷和個性化客戶體驗。

在美國，也是我們產品和服務的重要市場，聯邦和州政府已經通過並正在考慮關於收集、分發、使用和存儲從消費者或他們的設備收集的信息或關於消費者或他們的設備的信息的法律、指南或規則。例如，加利福尼亞州頒佈了《加州消費者隱私法》(CCPA)，該法案於2020年1月1日生效。該法律對在加州開展業務並滿足收集或使用從加州居民那裏收集或使用的信息的其他規模或規模標準的公司提出了新的要求，賦予加州居民選擇不披露某些個人信息的能力，並授予訪問或請求刪除個人信息的權利。加州隱私保護局正在補充CCPA的實施條例，該機構成立於2021年，旨在制定加州隱私權法案(CPRA)。CPRA對在加州開展業務的公司施加了額外的數據保護義務，包括額外的消費者權利程序和選擇退出某些敏感數據的使用，以及爲跨上下文行爲廣告共享個人數據。CPRA於2020年12月16日簽署成爲法律，大多數條款到2023年1月還沒有生效。經CPRA修訂的CCPA以及包括內華達州、弗吉尼亞州、科羅拉多州、猶他州和康涅狄格州在內的美國其他州通過的類似法律可能會對我們的業務、運營結果和財務狀況產生不利影響。

CCPA和類似州法律的影響可能很大，可能需要我們修改我們的數據收集或處理實踐和政策，可能會產生大量成本和支出，以努力遵守並增加我們面臨監管執法或訴訟的潛在風險。其他州和聯邦一級也提出了類似的法律，反映了美國更嚴格的隱私立法的趨勢。這類法律的頒佈可能會有相互衝突的要求，從而使遵守這類法律具有挑戰性。

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

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

In addition to the privacy, data protection and data security laws discussed above, many other countries and jurisdictions continue to pass laws related to data protection, such as data privacy and data breach notification laws, resulting in a diverse set of requirements across states, countries and regions. The complexity 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 data protection regimes apply based on where the consumer is located, and as we expand and new laws are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing laws, regulations or standards, including those in the areas of data security, data privacy and regulation of email providers and those that require localization of certain data (such as in Russia, the PRC and Indonesia), which could require us to incur additional costs and restrict our business operations.

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

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

We have identified the need to expand, scale and improve our information technology systems and personnel to support recent and expected future growth. In this regard, we are investing in and establishing a modular e-commerce platform to enhance our online customer experience and to allow us to react faster and independently across our front- and back-ends. To minimize the risk of disruption during this upgrade, we instituted a modular approach that allows us to migrate one capability at a time. We also continuously invest in and implement, significant modifications and upgrades to our information technology systems and procedures, including replacing legacy systems with successor systems, making changes to legacy systems or acquiring new systems with new functionality, hiring employees with information technology expertise and building new policies, procedures, training programs and monitoring tools. In the future, these may include new software applications or related services based on artificial intelligence or machine learning. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. These new technologies, including artificial intelligence technologies, may also generate output that is misleading, insecure, inaccurate, harmful, or otherwise flawed, which may harm our reputation, business, or customers, or expose us to legal liability. We may be exposed to competitive risks related to the adoption and application of new technologies by established market 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 information systems to respond to changes in our business needs may cause disruptions in our business operations and have a material adverse effect on our business, financial condition and results of operations. New technologies, including those based on artificial intelligence, can provide more immediate information technology and data management solutions and responses than traditional tools. Over time, the accuracy of 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 and data protection laws apply to artificial intelligence technologies, any delay in addressing privacy or data protection concerns relating to new technologies may result in liability or regulatory investigations and fines, as well as damage to our sales and reputation. In addition, we may rely on third-party service providers and sub-processors with limited artificial intelligence-related privacy and data protection practices. As such, any improper processing of personal data by these service providers and sub-processors could harm our reputation, business, or customers, or expose us to legal liability.

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

We use open source software in the applications we have developed to operate our business and will continue to use open source software in the future. We may face claims from third parties demanding the release or license of the open source software or derivative works that we developed from such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. These claims could 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 open source software may present additional security risks because the source code for open source software is publicly available, which may make 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 and results of operations.

Our software is highly complex and may contain undetected errors.

The software underlying our sites is highly complex and 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 typically release software code multiple times per day. This practice may result in the more frequent introduction of errors or vulnerabilities into the software underlying our sites. Any errors or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of customers, disruption to our operations, decline of net sales or liability for damages, any of which could adversely affect our business, financial conditions, result of operations and prospects.

Any failure to enforce our intellectual property 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 trademark assets include the registered trademark “MYTHERESA” in addition to our logo. Our trademarks are valuable assets that support our 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 other related laws of each applicable jurisdiction. For example, we are required to register our trademark in China and have been subject to trademark infringement claims in China. Although we believe that these and similar claims are without merit, they may result in additional costs. As a result of the international nature of our business, we may be required to register our trademarks in the countries in which we operate or conduct business.

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

We may be required to spend significant resources to 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 intellectual property or other proprietary rights of third parties.

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

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

Our success as an online luxury retailer depends on our ability to accurately and cost-effectively determine whether an item offered for sale or submitted for a return is an authentic product. While we have invested heavily in our authentication processes and we reject any merchandise we believe to be counterfeit, we cannot 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 reputation as a trusted online luxury retailer, which may adversely affect our reputation, customer acceptance and relationships with brand partners.

The inability to acquire, use or maintain our 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 for our brand in numerous jurisdictions and are the registrant of the internet domain name for our sites, as well as various related domain names. However, we have not registered our marks or domain names in all major international jurisdictions. Domain names generally are regulated 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 to market our offerings within that country, including the development of a new brand and the creation of new promotional materials and packaging, or to elect not to sell products in that country. Either result could adversely affect our business, financial condition and results of operations.

Furthermore, the regulations governing domain names and laws protecting marks and similar proprietary rights could change in ways that block or interfere with our ability to use relevant domains or our current brand. Also, we might not be able to prevent third parties from registering, using or retaining domain names that interfere with our customer communications or infringe or otherwise decrease the value of our marks, domain names and other proprietary rights. Regulatory bodies also may establish additional generic or country-code top-level domains or may allow modifications of the requirements for registering, holding or using domain names. As a result, we might not be able to register, use or maintain the domain names that use 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 attrition among 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 retain qualified personnel, including, but not limited to, our executive team, particularly our chief executive officer, chief commercial officer and 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. Competition for qualified personnel is strong, and we cannot be sure that we will be able to attract and retain a sufficient number of qualified personnel in the future, or that the compensation costs of doing so will not adversely affect our results of operations. If we are unable to retain, attract and motivate talented employees with the appropriate skills, particularly specialists in information technology, at cost-effective compensation levels, or if changes to our business adversely affect morale or retention, our ability to benefit from long-standing relationships with qualified brand partners or to provide relationship-based customer service could suffer.

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

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If we fail to effectively manage our employees and 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 increasing from €766.0 million in fiscal 2023 to €840.9 million in fiscal 2024.

To effectively manage our growth, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and sales information systems and expand, train and manage our employee base. Since our inception, we have rapidly increased our employee headcount to support the growth of our business. As of June 30, 2024, we had a total of 1,817 employees, an increase from 1,432 FTEs as of June 30, 2023, and we have expanded across all areas of our business. To support continued growth, we must effectively integrate, develop and motivate a large number of new employees while maintaining our corporate culture. We face significant competition for personnel, particularly in Munich, where our principal offices and fulfillment center and the majority of our employees are located. To attract top talent, we have had to offer, and expect to continue to offer, competitive compensation and benefits packages before we can validate the productivity of new employees. We may also need to increase our employee compensation levels to remain competitive in attracting and retaining talented employees. The risks associated with a rapidly growing workforce will be particularly acute if we choose to expand into new merchandise categories and internationally. Additionally, we may not be able to hire new employees quickly enough to meet our needs. If we fail to effectively manage our hiring needs or successfully integrate new hires or retain key employees, our efficiency, our ability to meet forecasts 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 structure and is subject to many external factors, including unemployment levels, prevailing wage rates, minimum wage laws, potential collective bargaining arrangements, health insurance costs and other insurance costs and changes in employment and labor legislation or other workplace regulation. A significant portion of our workforce is in Germany. From time to time, legislative proposals are made to increase the minimum wage in the Federal Republic of Germany and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage 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 two years for the following two years. Since its last increase effective as from January 1, 2024 the minimum wage is currently €12.41 per hour. The Minimum Wage Commission’s recommendation is subject to Government approval. Several German political parties are calling for a significant increase. Any increase in the cost of our labor could have an adverse effect on our business, financial condition and results of operations or if we fail to pay such higher wages we could suffer increased employee turnover. Increases in labor costs could force us to increase prices, which could adversely impact our sales. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could have a material adverse effect on our business, financial condition and results of operations. In particular, the job market in Munich, Germany, where our principal offices and fulfillment center as well as the majority of our employees are located, is very competitive.

We also face the risk that the European Union or the German legislature could approve legislation or regulations and respond to rulings of higher courts that significantly affect our 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 into a collective bargaining agreement with our employees, the terms could adversely affect our costs, efficiency and ability to generate acceptable returns on the affected operations.

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

We have in the past and may in the future become involved 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 claims related to our business practices. The results of any such litigation, investigations and other legal proceedings are inherently unpredictable and 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 determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition and results of operations.

Our reliance on brand partners located in jurisdictions presenting an increased risk of bribery and corruption, exposes us to legal, reputational, and supply chain risk through the 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, directly or indirectly, anything of value to government officials, political parties, or political candidates for the purposes of obtaining or retaining business or securing any improper business advantage. We conduct business in, or may expand our business to, certain countries where there is a high risk of corruption and extortion and in some cases, where corruption and extortion are considered to be widespread and 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 demands or attempts at extortion. If we or our brand partners were determined to have violated the FCPA, the U.K. Bribery Act of 2010, or any of the anti-corruption and anti-bribery laws in the countries and territories where we and our brand partners do business, we could suffer severe 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’ actions could be significant. Moreover, any actual or alleged corruption in our supply chain could carry significant reputational harms, including negative publicity, loss of goodwill, and decline in share price.

Any actual or perceived violation or breach of these 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 result in criminal and civil judgments, including fines and monetary penalties, a possible prohibition on maintaining business relationships with brand partners or customers in certain countries, and other negative consequences which could have a material adverse effect on our business, financial condition, results of operations and prospects.

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

Our business is conducted worldwide, with goods imported 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 luxury goods. Therefore, we are exposed to the risk that we are in non-compliance with some of these regulations and laws (the non-compliance of which could result in administrative proceedings initiated by competent authorities against us). Further, these regulations and laws may change unpredictably, and have done so recently in view of the global pandemic, economic pressures and potential trade wars. For example, the United Kingdom’s exit from the European Union has resulted in, and may result in additional, restrictions, regulations or 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 tariffs by the United States or European Union could result in the adoption of tariffs or trade restrictions by other countries, which could affect the movement of our goods, or potentially lead to a global trade war. Our failure to comply with import or export rules and restrictions 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 experience delays in the shipments of our goods, be subject to fines or penalties, or suffer reputational harm, which could reduce demand for our services and negatively impact our results of operations.

Additionally, U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the ongoing crisis related to Russia’s war in Ukraine and the recent war between Hamas and Israel. The ongoing crisis related to Russia’s war in Ukraine has resulted in the application of enhanced sanctions against Russia by a number of jurisdictions, including the United States, United Kingdom, and European Union, and vice versa. These measures, and any additional measures that may be imposed should Russia’s war against Ukraine continue, have and may continue to have material impact on our ability to operate in the ordinary course of business with customers in Russia. Our sales in 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 investors in the region. We cannot yet foresee the full extent of the impact that these wars and the sanctions imposed as a result thereof, as well as any future sanctions that may be imposed in connection with these wars, will have on our business and operations. Such impact will depend on future developments of the wars, which are highly uncertain and unpredictable.

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

Our business depends on our ability to source and 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, strikes or other disruptions occur. Any of these factors could result in reduced sales or canceled orders, which may limit our growth and damage our 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 have an adverse effect on our business and results of operations.

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

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The failure to comply with those international trade regulations that are, or may be, applicable to our products may expose our company to adverse consequences, including: (i) the imposition of fines and penalties; (ii) the imposition of government orders restricting our ability to export our products to, or import 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 the People’s Republic of China. Commencing in 2018, as part of a series of trade-related disputes between the governments of the United States and the People’s Republic of China, the United States Government imposed punitive customs duties on Chinese merchandise imported into the United States, under section 301 of the U.S. Trade Act of 1974. Those “section 301” duties on Chinese origin goods range from 7.5 percent to 25 percent, and apply directly to products that we procure from Chinese suppliers for importation into the United States. 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 our products in the United States, and on our overall financial results.

Section 307 of the United States Tariff Act prohibits the importation into the United States of products manufactured abroad in whole or in part with forced labor. On June 21, 2022, the Uyghur Forced Labor Prevention Act (the “UFLPA”) went into effect in the United States. The UFLPA establishes a presumption that any product that is produced or manufactured in the XUAR, or that is produced or manufactured by an entity that is working with the XUAR regional government forced labor programs, is the product of forced labor and is therefore ineligible for importation into the United States. Textiles and apparel, particularly cotton apparel, are a particular focus of the UFLPA enforcement effort, and the regulations can be, in certain situations, unclear, leaving a great deal of discretion in the hands of customs inspectors. If any of the products that we supply to our customers in the United States are suspected of being subject to the forced labor restrictions of the UFLPA, we may experience delays in importing products into the United States or seizure of our goods, which would likely lead to customer dissatisfaction as orders are delayed or cancelled. Moreover, any shipment of products to the United States which are ultimately determined to be subject to 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 produced in whole or in part with forced labor. To the extent that any entity in the supply chain for our products (of any tier, including raw materials suppliers) is determined to be using forced labor, that determination could have a significant impact on our ability to supply our products to customers in other markets.

In response to the Russian war in Ukraine, various countries, including the United States, Canada, the United Kingdom, the European Union member states, and other countries have imposed a 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 prohibitions on 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 of prohibiting the export of many of our products from the European Union to customers in Russia and Belarus.

The imposition of additional duties by the United States, and retaliatory actions taken by other countries, may result in a global trade war. Those tariff measures are one manifestation of global economic tensions, which could result in the imposition of various forms of taxation, tariff measures and customs duties on our products, which could then have a significant impact on our business, financial condition and results of operations. Other governmental action related to tariffs or international trade agreements may adversely impact demand for our products, our costs, customers, suppliers and global economic conditions and cause higher volatility in financial markets. The luxury industry has been impacted by ongoing uncertainty surrounding tariffs and import duties, and international trade relations generally. While we actively review existing and proposed measures to seek to assess the impact of them on our business, changes in tariff rates, import duties and other new or augmented trade restrictions could have a number of negative impacts on our business, including higher consumer prices and reduced demand for our products and higher input costs. The imposition or increase of tariffs might cause us to consider increasing prices to our end customers. However, this could reduce 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 adversely affected. As of the date of this report, tariffs have not had a significant impact on our business, but increased tariffs or trade restrictions implemented by the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

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

Although we believe that we currently collect sales taxes in all U.S. states that have adopted laws imposing sales tax collection obligations on out-of-state retailers, a new imposition or 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 collect more taxes in a jurisdiction in which we currently do collect some sales taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by U.S. state governments of sales tax collection obligations on out-of-state retailers in U.S. jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively, could also create additional administrative burdens for us, put us at a competitive disadvantage if they do not impose similar obligations on 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 tax obligations and effective tax rate, which could adversely affect our results of operations.

As a global company, we are subject to taxation in certain other countries. Significant judgment is required to determine and estimate worldwide tax liabilities. Our future annual and quarterly effective tax rates could be affected by numerous factors, including changes in applicable tax laws, the amount and composition of pre-tax income in countries with differing tax rates or valuation of our deferred tax assets and liabilities. This includes changes in applicable tax laws in the jurisdictions in which we (or our subsidiaries) are organized or operate, as well as certain proposals agreed to by 140 countries, including Germany and the Netherlands. These proposals include the Pillar I proposal to allocate certain amounts of taxable income to market jurisdictions for large profitable groups and the Pillar II proposal to introduce mechanisms to ensure all profits are subject to a global minimum tax. For example, European Union Member States unanimously adopted the EU Pillar II Directive in December 2023, requiring all EU Member States to implement these Pillar II rules. It is also possible that a unified approach will not be agreed upon while a significant number of countries enact new unilateral tax measures without mechanisms to avoid double taxation. 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 and online commerce (including but not limited to sales, VAT and other taxes) that could have a material impact on our financial condition and results of operations.

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

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the jurisdictions in which profits are determined to be earned and taxed;

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the resolution of issues arising from any future tax audits with various tax authorities;

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changes in the valuation of our deferred tax assets and liabilities;

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increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection with acquisitions;

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changes in the taxation of share-based compensation;

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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles; and

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changes to the transfer pricing policies related to our structure.

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

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

The tax treatment of us and our subsidiaries depends in some instances on determinations of fact and interpretations of complex provisions of applicable tax law, including those related to transfer pricing, for which no clear precedent or authority may be available. Relevant tax rules are consistently under review by persons involved in the legislative process and taxing authorities, which may result in revised interpretations of established concepts, statutory changes, new reporting obligations, revisions to regulations and other modifications and interpretations. The present tax treatment of us and our subsidiaries may be modified by administrative, legislative or judicial interpretation at any time, and any such action may apply on a retroactive or retrospective basis. Changes to applicable tax laws and interpretations thereof could result in a higher taxable income and a higher tax burden for the Company and its operating subsidiaries and could affect or cause us to change the 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 matter in 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 tax authorities, including those related to transfer pricing, in a manner that deviates from our view and may emerge as a result of tax audits or other review actions by the relevant financial or tax authorities. For example, certain predecessors in interest were incorporated in Luxembourg, and the Luxembourg tax authorities may disagree with tax positions taken by those entities, including with regards to the transactions pursuant to which MYT Netherlands obtained ownership of MGG. Our subsidiaries and we are subject to tax audits by the respective tax authorities on a regular basis. As a result of future tax audits or other reviews by the tax authorities, additional taxes could be imposed on us and our subsidiaries exceeding the provisions reflected in our financial statements. This could lead to an increase in our tax obligations, either as a result of the relevant tax payment being assessed directly against us or as a result of us becoming liable for the relevant tax as a secondary obligor due to the primary obligor’s failure to pay. We could in the future have considerable tax loss carryforwards, or other tax carryforwards, including as pertaining to interest or expense deductions. The utilization of these tax carryforwards may be restricted under applicable tax laws, for instance, if they cannot be carried forward indefinitely or if they forfeit upon occurrence of certain events (e.g., a direct or indirect transfer of shares or a change of control). In addition, any such restriction may require a write-down of the deferred tax assets in our consolidated financial statements to the extent we have any future tax loss carryforwards. This could negatively affect our financial position and results of operations. Furthermore, applicable tax laws may 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 a result 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 support business growth, and this capital might not be available or may be available only by diluting existing shareholders.

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

We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require 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 our internal control over financial reporting was not effective as of 30 June 2024 due to a material weakness. If we are not successful in remediating our internal control over financial reporting or our disclosure controls and procedures are not effective or if another material weakness arises in the future, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the value of our securities.

As a publicly traded company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which require that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation, document our controls and perform testing of our key controls over financial reporting to allow management and, once we are no longer an “emerging growth company,” our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our management has determined that our internal control over financial reporting was not effective as of 30 June 2024 due to a material weakness. See Item 15.B - Management’s annual report on internal control over financial reporting. Our testing, or the subsequent testing by our independent registered public accounting firm in the future, may reveal additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify additional deficiencies in our internal control over financial reporting 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 technology and in more resources in order to manage our reporting requirements. Implementing the appropriate changes to our internal controls may distract our senior management and employees, result in substantial costs to implement new processes or modify our existing processes and require significant time to complete. Any difficulties or delays in implementing the system could impact our ability to timely report our financial results. As a result, our investors could lose confidence in our reported consolidated financial information, and the value of our securities could decline.

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

Operating as a publicly traded company in the United States subjects us to additional rules and regulations, requires us to incur substantial costs and requires substantial management 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-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations of the SEC. The NYSE listing requirements applicable to foreign private issuers and the Dutch regulations applicable to private companies with limited liability under the laws of the Netherlands and the Dutch Corporate Governance Code, as well as other applicable securities rules and regulations, also apply to us. As part of these requirements, we need to maintain effective disclosure and financial controls and continue to make changes to our corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and will continue to make some activities more time consuming.

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Most of our management and other personnel have little experience managing a public company and preparing public filings. In addition, our management and other personnel have needed to divert attention from other business matters to devote substantial time to the reporting and other requirements of being a public company. In particular, we have incurred and expect to continue to incur significant expense and devote substantial management effort to complying with the requirements of Section 404 of the Sarbanes-Oxley Act. We have hired and expect to continue to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance 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 guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We expect to continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards 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 rules and regulations may make it more expensive for us to obtain director and officer liability insurance, and in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our Supervisory Board, particularly to serve on our Audit Committee, Nominating, Governance and Sustainability Committee, and Compensation Committee, and qualified senior management.

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

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

We report under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer under the Exchange Act and although we are subject to the laws of the Netherlands and the Dutch Corporate Governance Code with regard to such matters and intend to furnish quarterly financial information to the SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, among others: (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time, (3) the rules under the Exchange Act requiring the filing with the SEC of Quarterly Reports on Form 10-Q containing unaudited financial and other specified information, although we intend to provide selected quarterly information on Form 6-K, and (4) the rules under the Exchange Act requiring filing with the SEC of Current Reports on Form 8-K information upon the occurrence of specified events. In addition, foreign private issuers are required to file their annual report on Form 20-F within four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their Annual Report on Form 10-K within seventy-five days after the end of each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their Annual Report on Form 10-K within sixty days after the end of each fiscal year. As a result of all of the above, you may not have the same protections afforded to shareholders of a company that is 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 applicable to U.S. domestic public companies. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2024. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting 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 issuer status, we would be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more 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 disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we would lose our ability to rely upon exemptions from certain corporate 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. GAAP in the future.

Our credit facilities contain restrictive covenants that may limit our operating flexibility.

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

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

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

Additionally, our assumptions, estimates and judgments 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, but not 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 rules or their interpretation or changes in underlying assumptions, estimates or judgments by us could require us to make changes to our accounting systems to implement these changes that could increase our operating costs and could significantly change our reported or expected financial performance.

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

As of June 30, 2024, our carrying amount of goodwill, brand names and other intangible assets recorded on our consolidated balance sheet was €155.0 million. Under IFRS, we are required to annually test our recorded goodwill and indefinite-lived intangible assets, such as brand names, and to assess the carrying values of other intangible assets when impairment indicators exist. As a result of such tests, we could be required to recognize impairment losses in our income statement if the carrying value is in excess of the fair value. If we are required to book losses with respect 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.

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Dutch law provides that the courts at the corporate 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 management or employees.

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

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

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

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

In addition, rights of shareholders and the responsibilities of 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 our interests and the interests of our shareholders, employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a holder of our securities.

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

As a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), MYT Netherlands is subject to Dutch insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Regulation (EU) 2015/848 of the European Parliament and of the Council of May 20, 2015 on insolvency proceedings as of June 2017. Further, our principal operating subsidiaries have their registered offices in Germany and are subject to German insolvency laws and EU regulations in the event any insolvency proceedings are initiated against such subsidiaries. Should courts in another European country determine that the insolvency laws of that country apply to us or our principal operating subsidiaries in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in the Netherlands, Germany or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.

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

Due to the size of their shareholding, Ares Management Corp. (“Ares”) and Canada Pension Plan Investment 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 of profits and, hence, our dividend policy. In this context, the interests of Ares and affiliates of CPPIB, for example with respect to the allocation of profits and the distribution of dividends, may differ from the interests of some or all of our other shareholders.

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Entities affiliated with Ares and affiliates of CPPIB may hold equity interests in entities that directly or indirectly compete with us, and companies in which they currently invest may begin competing with us. In addition, certain members of our Supervisory Board are affiliated with Ares, CPPIB and MYT Holding. As a 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 interest in the matter different from the interests of the Company and our other shareholders.

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

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

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

We may not pay any cash dividends on our ordinary shares 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 by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment on our securities 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 holding company with no external revenue generating activities of its own and, as such, it depends on its subsidiaries for cash to fund its operations and expenses, including future dividend payments, if any.

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

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

We are incorporated in the Netherlands and conduct substantially all of our operations in the European Union through our subsidiaries. All members of our Management Board and five members of our Supervisory Board are non-residents of the United States. The majority of our assets and a significant portion of the assets of the 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 obtained in U.S. courts against company representatives or the company based on civil liability provisions of the securities laws of the United States.

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There is no treaty between the United States and 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 underlying claim is re-litigated before a Dutch court of competent jurisdiction. However, if a person has obtained a final judgment without appeal in such a matter rendered by a court in the United States that is enforceable in the United States and files his claim with the competent Dutch court, the Dutch court will recognize and give effect to such foreign judgment insofar as it finds that (i) the jurisdiction of 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 of a 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 assurance that U.S. investors will be able to enforce any judgments obtained in U.S. courts in civil and commercial matters, including judgments under 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 Supervisory Board or our senior management in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in the Netherlands against us or such members, respectively.

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

Based on the anticipated market price of MYT Netherlands’ securities and the composition of MYT Netherlands’ income, assets (and such assets’ adjusted bases) and operations, MYT Netherlands does not expect to be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, this is a factual determination that must be made annually after the close of each taxable year. Therefore, there can be no assurance that MYT Netherlands will not be classified as a PFIC for the current taxable year or for any future taxable year. MYT Netherlands would be classified as a PFIC for any taxable year if, after the application of certain look-through rules, either: (1) 75% or more of its gross income for such year is “passive income” (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 produce or are held for the production of passive income. Certain adverse U.S. federal income tax consequences could apply to a U.S. holder (defined below) 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 more of the combined voting power of MYT Netherlands voting stock or of the total value of our stock, different U.S. federal income tax consequences may apply.

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 corporation is generally considered to be a foreign corporation if it is organized or incorporated outside of the United States. Because MYT Netherlands is incorporated under the laws of the Netherlands, it would be classified as a foreign corporation under these rules. Section 7874 of the Code provides an exception to this general rule under 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, and notwithstanding the fact that MYT Netherlands’ operating assets were already owned through a foreign corporation, MYT Netherlands may 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 Section 7874, MYT Netherlands could be treated as a U.S. corporation for U.S. federal tax purposes if the former shareholders of the U.S. corporations are treated as receiving a requisite ownership percentage of the MYT Netherlands shares “by reason of” holding shares of the U.S. corporations.

We do not believe that Section 7874 caused MYT 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 internal reorganization because, among other things, the requisite ownership test should not be satisfied. However, the law and Treasury Regulations promulgated under Section 7874 are complex and unclear in many regards, and there is limited guidance regarding the application of Section 7874. Moreover, the IRS could assert that subsequent transactions that resulted in ownership changes should be considered part of the prior internal reorganization and that Section 7874 applies to the combined transactions.

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Accordingly, there can be no assurance that the IRS will not challenge the status of MYT Netherlands or the status of any of its foreign affiliates as a foreign corporation under Section 7874 or that such challenge would not be sustained by a court. If the IRS were to successfully challenge such status under Section 7874, MYT Netherlands and its affiliates could be subject to substantial additional U.S. federal tax liability. In addition, MYT Netherlands and certain of its foreign affiliates are expected to be treated as tax residents of countries other than the United States for foreign tax purposes. Consequently, if MYT Netherlands or any such affiliate is treated as a U.S. corporation for U.S. federal tax purposes under Section 7874, MYT Netherlands or such affiliate could be liable for both U.S. and non-U.S. taxes.

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

MYT Netherlands became a tax resident in Germany for German tax purposes as of September 7, 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 Act 1965 and the Dutch Corporation Tax Act 1969. As long as it continues to have its place of effective management in Germany, and not in the Netherlands, under the Convention of 2012 between the Federal Republic of Germany and the Netherlands for the avoidance of double taxation with respect to taxes on income (the “Convention”), MYT Netherlands should be considered to be tax resident exclusively in Germany. The application of the Convention changed once the Protocol to amend the Convention dated 24 March 2021 entered into became effective on 1 January 2023. For MYT Netherlands, the Protocol to amend the Convention dated 24 March 2021, will apply in the Netherlands for the fiscal year starting on 1 July 2023, i.e., the first fiscal year following 1 January 2023. Once the Protocol to amend the Convention dated 24 March 2021, is effective, the Dutch tax authorities could try to deny the granting of benefits under the Convention by taking the position that one of the principal purposes for MYT Netherlands to move its place of effective management to Germany was to obtain the benefits of the Convention. MYT Netherlands believes that it has strong arguments that the benefits of the Convention cannot be denied under the principal purpose test of the Protocol to Amend the Convention given the location of relevant activities at the current time. This determination, however, depends on the relevant facts and circumstances, so there can be no assurance that a court will uphold MYT Netherlands’ position, if it is challenged. Furthermore, whether MYT Netherlands has its place of effective 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 changes to applicable facts and circumstances (e.g., a change of board members or the place where board meetings take place), may result in MYT Netherlands 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’ financial results and/or the future marketability of MYT Netherlands’ ADSs. For further discussion, see “Taxation - German Taxation - Tax Residence of MYT Netherlands”.

If MYT Netherlands pays dividends, it may need 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, but with its place of effective management in Germany (and not in the Netherlands), MYT Netherlands’ dividends are generally subject to German dividend withholding tax and not Dutch withholding tax. However, Dutch dividend withholding tax, in addition to German withholding tax, will be required to be withheld from dividends if and when paid to Dutch resident holders of MYT Netherlands’ ADSs (and non-Dutch resident holders of MYT Netherlands’ ADSs that have a permanent establishment in the Netherlands to which their shareholding is attributable). In addition, the Protocol dated March 24, 2021 to amend the Convention will enter into effect on 1 January 2023 and will for the Netherlands apply to MYT Netherlands for the fiscal year starting on 1 July 2023. Starting with 1 July 2023, due to the application of the Protocol, the Dutch tax authorities could take the position that the exemption from Dutch dividend withholding tax for non-Dutch resident holders of equity securities is not applicable, by taking the position that one of the principal purposes for MYT Netherlands to move its place of effective management to Germany was to obtain the benefits of the Convention. MYT Netherlands believes that it has strong arguments that the benefits of 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 uphold MYT Netherlands’ position, if it is challenged. MYT Netherlands will be required to identify its shareholders and/or ADS holders in order to assess whether there are Dutch residents (or non-Dutch residents with a permanent establishment to which the shares are attributable) in respect of which Dutch dividend tax has to be withheld. Such identification may not always be possible in 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.

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Holders of our securities may be subject to limitations on transfer of their securities.

Our registrar and transfer agents may close its transfer 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 or the books of such registrar and transfer agent are closed, or at any time if we or such registrar and transfer agent deems it advisable to 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.

Item 4: Information on the company

A.	History and development of the company

We have historically conducted our business through Mytheresa Group GmbH (formerly named: NMG Germany GmbH), a German limited liability company (Gesellschaft mit beschränkter Haftung) with its statutory seat in Munich, registered with the commercial register of the local court of Munich under HRB 211727 (“MGG”), and its subsidiaries. MGG is wholly owned subsidiary of the issuer, MYT Netherlands Parent 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 Netherlands together with MGG and its other consolidated subsidiaries as a consolidated entity; the term “MYT Netherlands” or “the issuer” refers to MYT Netherlands as a stand-alone company; and the term “MYT Holding” refers to MYT Holding LLC, a Delaware 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 May 31, 2019. The statutory seat of the Company is in Amsterdam, the Netherlands. The registered office address of the Company is at Einsteinring 9, 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 Chamber of Commerce under number 261084.

For a discussion of our principal capital 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.

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

B.Business Overview

Mytheresa is a leading luxury multi-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 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 customer service, leading technology and analytical platforms, as well as high quality service operations. We are more than just a luxury e-commerce platform. We build a community for luxury enthusiasts and create desirability with digital and physical experiences. Our more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global leader in the luxury multi-brand digital sector.

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

Superior service drives differentiated shopping experience. We are dedicated to providing our customers with superior service throughout their shopping experience and believe this sets us apart from our competitors. We have team members who are available to serve our customers 24 hours per day, seven days a week and in eight languages. Additionally, our localized websites, which are also available in eight languages and eight currencies, and our global in-house logistics capabilities provide the fast, efficient and frictionless shopping experience our global customers demand. We believe customers are loyal to Mytheresa because we provide excellent service every time they interact with us. Our emphasis on exceptional service is inherent throughout all customer touchpoints, including our sites, customer care, delivery and 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 customer satisfaction with our service and experience is evidenced by our best-in-class net promoter score of 75.2%, which is an annualized average of weekly measurements conducted by us in fiscal 2024. Through our distribution and fulfillment capabilities, we offer fast shipping to our customers in metropolitan areas globally in less than 72 hours, with one to two days shipping service in all of Europe where express shipping is available. Our customer service teams are experts in working with luxury customers. We received approximately 6,230 calls per week, on average, during fiscal 2024, with approximately 81.4% of 323 thousand calls answered within 20 seconds.

Special brand 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 the picturesque 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 attendance of Executive Chairman & Creative Director Brunello Cucinelli, the launch of the Valentino Escape 2024 Capsule Collection with a private dinner and tour on board of the Iconic Christina O. sailing along the French Rivera, an elevated cocktail and dinner with Khaite in celebration of PFW, a 24-hour experience with three events including an exhibition, talk and dinner celebrating SHFW with Courrèges at Fotografiska in Shanghai, China, as well as VIC dinners in China, Singapore and the US. In addition, multiple non-public top customer experiences have been hosted for example with Gabriela Hearst in New York and at the Givenchy Haute Couture Salon in Paris. These events and 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 engage with our customers. In order to engage and build personal relationships with high-net worth customers, Mytheresa and Flamingo Estate hosted a 8-week pop-up in partnership with Porsche in East Hampton, in the United States. We converted a former auto body repair shop into a luxurious, interactive, summer body shop, offering a highly curated selection of fashion, accessories, fine jewelry and watches including exclusives from brands like Toteme, Khaite, Valentino, Etro, Dries Van Noten and Missoni as well as hosting several shopping events in the location with partners such as Ruslan Baginsky, Missoni, Ananya, Etro and Savette. In addition, we hosted a four-weeks Holiday House pop-up in collaboration with Flamingo Estate in Los Angeles during holiday season. The pop up was a replica of Flamingo Estate made of ginger bread with Mytheresa products featured throughout and a dedicated Mytheresa wardrobe.

Our Value Proposition to Brand Partners

Online Visibility to Highly Coveted Global Luxury Customers. In addition to brands appearing on our sites, we create exclusive experiences and collections that provide additional opportunities to engage with our customers and social media followers. In addition to our 33 events, we launched 76 campaigns in collaboration with our brand partners to launch exclusive products only available on Mytheresa or first 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’s Paula’s Ibiza and Loewe x On collections with exclusive styles, exclusive bag launches with Loewe and Bottega Veneta, exclusive pre-launches with Alaia, Saint Laurent, Brunello Cucinelli, Valentino and ski collections of Pucci x Fusalp and Balenciaga. Other highly visible campaigns include the exclusive capsule collections of Courrèges, Magda Butrym, and Chloé, as well as a video created by Mytheresa to celebrate the exclusive capsule collection of Brunello Cucinelli both for womenswear and menswear featuring artists Greta Bellamacina and her husband Robert Montgomery.

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Innovative and Engaging Content Across Media Formats. We produce 100% proprietary content in-house across different media formats including films, music videos, games, magazines and photography shoots on behalf of, and in partnership with, our brand partners. We place this content across our consumer touchpoints, including our home page, app, mobile first newsletter, paid formats and social media that includes our own managed platforms ranging from Instagram and Pinterest to WeChat and RED. We take a product-focused and experiential approach to content creation, which has differentiated and strengthened our longstanding relationships with some of the world’s leading luxury brands. Our highly stylized production showcases our brand partners’ products at their best, and our brand partners often promote our content and edits on their own social media accounts and websites. We also regularly achieve extensive global publicity for our brand partners and ourselves through features and exclusive stories, as well as through our more than 3.91 million followers, as of June 30, 2024, across social media platforms.

Established Reputation for Being Trusted Brand Stewards and Maintaining Brand Integrity. We are viewed as an integral global partner and have 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, our ability to deliver a superior service experience and our strong full price sell-through highlight our commitment to maintaining brand integrity for our brand partners.

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

Our Competitive Strengths

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

Customer-First Approach with Deep Understanding and Analytical Insight. We target, acquire and retain the most valuable luxury customers by pairing superior service with advanced technology. Our deep understanding of our customers enables us to provide a shopping experience tailored to them and drive loyalty. Our customer is time-constrained, requires efficient, personalized service, and favors our easy-to-use sites. Unlike online fashion marketplaces where customers go to price compare common luxury SKUs, we believe our customers shop our platform for discovery and access to exclusive products they cannot find elsewhere. To assist this shopping experience, we have invested in a robust technology platform that allows us to analyze data to produce actionable insights that we use to identify customers and personalize our site, emails, and brand recommendations for them. Our data-driven technology platform is integral to our merchandising and marketing functions and enables us to consistently deliver a superior shopping experience to several hundred thousand customers across over 130 countries. A key component of our customer experience is a mobile and app-first approach. In fiscal 2024, mobile orders accounted for 52% of our net sales, of which 44% were app orders, and approximately 81% of page views were generated via mobile app, tablet, and mobile phone. We combine data-driven customer insights, decades of thought-leadership in fashion, and exceptional customer service to deliver an unparalleled customer experience.

Our Curated Product Assortment Offers One of The Finest Edits In Luxury Fashion. We believe our curated assortment is the preferred platform for customers and brands compared to department stores, marketplaces and other online players. We offer leading luxury brands visibility to a highly valuable audience, customer trend insights across multiple brands and categories, and most importantly, more control over brand image and pricing integrity. We assort the most coveted brands and, from those brands, the most differentiated, relevant and luxurious pieces. Our edit features a meticulously curated, elevated assortment of luxury products that we display in an attractive way across 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 consistently turn inventory with a high full price sell-through.

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Highly Loyal and Engaged Global Luxury Customer Base. We have deep relationships with a growing number of dedicated luxury and highly coveted, high net worth customers. We have grown our active customer base at a 25.7% CAGR since fiscal 2016, with 75.5% of net sales in 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 strong customer loyalty, we achieved a 4.0 x 8-year LTV to CAC ratio for the 2016 cohort, which demonstrates the effectiveness of our marketing spend 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 have been with us for more than two fiscal years, representing our ability to retain customers and to increase active customers’ spend and frequency, in fiscal 2024.

Partner of Choice for the World’s Most Coveted Luxury Brands. We have a rich, 30-year heritage of working with more than 200 of the most coveted luxury brands, who trust us for our commitment to full-price integrity, appreciate our innovative approach to targeting digital luxury consumers, and often provide us access to exclusive products and collections. In fiscal 2024, we featured 76 exclusive capsule 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% of our brand partners we wanted to keep since our founding. This underscores the strength of our relationships and differentiates Mytheresa as one of the online retailers that luxury brands prefer to partner with. Additionally, our top 30 brands’ share of overall net sales has remained stable as we have scaled the business.

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

Experienced and 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. His deep customer knowledge across geographies has helped accelerate growth and enhance profitability. Michael is complemented by our experienced senior management team with industry-leading expertise across luxury, technology and e-commerce operations. The business verticals are led 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 nationalities and 57% of whom were women as of June 30, 2024. Our culture is collaborative, confident, creative, accountable, performance driven and dedicated to delivering to our customers the finest edit and service in luxury.

Growth Strategies

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

Profitably Acquire New Customers. We will focus our efforts on reaching the world’s most affluent luxury consumers. We believe our market share is less than 2% 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 new customers in all geographies including Europe, as well as the United States, Middle East and Asia. Our demonstrated playbook for localizing new geographies is efficient, effective and repeatable. We leverage localized social media content and influencers, curation, languages and events to bring the Mytheresa brand to new markets. We believe our exclusive aspirational content and events resonate globally, providing a scalable marketing engine to efficiently acquire new customers across geographies. Through our more than 3.91 million followers as of June 30, 2024, across social media platforms and our luxury influencer relationships, we believe we will continue to reach new customers and raise brand awareness globally through this low-cost medium. We intend to augment our core performance marketing strategy by pursuing App download advertising, further optimizing bidding rules for paid search engines, scaling organic search content in several additional languages, introducing a new customer acquisition model, and accelerating social media channel growth.

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Continue to Expand Share of Wallet and Retention for Existing Customer Base. We plan to deepen our existing customer relationships to improve our strong revenue retention and increase our wallet share with customers. We believe we can increase purchase frequency and spend by improving our customer experience, Top Customer program and brand relationships. We will enhance our customer experience by continuing to refine our customer analytics, increasing personalization and product recommendations, improving the mobile experience and providing additional opportunities to pre-order exclusive products as well as expanding our team of personal shoppers across the globe. 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 events while 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 UK and the US.

Expand wallet share with the launch of Mytheresa Kids. In January 2019, we officially launched our kidswear offer with 35 brands which we has grown to 57 brands. Given the significant proportion of our top customers who have children and are looking to purchase luxury 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 only brands like Bonpoint, where sales are driven by our Top Customer. Like we do with womenswear, we have also been able to introduce exclusive kidswear items only available at Mytheresa.com with brands like Dolce Gabbana and Max Mara (the latter a collaboration to celebrate the 10 year anniversary of the Max Mara Teddy coat). Our unique focus on luxury and our famous curation unlocks incremental wallet share from 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 made by customers that have discovered Mytheresa.com through our luxury kidswear, which presents an opportunity for additional growth across multiple departments. What’s more, from the total amount of FTBs (first time buyers) acquired in FY24, 8.6% included at least one kidswear 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 digit growth compared to prior year, during a time where many of our competitors are struggling. The synergies with our existing business are reflected with 88% of our existing customers who bought kidswear items already bought other items, mostly from our womenswear collections. This strengthens the unit economics of our kidswear presentation.

‘To be the global destination for Fine Jewellery and Watches and thus expanding our true luxury offering to better service our Top Customer and increase AOV with the launch of the dedicated Fine Jewellery and Watches category. In May 2023 we officially launched Fine Watches at Mytheresa.com with the introduction of Certified Pre-Owned (CPO) 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 continue to grow our brand offer within the category. We launched Fine Jewellery in September 2023, with the goal to offer the best edit in multi-brand luxury Fine Jewellery. We expanded the brand mix introducing designers such as Ananya, Anita Ko and Foundrae as well as increasing and elevating our offer from existing brands within our portfolio such as Pomellato, Repossi and Suzanne Kalan. In December 2024 we introduced high price point items over 50k € and received immediate demand for these very special pieces sale. Sales taken from products above 10k € now make up 25% of our sales mix and we have seen our Top Customer client base increase within the Fine Jewellery department, who now account for 74% sales share of the department. This has resulted in growth of our Top Customers who already bought Fine Jewellery and additionally captured new Top Customers who had not bought Fine Jewellery with us before. We plan to grow and further elevate our brand portfolio and product mix in the coming years.’

Further building a reputation as the leading player for luxury Menswear. We launched Mytheresa Men in January 2020 with more than 100 curated brands to target the modern, affluent man with a curated, inspiring product offer reflecting the zeitgeist in men’s fashion. Our ambition is to become the global opinion leader in and definitive online destination for luxury menswear. Our positioning is 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 brand partners 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 to define menswear with a new market position and the relationships we have built with our brand partners who are among the top names in luxury menswear.

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

Following the highly successful online launch of menswear and the initial opening of the Mytheresa Men’s Store in 2020, we renovated and expanded our menswear store in Munich’s city center in June 2023, 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 the essence of modern luxury, to become the leading destination for luxury menswear both digitally and physically. The floor space has now expanded 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.

Expand wallet share with the launch of Mytheresa Life: We launched the new category Life in May 2022, extending Mytheresa’s renowned multi-brand shopping approach into all aspects of luxury lifestyle. Life presents the most elevated selection of home décor and other lifestyle products, further deepening the relationship with our high value customers that have a passion for luxury design in their wardrobes as well as their homes. The curated assortment includes interior and lifestyle products from iconic fashion houses such 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 only curated luxury online platform to combine womenswear, menswear, kidswear and now lifestyle products, makes us a truly unique and engaging destination for luxury shoppers.

Access New Complementary Customer Categories. We plan to increase our share of customer and household wallet share as well as attract new 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 FY23, of our exclusive partnership with Bucherer, the world’s largest luxury watches and jewellery retailer from Switzerland, to offer certified pre-owned watches with an international two-year warranty and full-service package directly from the watch experts of Bucherer. The offer initially launched in Europe and covers the most elevated selection of high-end and certified pre-owned timepieces from brands such Audemars Piguet, Breitling, IWC Schaffhausen, Jaeger-LeCoultre and Omega. So far, the most expensive watch sold on our platform was an 86,000 EUR Audemars Piguet Royal Oak watch.

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

Continue To Innovate and Leverage Use of Proprietary Data Insights. We plan to continue to identify ways to leverage our proprietary data to optimize the Mytheresa experience for both our customers and our brand partners. In addition, we plan to continue innovating and investing across our user interface, technology platform, supply chain and distribution, and localization capabilities to improve service levels and further enhance and personalize our customer’s experience. Our data helps inform the product assortment architecture which is pivotal in optimizing inventory for both our brand partners and us alike. As we scale, our global data repository grows turning the 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 capabilities to incorporate visual search capabilities and enhance our size and fit optimization.

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

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C.	Organizational structure

Please refer to Note 4.1 to our audited consolidated financial statements (“Scope of Consolidation”) included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest.

D.	Property, Plant and Equipment

Facilities

Our corporate headquarters are located in Aschheim (Munich), Germany. We rent our central distribution center facility in Heimstetten, Germany, which has approximately 16,970m2 of floor space for storage, merchandising operations and fulfillment and a second fulfillment center in Leipzig, Germany with approximately 54,550m2 of floor space. We also rent additional office space in London, Shanghai, Berlin, Barcelona, New York and Milan, in addition to our retail stores in Munich. As part of our strategic focus on global growth, operational excellence and continued profitability, we announced on 16 July 2024 the consolidation of our distribution and shipping functions into our newly opened state-of-the-art distribution center in Leipzig, Germany, which already covers 80% of all customer shipments. This move is a commitment to optimizing our global shipping capabilities even further and meeting the demands of our luxury clientele. We anticipate that this change will result in increased customer satisfaction and cost-effective operations thanks to the unique location of the Leipzig distribution center at the DHL airport, allowing for much faster international shipping. In connection with the consolidation of our distribution and shipping functions, our legacy distribution center in Heimstetten, Germany will be closed. All stock will be transitioned to the Leipzig distribution center, and all staff affected by this change have been offered the opportunity to transfer to the distribution center in Leipzig or otherwise be supported with socially acceptable agreed solutions.

The following table sets forth information with respect to our facilities as of June 30, 2024:


			Lease	Right of
Location	Type	Square Meters	Expiration	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

Item 4A: Unresolved staff comments

None.

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Item 5: Operating and financial review and prospects

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes appearing elsewhere in this annual report. In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in “Item 3: Key information - D. Risk factors” and “Special note regarding forward-looking statements” sections and elsewhere in this annual report.

Business Overview

Mytheresa is a leading luxury multi-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 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 customer service, leading technology and analytical platforms, as well as high quality service operations. We are not just a luxury e-commerce platform. We create a luxury community for luxury enthusiasts and create desirability through digital and physical experiences. Our more than 30 years of market insights and long-standing relationships with the world’s leading luxury brands, such as Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci, Loewe, Loro Piana, Moncler, Prada, Saint Laurent, Valentino, and many more, have established Mytheresa as a global authority in luxury goods.

Business Highlights

Despite a slight decrease in the number of active customers 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 both the average order value from €654 in FY23 to €703 in FY24 and net sales from €766.0 million in FY23 to €840.9 million in FY24. This trend indicates that while we have a very similar customer base compared to the previous fiscal year, the remaining customers are engaging more deeply with our products. For the fiscal year ended June 30, 2024 gross profit was at €384.5 million, an increase of €4.6 million or 1.2% year-over-year. Operating Loss is at €22.0 million in fiscal 2024 compared to an Operating loss 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 €18.4 million in fiscal 2023. Additionally, in fiscal 2024, we generated €10.6 million compared to €26.8 million, in prior year period of Adjusted Operating Income, €25.8 million of Adjusted EBITDA compared to €38.4 million in fiscal 2023.

Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA are measures that are not defined in IFRS. For further information about how we calculate Adjusted Net Income, Adjusted Operating Income and Adjusted EBITDA, limitations of their use and their reconciliations to the most comparable IFRS measures, see “Item 5: Operating and financial review and prospects – A. Operating Results”.

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 these factors presents significant opportunity for our business, collectively, they also pose important challenges that we must successfully address in order to sustain our growth, improve our operating results and achieve and maintain our profitability, including those discussed below and in the section of this report titled “Risk Factors.”

Overall Economic Trends

The overall economic environment and related changes in consumer behavior have a significant impact on our business. Though it is generally more muted in our high net worth 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. Global macroeconomic factors can affect customer spending patterns, and consequently our results of operations. These include, but are not limited to, employment rates, trade negotiations, availability of credit, inflation, interest rates and fuel, regional military conflicts and energy costs. In addition, during periods of low unemployment, we generally experience higher labor costs.

目錄表

男裝、童裝和生活中的成長

2019年，我們推出了Mytheresa Kids，2020年1月，我們推出了Mytheresa Men，將我們精心策劃的產品擴展到這些規模龐大且服務不足的類別。我們認爲，在這兩個類別中都缺乏精心策劃的在線多品牌產品，我們可以通過我們的差異化價值主張來獲取這些產品。我們已經建立了完整的購買、營銷和銷售團隊，利用我們的品牌關係，並以獨家膠囊、體驗和內容支持這些類別。我們相信，我們可以爲男性策劃和分類系列，就像我們對女性系列所做的那樣，將我們的價值主張擴展到這些新類別。我們在2023年5月推出了新的類別生活，將Mytheresa著名的多品牌購物方式擴展到奢侈品生活的方方面面。LIFE提供了最高級的家居裝飾和其他生活方式產品選擇，進一步加深了與我們的高價值客戶的關係，這些客戶對衣櫃和家裏的奢侈品設計充滿熱情。作爲唯一一個集女裝、男裝、童裝和現在的生活方式產品於一身的奢侈品在線平台，使我們成爲奢侈品購物者真正獨特和迷人的目的地。

庫存管理

我們利用我們的客戶數據並與品牌合作伙伴合作，爲我們的客戶分類高度相關的產品。我們買家的專業知識和我們的數據幫助我們衡量需求和產品架構，以優化我們的庫存狀況。通過分析客戶反饋和實時客戶購買行爲，我們能夠有效地預測需求、尺碼和顏色，超出買家的洞察力。這將我們的投資組合風險降至最低，並增加了我們的直銷。隨着我們的規模擴大，我們的購買流程將通過我們全球數據庫的增長以及我們將數據科學作爲購買流程的一部分加以利用的能力進一步增強。此外，我們在庫存提供的不同方面的投資隨着不斷變化的消費趨勢和業務的基本需求而波動。

對我們的運營和基礎設施進行投資

隨着我們增加產品和擴大客戶群，我們將產生額外的費用。我們未來對運營的投資，如對萊比錫新配送中心和基礎設施的投資，將根據我們對全球奢侈品趨勢的了解和我們平台的需求而確定。隨着我們的規模不斷擴大，我們將需要額外的人員來支持我們的在線產品。我們將在庫存、履行能力和物流基礎設施方面投入資金，以提高業務效率、本地化產品、進入新類別並與新品牌合作。我們還將積極監控我們的滿足能力需求，有選擇地投資於能力和自動化。

策展平台模型(CPM)

CPM將Mytheresa Group與品牌合作伙伴的直接零售業務整合在一起，提供了規模化的非常理想的產品，提高了資本效率，並增加了收入和利潤。這些產品是由Mytheresa Group從更大的品牌零售集合中挑選出來的。通過CPM，我們能夠直接維護客戶關係，並管理訂單的完成一直到發貨到最終客戶。早期的季節交貨與零售渠道保持一致。此外，Mytheresa還定期獲得核心產品和季節性產品的季節性補充。產品被交付給Mytheresa Group配送中心；然而，在交付給客戶之前，庫存由品牌合作伙伴擁有。未售出的商品將在本季度結束前退還給品牌合作伙伴，或者結轉到新一季。MyTheresa Group作爲代理，將CPM平台費用記錄爲淨銷售額。

我們運營結果的組成部分

淨銷售額

包括通過我們的網站、我們的旗艦店和最近開設的男士S門店銷售服裝、箱包、鞋子、配飾、精品珠寶和其他類別的收入，以及適用時支付的運輸收入和送貨稅，扣除促銷折扣和退貨。源自策展平台模式的平台費用也包括在我們的淨銷售額中。收入一般在交付給最終客戶時確認。我們報告的淨銷售額的變化主要是由於我們的活躍客戶數量的增長、平均訂單價值的變化、發貨的訂單總數以及與我們的精選平台模式相關的費用。

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Cost of sales, exclusive of depreciation and amortization

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

Gross profit

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

Shipping and payment costs

consist primarily of shipping fees paid to our delivery providers, packaging costs, delivery duties paid for international sales and payment 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 customs duties for the customer, for example in the USA.

Marketing expenses

primarily consist of online advertising 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 marketing expenses 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 and administrative expenses

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

Depreciation and amortization

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

Other expense (income), net

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

Finance income (cost), net

in fiscal 2023 and fiscal 2024 consist of our finance costs related to interest expense on our leases as well as on our former Revolving Credit Facilities with Commerzbank Aktiengesellschaft (“Commerzbank”) and UniCredit Bank AG (“UniCredit”) (together, our “Revolving Credit Facilities”) and current Revolving Credit Facility with Commerzbank Aktiengesellschaft (“Commerzbank”), UniCredit Bank AG (“UniCredit”) and J.P. Morgan SE (together, our “new Revolving Credit Facility”). As of June 30, 2024 Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving Credit Facilities.

目錄表

經營業績

討論（i）截至2024年6月30日止年度的運營業績，包括選定的分部信息，包括2023財年和2022財年之間的同比比較，以及（ii）截至2023年6月30日和2022年6月30日止年度的流動性和資本資源，請參閱截至2023年6月30日財年的20-F表格年度報告中包含的部分「第5項：運營和財務審查及前景」。

集團經營業績及經營業績

下表列出了我們在所列期間的經營業績。¹ 財務業績的期間比較並不一定表明未來的業績。


	財年
(in數千歐元）	2022年6月30日	2023年6月30日	2024年6月30日

淨銷售額	687,781	766,003	840,852
銷售成本，不包括折舊和攤銷	(334,758)	(386,027)	(456,320)
毛利	353,023	379,976	384,532
運輸和付款費用	(97,697)	(114,785)	(135,547)
營銷費用	(96,093)	(112,001)	(96,708)
銷售、一般和管理費用	(148,172)	(147,691)	(159,292)
折舊及攤銷	(9,088)	(11,653)	(15,205)
其他收入(費用)，淨額	892	(2,527)	267
營業收入(虧損)	2,865	(8,682)	(21,953)
財務收入（成本），淨	(998)	(2,460)	(4,772)
所得稅前收入(虧損)	1,867	(11,142)	(26,725)
所得稅費用	(11,184)	(5,877)	1,814
淨虧損	(9,317)	(17,019)	(24,911)

下表列出了利潤表中的每個項目佔所列每個期間淨銷售額的百分比。


	財年
(in佔淨銷售額的百分比）	2022年6月30日	2023年6月30日	2024年6月30日

淨銷售額	100.0%	100.0%	100.0%
銷售成本，不包括折舊和攤銷	(48.7%)	(50.4%)	(54.3%)
毛利	51.3%	49.6%	45.7%
運輸和付款費用	(14.2%)	(15.0%)	(16.1%)
營銷費用	(14.0%)	(14.6%)	(11.5%)
銷售、一般和管理費用	(21.5%)	(19.3%)	(18.9%)
折舊及攤銷	(1.3%)	(1.5%)	(1.8%)
其他收入(費用)，淨額	0.1%	(0.3%)	0.0%
營業收入(虧損)	0.4%	(1.1%)	(2.6%)
財務（支出）收入淨額	(0.1%)	(0.3%)	(0.6%)
所得稅前收入(虧損)	0.3%	(1.5%)	(3.2%)
所得稅費用	(1.6%)	(0.8%)	0.2%
淨虧損	(1.4%)	(2.2%)	(3.0%)

1.	比較信息因比較數字的修訂而修訂。請參閱注6。

目錄表

截至2023年6月30日和2024年6月30日的年份比較

淨銷售額


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

淨銷售額	766,003	840,852	74,849	9.8%
商品總值(GMV)	853,190	913,580	60,389	7.1%
GMV淨銷售百分比	89.8%	92.0%		220 BP

淨銷售額從截至2023年6月30日財年的76600萬歐元增加到截至2024年6月30日財年的84080萬歐元。截至2024年6月30日止年度的淨銷售額增長高於GMV增長，這是由於幾個批發品牌的表現好於單個CPm品牌。CPm品牌的表現僅反映在我們在淨銷售額中獲得的佣金中。GMV和淨銷售額的增長源於發貨總訂單的增加。CPm的佣金份額低於淨銷售額的10%。截至2023年6月30日和2024年6月30日，已有七個時尚品牌從批發模式轉向CPm模式。

銷售成本，不包括折舊和攤銷


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對的	單位：% /BP

銷售成本，不包括折舊和攤銷	(386,027)	(456,320)	(70,293)	18.2%
淨銷售額的百分比	(50.4%)	(54.3%)		(390 BP）
GMV百分比	(45.2%)	(49.9%)		(470 BP）

與截至2023年6月30日的財年相比，截至2024年6月30日的財年的銷售成本（不包括折舊和攤銷）增加了7030萬歐元，即18.2%。所列期間的增長主要是由於淨銷售額增加和這些訂單的毛利率下降。截至2024年6月30日的財年，銷售成本（不包括折舊和攤銷）佔淨銷售額的百分比與2023年同期相比從50.4%增加至54.3%。由於競爭對手促銷活動的增加，我們的全價份額相對於我們的銷售份額較低，即我們的全價銷售產品份額低於我們的目標水平。對於CPm，由於所銷售商品的購買價格由品牌合作伙伴承擔，因此不會產生銷售成本。

毛利


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

毛利	379,976	384,532	4,556	1.2%
淨銷售額的百分比	49.6%	45.7%		(390 BP）
GMV百分比	44.5%	42.1%		(240 BP）

目錄表

在截至2024年6月30日的財年中，毛利潤爲38450歐元萬，同比增長450%萬或1.2%。在截至2024年6月30日的財年中，毛利率與淨銷售額之比降至45.7%，而上一財年爲49.6%。這一下降主要是由於促銷驅動的運營毛利率下滑以及財務影響，主要是由於幾個批發品牌相對於單個CPM品牌的更強勁表現。如果某些批發品牌的表現好於單個CPM品牌，那麼毛利率就會在數學上下降，因爲只有CPM品牌的佣金才會計入淨銷售額，毛利率爲100%。隨着競爭對手試圖平衡他們的庫存水平，我們仍然經歷着高水平的促銷活動。因此，我們在銷售活動中的全價份額繼續低於去年同期。

運費和付款費用


(單位：千歐元)	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對的	單位：% /BP

運輸和付款費用	(114,785)	(135,547)	(20,762)	18.1%
淨銷售額的百分比	(15.0%)	(16.1%)		(110 BP）
GMV百分比	(13.5%)	(14.8%)		(130 BP）

運輸和支付成本增加了2080萬歐元，即18.1%，從截至2023年6月30日財年的11480萬歐元增加到截至2024年6月30日財年的13555萬歐元。這一增長是由於歐洲國家以外的銷售收入增加以及運輸和定製費用的相應增加。運輸和支付成本佔淨銷售額的比率增加了110個BP。運輸和付款成本比由運輸總訂單驅動，這與GMV的發展相符。運輸和支付成本比相對於GMV增加了130 BP。


(in數千歐元）	截至的年度
			變化	變化
	2023年6月30日	2024年6月30日	絕對的	單位：% /BP

運輸和付款費用	(114,785)	(135,547)	(20,762)	18.1%
其他與交易相關的某些法律和其他費用⁽¹⁾	—	1,326	1,326	0.0%
調整後的運輸和付款成本	(114,785)	(134,221)	(19,437)	16.9%
淨銷售額的百分比	(15.0%)	(16.0%)		(100 BP）
GMV百分比	(13.5%)	(14.7%)		(120 BP）

1)	其他與交易相關的某些法律和其他費用指（i）與潛在交易相關的專業費用，包括諮詢和會計費用，（ii）在我們正常業務過程之外產生的某些法律和其他費用，以及（iii）與在德國萊比錫建立新的中央配送中心的費用有關的其他非經常性費用。

截至2024年6月30日的一年內，在我們正在德國萊比錫建立新的中央配送中心的過程中，調整後的運輸和付款成本中扣除了1.326億歐元。

營銷費用


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

營銷費用	(112,001)	(96,708)	15,293	(13.7%)
淨銷售額的百分比	(14.6%)	(11.5%)		310 BP
GMV百分比	(13.1%)	(10.6%)		250 BP

營銷費用從截至2023年6月30日財年的11200萬歐元減少至截至2024年6月30日財年的9670萬歐元。

目錄表

由於營銷活動下降，營銷成本佔淨銷售額的比率下降了310 BP。相對於GMV的營銷成本比也下降了250 BP。由於我們減少了針對有抱負的客戶的促銷活動，專注於繼續開展最有希望的新客戶獲取和頂級客戶保留策略的營銷工作，並使我們的營銷工作與整體市場情緒保持一致，相對於GMV的營銷成本比顯着下降。

銷售、一般和管理費用


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對的	單位：% /BP

銷售、一般和管理費用	(147,691)	(159,292)	(11,600)	7.9%
淨銷售額的百分比	(19.3%)	(18.9%)		40個BP
GMV百分比	(17.3%)	(17.4%)		(10 BP）

銷售、一般和行政（SG & A）總費用從截至2023年6月30日財年的14770萬歐元增加了1160萬歐元，增加了1160萬歐元，增加了2024年6月30日財年的15930萬歐元。增加主要是由於期內人員費用、租賃費用、差旅費用、萊比錫新配送中心相關費用以及其他運營費用增加。MyTheresa Group確認截至2024年6月30日的財年的股份薪酬費用爲1850萬歐元，前期爲3000萬歐元。


(in數千歐元）	年終了
	2023年6月30日	2024年6月30日	改變絕對	%變化

人員費用	(119,450)	(126,366)	(6,915)	5.8%
基於股份的薪酬	30,021	18,508	(11,513)	(38.4%)
人員總費用不包括SBC	(89,430)	(107,858)	(18,428)	20.6%
淨銷售額的百分比	(11.7%)	(12.8%)		(110 BP）
GMV百分比	(10.5%)	(11.8%)		(130 BP）

截至2024年6月30日止年度人員費用的增加主要是由於履行人員費用的增加。總體而言，截至2024年6月30日止年度，人員費用（不包括股份薪酬費用）佔淨銷售額的百分比從11.7%增加至12.8%。這主要是由於萊比錫新配送中心相關員工人數增加所致。


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

人員費用	(119,450)	(126,366)	(6,915)	5.8%
其中履行人員費用	(22,905)	(27,166)	(4,261)	18.6%
淨銷售額的百分比	(15.6%)	(15.0%)		60個BP
GMV百分比	(14.0%)	(13.8%)		20個BP

一般和行政費用	(28,241)	(32,926)	(4,685)	16.6%
淨銷售額的百分比	(3.7%)	(3.9%)		(20 BP）
GMV百分比	(3.3%)	(3.6%)		(30 BP）
銷售、一般和管理費用	(147,691)	(159,292)	(11,600)	7.9%

目錄表

一般和行政費用增加了4.7億歐元，從截至2023年6月30日財年的2820萬歐元增加到截至2024年6月30日財年的3290萬歐元，主要是由於本期租金成本、差旅費和其他運營費用。人員費用從截至2023年6月30日財年的11950萬歐元增加了6.9億歐元至截至2024年6月30日財年的12640萬歐元，主要是由於德國萊比錫新配送中心的FTE增加。


(in數千歐元）	截至的年度
	6月30日	6月30日	變化	變化
	2023	2024	絕對的	單位：% /BP

銷售、一般和管理費用	(147,691)	(159,292)	(11,600)	7.9%
基於股份的薪酬⁽¹⁾	30,021	18,361	(11,660)	(38.8%)
其他與交易相關的某些法律和其他費用 ⁽²⁾	5,446	12,950	7,504	137.8%
調整後的SG&A	(112,225)	(127,981)	(15,756)	14.0%
淨銷售額的百分比	(14.7%)	(15.2%)		(50 Bps)
GMV百分比	(13.2%)	(14.0%)		(80 Bps)

(1)	若干管理成員及監事會成員已獲授予股份薪酬，股份薪酬開支將於未來期間根據既定歸屬時間表予以確認。我們不認爲以股份爲基礎的薪酬支出能反映我們的核心經營業績。

(2)	其他與交易相關的某些法律和其他費用包括(I)與潛在交易相關的專業費用，包括諮詢和會計費用，(Ii)在我們正常業務過程之外發生的某些法律和其他費用，以及(Iii)與在德國萊比錫建立新的中心配送中心的成本相關的其他非經常性費用。其他與交易相關的費用、某些法律費用和其他費用的增加主要是由於在萊比錫建立新的配送中心的成本。

撇除以股份爲基礎的薪酬開支(SBC)及其他交易相關成本、若干法律及其他開支，經調整SG&A開支佔截至2024年6月30日止財政年度銷售額淨額的百分比較上年同期由14.7%增至15.1%，原因是該期間的人事開支、租金成本、差旅開支及其他營運開支增加。

除了努力吸引和留住最好的和高潛力的客戶外，我們在費用管理方面也很謹慎。作爲一家快速增長的公司，我們堅持不懈地致力於取悅我們的客戶，謹慎地奪取市場份額，並鞏固我們的領導地位，我們將繼續投資於我們的人員質量，以維持我們的中長期增長戰略，我們不會在我們的運營執行質量上妥協。

折舊及攤銷


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

折舊及攤銷	(11,653)	(15,205)	(3,551)	30.5%
淨銷售額的百分比	(1.5%)	(1.8%)		(30 BP）
GMV百分比	(1.4%)	(1.7%)		(30 BP）

由於與德國萊比錫新配送中心相關的使用權資產折舊增加，折舊和攤銷費用從截至2023年6月30日財年的1160萬歐元增加到截至2024年6月30日財年的1520萬歐元。

目錄表

財務收入（成本），淨


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

循環信貸安排的利息費用	(401)	(1,861)	(1,460)	363.9%
租賃利息費用	(2,417)	(2,916)	(499)	20.6%
融資成本總額	(2,818)	(4,777)	(1,959)	69.5%

其他利息收入	358	5	(354)	(98.7%)
財務收入總額	358	5	(354)	(98.7%)
財務收入（成本），淨	(2,460)	(4,772)	(2,312)	94.0%
淨銷售額的百分比	(0.3%)	(0.6%)		(30 BP）
GMV百分比	(0.3%)	(0.5%)		(20 BP）

截至2023年6月30日的財年，我們循環信貸計劃的利息和其他費用總額分別爲40萬歐元，截至2024年6月30日的財年爲186萬歐元。截至2024年6月30日止年度，與新循環信貸額度相關的6000萬歐元交易成本已分配至長期和短期預付費用，並將根據到期日攤銷至2026年9月。

截至2023年6月30日和2024年6月30日的財年，根據IFRS 16資本化的租賃的總利息費用爲240萬歐元和290萬歐元。增加主要與德國萊比錫的新配送中心有關。

所得稅費用


(in數千歐元）	年終了
			變化	變化
	2023年6月30日	2024年6月30日	絕對	單位：% /BP

所得稅（費用）收入	(5,877)	1,814	7,691	(130.9%)
淨銷售額的百分比	(0.8%)	0.2%		100 bps
GMV百分比	(0.7%)	0.2%		90bps

所得稅(費用)收入包括當期所得稅，這些所得稅是根據當期的當地應納稅所得額和當地稅收規則計算的。更多信息見附註11.與截至2023年6月30日的財年相比，所得稅支出有所下降，這主要是由於德國稅務集團在截至2024年6月30日的財年發生的稅收損失。

按部門劃分的經營業績

按照管理方法，根據Mytheresa集團的內部報告以及我們的首席運營決策者(CODM)如何評估業務表現來確定運營部門。MyTheresa Group將其首席執行官和首席財務官統稱爲CODM。在此基礎上，Mytheresa集團將其在線業務和零售店確定爲獨立的運營部門。分部EBITDA被用來衡量業績，因爲管理層認爲這一信息在評估各個分部相對於零售業務中經營的其他實體是最相關的。

不會將資產分配給不同的業務部門進行內部報告。

目錄表

下表分別顯示了截至2022年、2023年和2024年6月30日財年我們每個分部的淨銷售額和分部EBITDA。


	本財年結束
(in數千歐元）	2022年6月30日	2023年6月30日	2024年6月30日

線上
淨銷售額	672,515	751,299	826,690
部門EBITDA	80,350	48,729	37,396

零售店
淨銷售額	15,266	14,704	14,162
部門EBITDA	4,229	4,966	4,516

MyTheresa Group通過其在線業務在全球範圍內賺取收入，而與零售商店相關的所有收入均在德國賺取。在線收入的地理位置根據交付地點確定。下表提供了MyTheresa Group按地理位置劃分的淨銷售額：


	截至本財政年度止
(in數千歐元）	2022年6月30日		2023年6月30日		2024年6月30日
德國	128,251	18.6%	128,109	16.7%	127,867	15.2%
美國	108,435	15.8%	137,521	18.0%	171,795	20.4%
歐洲（不包括德國） ⁽¹⁾	275,322	40.0%	298,998	39.0%	332,575	39.6%
世界其他地區⁽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)	除德國和美國外，沒有哪個國家佔淨銷售額的10%以上。

在所列任何期間，沒有單一客戶佔Mytheresa Group淨銷售額的10%以上。基本上，所有長期資產都位於德國。

非國際財務報告準則計量

我們使用許多運營和財務指標，包括以下業務和非IFRS指標，以評估我們的業務、衡量我們的業績、識別影響我們業務的趨勢、制定業務計劃和做出戰略決策。

我們公佈調整後的EBITDA、調整後的營業收入和調整後的淨收入是因爲它們被我們的管理層使用，並經常被分析師、投資者和其他感興趣的人用來評估我們行業的公司。此外，我們認爲，調整後的EBITDA、調整後的營業收入和調整後的淨收入是突出我們經營業績趨勢的有用指標，因爲它們排除了某些類型的費用，這些費用不能反映我們正在進行的業務和業績。

此外，我們行業中的其他公司計算類似名稱的指標可能與我們的做法不同，限制了它們作爲比較指標的有用性。

我們僅使用調整後EBITDA、調整後營業收入和調整後淨收入作爲補充信息。我們鼓勵您評估每一次調整以及我們認爲適合進行補充分析的原因。

目錄表

除了分部EBITDA之外，我們還使用以下指標來評估業務進展、決定分配時間和投資的地點以及評估業務的近期和長期業績：


	財政年度結束
				24財年vs 23財年
	2022年6月30日	2023年6月30日	2024年6月30日	% /BP變化
(單位：百萬)
商品總值（GMV） ⁽¹⁾	€ 745.3	€ 853.2	€ 913.6	7.1%
活躍客戶（LTm，單位：千） ⁽²⁾	781	856	852	(0.5%)
已發貨訂單總數（LTm，單位：千） ⁽²⁾	1,765	2,012	2,090	3.9%
平均訂單價值（TLR） ⁽²⁾	626	654	703	7.4%
淨銷售額	€ 687.8	€ 766.0	€ 840.9	9.8%
毛利	€ 353.0	€ 380.0	€ 384.5	1.2%
毛利率	51.3%	49.6%	45.7%	(390 BP）
營業收入（虧損）	€ 2.9	€ (8.7)	€ (22.0)	152.9%
營業收入（虧損）利潤率	0.4%	(1.1%)	(2.6%)	(150 BP）
淨虧損	€ (9.3)	€ (17.0)	€ (24.9)	46.4%
淨虧損率	(1.4%)	(2.2%)	(3.0%)	(80 Bps)
調整後的EBITDA⁽³⁾	€ 66.7	€ 38.4	€ 25.8	(32.8%)
調整後EBITDA利潤率⁽³⁾	9.7%	5.0%	3.1%	(190 BP）
調整後的營業收入⁽³⁾	€ 57.7	€ 26.8	€ 10.6	(60.3%)
調整後的營業利潤率⁽³⁾	8.4%	3.5%	1.3%	(220 BP）
調整後淨收益⁽³⁾	€ 45.5	€ 18.4	€ 7.7	(58.4%)
調整後的淨收入差額⁽³⁾	6.6%	2.4%	0.9%	(150 Bps)

(1)	商品總值(「GMV」)是一種可操作的衡量標準，指作爲委託人或代理人處理的訂單的總歐元價值。GMV包括產品價值、運費和關稅。它是扣除退稅、增值稅、適用的銷售稅和取消的淨額。GMV不代表我們賺取的收入。

(2)	活躍客戶、已發貨訂單總數和平均訂單價值是根據截至所述期間最後一天的過去12個月(LTM)內從我們網站發貨的訂單的GMV計算的。

(3)

調整後的EBITDA、調整後的營業收入和調整後的淨收入，以及它們相應的利潤率佔淨銷售額的百分比，都是IFRS中沒有定義的衡量標準。我們使用這些財務指標來評估我們的業務表現。我們公佈調整後的EBITDA、調整後的營業收入和調整後的淨收入及其相應的利潤率，因爲它們被我們的管理層使用，並經常被分析師、投資者和其他感興趣的人用來評估我們行業的公司。此外，我們認爲這些措施有助於突出我們經營業績的趨勢，因爲它們排除了管理層無法控制的項目的影響，或者不反映我們正在進行的核心業務和業績的項目。調整後的EBITDA、調整後的營業收入和調整後的淨收入具有侷限性，因爲它們不包括某些類型的費用。此外，我們行業中的其他公司計算類似名稱的指標可能與我們的做法不同，限制了它們作爲比較指標的有用性。我們使用經調整的EBITDA、經調整的營業收入和經調整的淨收入及其相應的利潤率作爲補充信息。我們鼓勵您評估每一次調整以及我們認爲適合進行補充分析的原因。列報的本期及上期經調整EBITDA、經調整營業收入及經調整淨收入已予更改，以反映我們就股份薪酬作出調整的最新方法。

目錄表


(in數千歐元）	本財年結束
	2022年6月30日	2023年6月30日	2024年6月30日

淨虧損	(9,317)	(17,019)	(24,911)
財務（收入）費用，淨額	998	2,460	4,772
所得稅費用	11,184	5,877	(1,814)
折舊及攤銷	9,088	11,653	15,205
其中使用權資產折舊	5,657	8,492	9,490
EBITDA	11,953	2,971	(6,748)
其他與交易相關的某些法律和其他費用 ⁽¹⁾	2,493	5,446	14,081
基於股份的薪酬⁽²⁾	52,303	30,021	18,508
調整後的EBITDA	66,749	38,438	25,841

與調整後EBITDA利潤率的對賬
淨銷售額	€ 687,781	766,003	840,852
調整後EBITDA利潤率	9.7%	5.0%	3.1%


(in數千歐元）	本財年結束
	2022年6月30日	2023年6月30日	2024年6月30日

營業收入（虧損）	2,864	(8,682)	(21,953)
其他與交易相關的某些法律和其他費用⁽¹⁾	2,493	5,446	14,081
基於股份的薪酬⁽²⁾	52,303	30,021	18,508
調整後的營業收入	57,659	26,785	10,636

與調整後營業利潤率的對賬
淨銷售額	€ 687,781	766,003	840,852
調整後的營業利潤率	8.4%	3.5%	1.3%

(1)	其他與交易相關的某些法律和其他費用指（i）與潛在交易相關的專業費用，包括諮詢和會計費用，（ii）在我們正常業務過程之外產生的某些法律和其他費用，以及（iii）與在德國萊比錫建立新的中央配送中心的費用有關的其他非經常性費用。

(2)	若干管理成員及監事會成員已獲授予股份薪酬，股份薪酬開支將於未來期間根據既定歸屬時間表予以確認。我們不認爲以股份爲基礎的薪酬支出能反映我們的核心經營業績。


(in數千歐元）	本財年結束
	2022年6月30日	2023年6月30日	2024年6月30日

淨虧損	(9,317)	(17,019)	(24,911)
其他與交易相關的某些法律和其他費用⁽¹⁾	2,493	5,446	14,081
基於股份的薪酬⁽²⁾	52,303	30,021	18,508
調整後淨收益	45,479	18,448	7,677

與調整後淨利潤率的對賬
淨銷售額	€ 687,781	766,003	840,852
調整後的淨收入差額	6.5%	2.3%	0.9%

(1)	其他與交易相關的某些法律和其他費用指（i）與潛在交易相關的專業費用，包括諮詢和會計費用，（ii）在我們正常業務過程之外產生的某些法律和其他費用，以及（iii）與在德國萊比錫建立新的中央配送中心的費用有關的其他非經常性費用。

目錄表

2024財年和2023財年合併現金流

下表顯示了截至2022年、2023年和2024年6月30日財年的合併現金流信息摘要：


	截至6月30日的年度，
(in數千歐元）	2022	2023	2024

合併現金流量數據表：
經營活動淨現金（流出）流入	54,799	(55,050)	10,015
投資活動的現金淨流出	(11,923)	(22,758)	(11,809)
融資活動淨現金（流出）流入	(6,054)	(5,442)	(13,277)

經營活動淨現金（流出）流入

截至2024年6月30日的財年，經營活動的淨現金流量增加了6510萬歐元，達到現金流入1000萬歐元，而截至2023年6月30日的財年現金流出爲5510萬歐元。營業現金流的增加是由於營運資金的改善，庫存水平的增幅較低，但部分被貿易應付賬款的增幅較低所抵消。

投資活動的現金淨流出

截至2023年6月30日和2024年6月30日的財年，投資活動的現金流出分別爲2280萬歐元和1180萬歐元。截至2024年6月30日的財年投資活動減少11億歐元，主要是由於德國萊比錫新配送中心的資本支出減少。

融資活動淨現金（流出）流入

截至2024年6月30日的財年，融資活動的現金淨流出爲1330萬歐元，而截至2023年6月30日的財年爲540萬歐元，主要是由於支付的利息增加了290萬歐元，租賃付款增加了390萬歐元。

C.研發、專利和許可證

MyTheresa Group不進行任何研發活動。目前也沒有這樣做的打算。

D.趨勢信息

除本年度報告其他地方披露的情況外，我們不知道自2024年6月30日以來有任何趨勢、不確定性、需求、承諾或事件合理可能對我們的收入、收入、盈利能力、流動性或資本資源產生重大不利影響，或者可能導致披露的財務信息不一定表明未來的經營業績或財務狀況。

E.關鍵會計估計數

更多詳情請參閱綜合財務報表附註5（「關鍵會計判斷以及關鍵估計和假設」）。

目錄表

項目6.董事、高級管理人員和僱員

A.董事和高級管理人員

下表列出了截至本年度報告日期我們管理委員會現任成員的姓名和職能、年齡和任期：


名字	國籍	性別	年齡	任期結束	位置
邁克爾·克里格	德語	男性	57	2024	首席執行官
馬丁·比爾博士	德語	男性	56	2024	首席財務官
塞巴斯蒂安·迪茨曼	德語	男性	50	2025	首席運營官
加雷斯·洛克	法語	雄鼠	49	2025	首席增長官

我們管理委員會成員的營業地址與我們的營業地址相同：德國阿斯海姆/慕尼黑愛因斯坦郵編：9,85609。

以下是本局管理委員會成員的營商經驗摘要：

邁克爾·克里格。自2020年9月以來，克里格先生一直擔任我們的首席執行官和管理委員會成員。自2015年3月以來，他一直擔任Mytheresa.com GmbH、Theresa Warenvertrieb GmbH和MGG的總裁兼首席執行官。2013年3月至2015年2月，他曾在eBay Enterprise擔任國際副總裁。此前，克里格曾在2010年9月至2012年12月期間擔任埃森哲的董事高管。在此之前，克里格先生於2007年9月至2010年9月在First Capital Partners GmbH擔任董事董事總經理。在此之前，克里格先生於2005年1月至2007年4月在REAL-SB-Warenhaus GmbH擔任Vertriebsgeschäftsführer。在此之前，Kriger先生於1992年2月至2004年12月在麥肯錫公司工作，最後擔任校長。克利格先生還在2017年3月至2022年10月期間擔任瓦洛拉股份公司董事會成員，並擔任提名和薪酬委員會主席。他擁有凱洛格管理學院的MBA學位和柏林理工大學的文憑。

馬丁·比爾博士說。自2020年9月以來，比爾博士一直擔任我們的首席財務官和管理委員會成員。在2019年加入Mytheresa之前，Martin Beer在快速增長的Digital Focus和B2C和B20億電子商務公司，即Rubix、SYNLAB、Weltbild和DBH擔任了14年的首席財務官和首席運營官。在此之前，他在麥肯錫公司工作了五年，是歐洲消費品領導團隊的一員。他擁有金融和企業家領導力碩士學位，並擁有歐洲商學院的博士學位。

塞巴斯蒂安·迪茲曼迪茲曼先生自2020年11月以來一直擔任首席運營官，並自2021年2月以來擔任我們的管理委員會成員。自2015年7月以來，他一直擔任Mytheresa.com GmbH、Theresa Warenvertrieb GmbH和Mytheresa Service GmbH的首席運營官兼董事董事總經理。他曾於2011年8月至2015年6月擔任董事高級副總裁兼eBay Enterprise電子商務服務國際主管。在此之前，他於2010年1月至2011年7月在大商所擔任董事業務高級管理人員。在此之前，他於2005年3月至2008年3月在Product+Concept GmbH擔任產品管理和分銷副總裁總裁。他擁有柏林經濟與法學院的Diplom-Kaufmann學位。

加雷斯·洛克。駱家輝先生自2020年11月以來一直擔任首席增長官，並自2021年2月以來擔任我們的管理委員會成員。駱家輝自2016年7月以來一直擔任mytheresa.com GmbH的首席增長官。2012年1月至2016年5月，他曾擔任Zooplus AG的營銷主管。駱家輝還擔任過Zooplus France SARL董事的董事總經理。在此之前，他在2010年4月至2011年12月期間擔任Aquarius Consulting GmbH的副合夥人。在此之前，他於2005年5月至2010年3月擔任Payback GmbH的企業發展經理，2003年1月至2005年5月擔任Ayming GmbH的項目經理，並於1999年9月至2002年11月擔任倫敦埃森哲的顧問。駱家輝先生擁有勃艮第商學院的商學研究生學位和利茲大學商學院的經濟學和金融學碩士學位。

2024財年我們管理委員會的變化

伊莎貝爾·梅自2021年2月以來一直擔任我們的首席客戶體驗官和管理委員會成員，於2024年3月辭去管理委員會成員一職。

目錄表

下表列出了現任監事會成員的姓名和職能、年齡、任期（於相關年度股東大會之日到期）以及在公司以外的主要職業：


名字	性別	年齡	任期屆滿	主要職業：
諾拉·奧弗雷特	女性	64	2025	新斯科舍銀行和克羅格公司董事
David B.卡普蘭	雄鼠	56	2024	Ares Management Corporation聯合創始人、董事、合夥人Ares Acquisition Corporation聯合董事長兼首席執行官、Cedars-Sinai醫療中心董事會主席、密歇根大學校長顧問小組成員
Marjorie Lao	女性	50	2024	Logitech SA、Monde Nissin UK Ltd和Sitecore Holding II A/S董事以及GoTo Gojek Tokopedia Group（印度尼西亞）委員會成員
切薩雷·魯傑羅	雄鼠	47	2024	CPPIb董事總經理、Informatica Inc.董事會成員和美國港口
蘇珊·蓋爾·賽德曼 *	女性	62	2024	Church & Dwight Co.董事，Inc.並擔任Endeavor.org顧問委員會成員
米凱拉·託德*	女性	54	2024	董事，羅伯特·沃爾特斯公司監事會成員。她自2022年11月起擔任Chiaro Technology Ltd的獨立董事會成員，並於2023年7月出任首席執行官
薩沙·扎赫德*	雄鼠	49	2024	董事，羅技董事會和審計委員會成員，法國法雷奧獨立董事會成員和戰略委員會成員。

*	《荷蘭公司治理準則》中的獨立董事

以下是我們監事會成員以往業務經驗的簡要總結：

諾拉·奧弗雷特。因此，Aufreiter女士被任命爲我們監事會的成員和主席，自2021年7月1日起生效。她目前在審計委員會和提名、治理和薪酬委員會任職。她曾在董事任職，現爲全球管理諮詢公司麥肯錫公司的高級合夥人。在她27年的麥肯錫職業生涯中，Aufreiter女士擔任過多個領導職務，包括麥肯錫多倫多辦事處董事董事總經理、北美零售業務負責人、數字和全方位渠道服務線負責人，以及麥肯錫全球人事委員會成員。她曾在美國、加拿大和國際上廣泛工作，爲主要零售商、金融機構和其他面向消費者的公司等面向消費者的行業的客戶提供服務。在加入麥肯錫之前，奧弗雷特曾在金融服務部門工作過三年，從事過企業融資和投資銀行業務。她是豐業銀行的董事會成員，薪酬委員會主席，以及風險委員會審議階段。她也是克羅格公司董事會成員，擔任該公司公共責任委員會主席和財務委員會成員。此外，奧弗雷特還是私人持股公司凱迪拉克美景地產信託公司的董事，該公司是安大略省教師養老金計劃的子公司。奧弗雷特女士也是多倫多聯合健康公司的董事會成員，也是加拿大安大略省倫敦市艾維商學院院長諮詢委員會的成員。Aufreiter女士擁有西安大略大學艾維商學院工商管理學士學位(榮譽)和哈佛商學院工商管理碩士學位。2018年6月，奧弗雷特女士在西安大略大學被授予榮譽法學博士學位。

目錄表

David·B·卡普蘭。據稱，卡普蘭是董事的聯合創始人和戰神管理公司的合夥人。他是阿瑞斯執行管理委員會的成員，並在多個阿瑞斯投資委員會任職，其中包括阿瑞斯企業機會和阿瑞斯特別機會投資委員會。此外，卡普蘭先生是戰神收購公司II的聯席主席兼首席執行官。卡普蘭先生於2003年從Shelter Capital Partners LLC加盟戰神公司，並於2000年6月至2003年4月在那裏擔任高級負責人。從1991年到2000年，卡普蘭先生是阿波羅管理公司及其附屬公司的高級合夥人。在加入阿波羅之前，卡普蘭先生是Donaldson，Lufkin&Jenrette證券公司投資銀行部的成員。卡普蘭先生目前是Mytheresa GmbH的母公司MYT荷蘭母公司的監事會成員。卡普蘭先生還擔任X-Energy反應堆公司的董事會成員，以及庫珀的鷹酒莊和餐廳母公司的董事會主席。卡普蘭先生以前的上市公司董事會經驗包括Floor&Decor Holdings，Inc.，Madenform Brands，Inc.，他曾在該公司擔任董事長，GNC控股公司，Dominick‘s Supermarket，Inc.，Stream Global Services，Inc.，Orchard Supply Hardware Stores Corporation，Smart&Final，Inc.和Allied Waste Industries Inc.。卡普蘭先生目前還擔任錫達斯-西奈醫學中心董事會主席和密歇根大學總裁顧問小組的成員。卡普蘭先生以優異的成績畢業於密歇根大學，獲得工商管理學士學位，主修金融專業。

Marjorie Lao*Marjorie lao(1974)於2020年11月獲委任爲本公司監事會成員，現任本公司監事會副主席及審計委員會主席。勞女士原爲樂高集團執行副總裁總裁兼首席財務官，於2017年2月至2020年3月擔任樂高集團首席財務官，並於2014年1月至2017年1月分別擔任高級副總裁-財務和高級副總裁-企業財務。在加入樂高集團之前，勞女士於2013年在Seadrill Limited擔任總裁副總裁。2006年至2010年，她擔任TANDBERG ASA的高級副總裁-財務和首席財務官，2006年擔任副總裁總裁-業務發展和併購。當TANDBERG被思科收購後，勞女士於2010年至2012年加入思科，擔任董事財務高級主管和董事戰略與商業分析高級主管。在此之前，她曾在麥肯錫公司和寶潔公司擔任亞洲財務和戰略管理職位。勞女士目前在羅技公司、Monde Nissin UK Ltd和Sitecore Holding II A/S的董事會以及後藤Gojek Tokopedia(印度尼西亞)的董事會任職。她也是哈佛商學院歐洲和全球顧問委員會的成員。勞女士出生於菲律賓，擁有菲律賓大學工商管理和會計學士學位，以及哈佛商學院工商管理碩士學位。1996年，她在菲律賓獲得註冊會計師資格。

塞薩爾·J·魯傑羅。魯傑羅先生自2020年9月以來一直擔任我們的監事會成員，目前在提名、治理和薪酬委員會任職。魯傑羅是CPP Investments董事的執行董事，領導投資組合價值創造小組。他與投資組合中的公司合作，涉及私募股權、基礎設施和可持續能源投資，以實現全部價值潛力。他在私募股權投資委員會任職。在2014年加入CPP Investments之前，Cesare在波士頓諮詢集團(BCG)工作，在那裏他爲公司提供業務戰略和運營改進方面的建議。在BCG之前，Cesare曾在凱捷(前身爲Cap Gemini Ernst&Young)擔任美國併購業務領域負責人，並共同領導全球併購業務。魯傑羅先生自2023年7月以來一直是Informatica Inc.董事會和提名與治理委員會的成員。他在美國港口公司董事會任職，並自2021年12月起擔任薪酬委員會和運營委員會成員。Cesare擁有榮譽勳章。擁有多倫多大學國際關係專業的優秀學士學位。

蘇珊·蓋爾·賽德曼。此外，Saideman女士於2020年11月被任命爲我們的監事會成員，目前在審計委員會任職，並擔任提名、治理和可持續發展委員會主席。Saideman女士是Porty Bay Limited的首席執行官和創始人，該公司提供諮詢和諮詢服務。此前，賽德曼女士於2013年11月至2016年11月和2019年1月至2019年8月在西雅圖擔任亞馬遜公司(電子商務)總經理，並於2016年11月至2018年12月在倫敦擔任亞馬遜時尚負責人。在加入亞馬遜之前，Saideman女士在瑪氏、Mikasa、Newell Rubbermaid和Campbell Soup擔任過一系列一般管理職務。在這些職位上，她工作過的渠道包括零售店、批發和電子商務，以及美國、加拿大、歐洲、中國、印度、日本和中東等地區。賽德曼的職業生涯始於大通曼哈頓銀行的金融部門，在貝恩公司擔任戰略顧問，之後加入百事公司，在百事可樂北美和肯德基擔任越來越重要的職位，獲得晉升。目前，Saideman女士自2019年6月以來一直是Church&Dwight的董事會成員，在那裏她還是審計和治理、提名和企業責任委員會的成員。她在Endeavor.org的顧問委員會任職。此前，她是PrePac製造和DevaCurl的董事會成員。她之前還擔任過第一華盛頓學院和哈維穆德學院的董事會成員。賽德曼女士擁有哈佛商學院的MBA學位和達特茅斯學院的學士學位。

目錄表

米凱拉·託德。此外，託德女士於2021年1月被任命爲我們的監事會成員，並自2022年9月起擔任薪酬委員會主席。託德此前曾擔任德國廣播公司ProSiebenSat1的聯席首席執行官。在此之前，她在高端電子公司戴森科技有限公司工作了14年。在戴森工作期間，她曾長期在東亞工作，並擔任大中國地區的總裁。託德也是全球招聘公司羅伯特沃爾特斯公司的董事會成員。她自2022年11月以來一直擔任Chiaro Technology Ltd的獨立董事會成員，並於2023年7月出任首席執行官。託德女士擁有奧地利維也納WirtschaftsUniversity的商業和經濟學碩士學位。

薩沙·扎赫德說。Zahnd先生於2020年12月被任命爲我們的監事會成員，並在我們的審計委員會任職。扎恩德先生曾在2016年至2019年擔任特斯拉全球供應鏈副總裁總裁，並於2019年至2020年底在汽車和清潔能源公司特斯拉公司擔任歐洲、中東和非洲地區副總裁總裁。在加入特斯拉之前，Zahnd先生在2010年至2016年期間擔任ETA S.A./斯沃琪集團供應與採購副總裁總裁，該公司是一家設計和製造手錶的公司。從2001年到2010年，扎恩德在家居領域的跨國集團宜家擔任過一系列管理職位。Zahnd先生是在瑞士證券交易所上市的瑞士上市公司羅技的董事會和審計委員會成員。他還擔任法雷奧的獨立董事會成員和戰略委員會成員，法雷奧是一家在巴黎泛歐交易所上市的歐洲公司，受法國和歐洲法律管轄。Zahnd先生是瑞士零售控股公司Valora Holding AG的前非執行主席和審計委員會成員。他還擔任過總裁以及數字瑞士委員會執行和指導委員會的成員，該委員會是一個由領先的公司、組織、學術界和政界組成的協會和基金會，目標是將瑞士打造爲領先的全球數字創新中心。

Zahnd先生擁有洛桑IMD商學院的EMBA學位和巴塞爾應用科學大學的工商管理學士學位。

監事會設立了三個委員會：審計委員會、薪酬委員會和提名、治理和可持續發展委員會。這些委員會協助監事會作出決策，並向全體監事會報告其調查結果，監事會對所有事項作出最終決定。他們的任務載於《監事會議事規則》，該規則可在MYT荷蘭的網站上查閱。

關於監事會和管理委員會的協議

本公司並無與任何大股東、客戶、供應商或其他人士訂立任何安排或諒解，以委任或推選本公司任何監事會或管理委員會成員。

我們監事會在2024財年的變化

在2014財年，監事會沒有變化。在任何時候，監事會的組成都能使成員能夠按照《荷蘭公司治理守則》2.1.7至2.1.9條規定的最佳做法相互批判和獨立行事。

監事會的活動和評價

監事會提供監督，評價進展和業績，維持健全和透明的制衡制度，並在適當時向管理委員會提出建議。它監督管理委員會爲制定適合MYT荷蘭的可持續性和ESG戰略而採取的步驟。重點是爲了公司所有利益相關者的最佳利益而創造長期可持續的價值。

在2024財年，監事會召開了五次會議。除三次會議外，所有會議的(虛擬)出席率均爲100%，兩次會議(虛擬)出席率爲85%。會議討論了財務和業務業績、治理和合規以及與業務有關的風險、內部審查報告更新和各委員會的報告等標準項目。即將到來的2024財年預算獲得批准。監事會討論了公司戰略，收到了物流基礎設施以及技術和網絡安全的最新情況。監事會於2024年2月在全天會議上討論了公司戰略，並於2024年2月批准了戰略計劃和戰略倡議。在2024財政年度，向監事會提交了兩次可持續性更新：一次是在2024年9月介紹2023財政年度的成就，並介紹ESG框架和ESG報告草稿的進展情況和下一步；第二次是在2024年2月介紹本財政年度頭幾個月的可持續性進展情況。

目錄表

監事會於2023年11月批准了高管激勵薪酬追回政策和公司多元化政策的更新版。2024年6月，監事會批准了2025財年的短期激勵計劃(STI)和2025-2027年的長期激勵計劃(LTI)。每次會議後，監事會都在管理層不在場的情況下開會。

審計委員會舉行了四次會議，所有會議的(虛擬)出席率都接近100%。會議討論了財務結果中期審查、會計、稅務、風險管理、法律和合規、數據保護和隱私、內部控制、財務和保險等常規項目。此外，還深入討論了MYT荷蘭公司內部控制框架和風險管理的設計和運作、集團風險管理政策、內部審計、網絡安全和數據保護。審計委員會建議重新委任畢馬威爲截至2026年(包括2026年)的財政年度的外聘核數師，並建議由畢馬威提供經批准的服務。外聘審計員出席了四次會議。審計委員會在管理層不在場的情況下與外聘審計員舉行了兩次會議。審計委員會在畢馬威出席的情況下討論了荷蘭2024財政年度法定賬目、外聘審計員的任命以及季度財務報表和收益公告。內部審計負責人可直接與審計委員會接觸，並定期向審計委員會報告內部審計部的活動。審計委員會在管理層不定期出席的情況下會見了內部審計負責人。審計委員會於2023年11月批准了2024財年的重點領域，並於2024年5月批准了2024財年的審計計劃。

薪酬委員會於2023年9月、10月和12月以及2024年2月和5月舉行會議。在這些會議上，薪酬委員會討論了短期和長期高管激勵計劃及其目標，審查了薪酬委員會的章程，並討論了管理委員會成員的薪酬。

提名、治理和可持續發展委員會於2023年9月以及2024年2月和5月舉行了會議。提名、治理和可持續發展委員會在其會議上討論了多樣性和包容性倡議以及多樣性政策的執行情況，審查了董事會的組成、管理委員會的繼任情況表，並審查了監事會的技能情況表。在這一年裏，委員會收到了關於首席執行幹事以下前三級管理層的詳細情況介紹。審查了ESG報告和提名、治理和可持續發展委員會章程。它提出了重新任命管理委員會和監事會成員的建議。

監事會認爲對董事會、委員會及其成員的評估是公司治理的一個重要方面。監事會對其自身、其委員會和個人成員以及管理委員會和個人成員的效力和業績進行年度評估。2024年5月，評估過程在內部進行，並得到公司秘書的支持。使用所有董事填寫的問卷，重點探討的領域包括：董事會組成和運作、接觸管理層和與管理層的關係、董事會專業知識和動態、人才和繼任規劃、監事會在戰略制定方面的主要監督領域、制定和監督公司的文化和價值觀、財務業績、市場發展、ESG主題、多樣性和包容性以及風險和治理。審查還包括各委員會的業績及其在實現目標和履行職權範圍方面的成效。提名、治理和可持續發展委員會討論了董事會評價的結果，隨後將其提交給監事會和管理委員會。評價結果證實，管理委員會、監事會和各委員會繼續有效運作，我們的所有董事繼續表現出對其作用的承諾。

根據《公司章程》，管理委員會全體成員和監事會全體成員將於2024年年度股東大會上因任期屆滿而退出董事會，並願意連任。根據對董事會、其委員會及其成員在2024年年度大會上尋求連任的年度評估結果，監事會接受了提名、治理和可持續發展委員會的建議，即在2024年年度大會上提議重新任命董事會的每一名成員。

根據《章程》，監事會在其主席或至少兩名監事會或管理委員會成員認爲必要的情況下舉行會議。我們的章程規定，如果監事會有權投票的成員至少有一半出席或派代表出席會議，則監事會成員的出席人數達到法定人數。

除非法律、本公司章程或本公司監事會議事規則另有要求，本公司監事會的決議均以投票的簡單多數通過。如果投票打成平手，該提案將被否決。

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B. Compensation

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 in the year ended June 30, 2024 was in total combined €17,481 thousand (previous year: €26,077 thousand). See note 27 in the Notes in the Consolidated Financial Statements for further details.

Our management board held the following shares and/or options (both vested and unvested) as of June 30, 2024:

Description of share-based compensation arrangements

In connection with the Initial Public Offering (“IPO”) of MYT Netherlands Parent B.V. in January 2021, we adopted the 2020 Plan (MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisory board members on January 20, 2021. Selected key management members were granted an IPO related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about a Long-Term Incentive Plan (LTI). As of July 1, 2021, 2022 and 2023 the LTI was granted to certain key management members consisting of restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July 1, 2023 certain stock options were granted to selected key management members. Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees. Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share.

IPO Related One-Time Award Package

Alignment Grant

Under this share-based payment program, the options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021). After vesting, each option grants the right to purchase one share at a predefined exercise price per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varying exercise prices. Overall, 5,033,988 options with a weighted average exercise price of USD 8.30 were granted to management board members.

In connection with a Rule 10b5-1 plan, established in December 2021, certain members of our Management Board exercised 186,073 (2022: 71,086) Options of the Company’s ADSs on the open market during the fiscal year ended June 30, 2023 at a weighted average exercise price per ADS of $5.79.

Restoration Grant

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

ii)

Annual Plans

As of July 1, 2022, 294,424 RSUs were granted to selected key management members. 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 grant date.

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Out of the granted RSUs, 103,048 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 191,376 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 June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.

The non-market performance RSUs will vest after 3 years on June 30, 2025 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 9.68 for the closing share price of the grant date.

As of July 1, 2023, 1,968,750 RSUs were granted to selected key management members. 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 grant date. As the LTI awarded on July 1, 2023 was subject to approval by the shareholders, the grant date was the date of the Annual General Meeting (AGM) when approval was obtained on November 8, 2023. Out of the granted RSUs, 1,063,125 RSUs; “time-vesting RSUs” will be subject to 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 June 30, 2024, June 30, 2025 and June 30, 2026, subject to continued service on such vesting dates.

The non-market performance RSUs will vest after 3 years on June 30, 2026 and contain a performance condition that will determine the number of shares awardable at 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 RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.41 for 1,968,750 RSUs, which was approved in the AGM on November 8, 2023.

1,868,195 stock options were granted to selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries 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 different tranches which have varying grant date fair value. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the date of the AGM when approval was obtained on November 8, 2023.

Additionally, On December 15, 2023 further 435,854 stock options were granted, with service commencement date July 1, 2023 on similar terms to same selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries 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 different tranches which have varying grant date fair value. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the time of communication on December 15, 2023 after approval of the AGM.

The following table summarizes the main features of 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

Service commencement date

July 1, 2021

July 1, 2022

July 1, 2023

Grant date

July 1, 2021

July 1, 2022

November 8, 2023

December 15, 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

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Supervisory Board Members

The amount of compensation, including benefits in kind, accrued or paid to our supervisory board members with respect to the year ended June 30, 2024 was in total combined €1,001 thousand (previous year: €773 thousand).

iii)

Annual Plans

Supervisory Board Members Plan

As of July 1, 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 removed from the supervisory board prior to the vesting date. The granted equity instruments vested on June 30, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date.

As of May 8, 2023, 67,264 RSUs were granted to four Supervisory Board Members. 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 grant date. The total number of RSU’s vested on May 8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 4.46, the closing share price of the grant date.

As of September 5, 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 grant date. The total number of RSU’s will vest on September 5, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.63, the closing share price of the grant date.

As of November 8, 2023, 149,147 RSUs were granted to five Supervisory Board Members. 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 grant date. The total number of RSU’s will vest on November 8, 2024. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.52, the closing share price of the day before the grant date.

The following table summarizes the main features of the annual plan:

Type of arrangement

Supervisory Board Members plan

Type of Award

Restricted Shares / Restricted Share Units

Date of first grant

January 20, 2021

July 1, 2021

February 9, 2022

July 1, 2022

May 8, 2023

September 5, 2023

November 8, 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 December 31, 2021.

The restricted shares vested in full on June 30, 2022.

The restricted shares vested in full on February 8, 2023.

The restricted shares vested in full on June 30, 2023

The restricted shares Units vested in full on May 8, 2024

The restricted shares Units are scheduled to vest in full on September 5, 2024

The restricted shares Units are scheduled to vest in full on November 8, 2024

MYT Netherlands Parent B.V. 2023 Omnibus Incentive Compensation Plan

In connection with the IPO we adopted the 2020 Plan, under which we granted equity-based awards in order to attract, motivate and retain employees and other service providers, 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 annual plan and selected employees. All equity instruments that were granted under the IPO related award package and the annual plan are accounted for as equity-settled plans in accordance with IFRS 2. At the annual general meeting held in November 2023, the general meeting of the company adopted an amended and restated incentive compensation plan, referred as the MYT Netherlands Parent B.V. 2023 Omnibus Incentive 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.

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Remuneration of the Members of Our Management Board

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

Each of the service agreements has an indefinite term, subject to earlier termination by either party with six months’ advance notice in writing to the other party at the end of any calendar month during which period the Management Board member may be placed on garden leave until the time of actual termination of service. The compensation provided to the Management Board member pursuant to these agreements has three primary elements: (i) base compensation, (ii) variable compensation, in the form of an annual bonus (“STI”) that may be earned based on the achievement of certain objectives mutually agreed between us and the Management Board member, and (iii) long term incentive compensation, in the form of equity or equity-based awards in respect of our ADSs (“LTI”), that may be granted to the Management Board member as determined in the discretion of the Supervisory Board and subject to the terms of our remuneration policy, as in effect from time to 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-competition covenant that applies during the twenty-four month period following a termination of the Management Board member’s service in consideration for the continued payment of the Management Board member’s half of monthly base compensation during such period. In addition, the service agreement includes a perpetual confidentiality covenant and invention assignment covenant.

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

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

Effective for 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 amounts as determined by the Supervisory Board. The Supervisory Board may also adopt new or different performance goals at the beginning of the financial year. The GMV and the adjusted EBITDA goals are set by the Supervisory Board at the beginning of such financial year based on the approved budget for such financial year.

LTI. The LTI 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 share units, that are subject to 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 into account market levels and company-specific circumstances.

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

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

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

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

Share option awards represent the right to purchase ADSs 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 not participate in the LTI award program may receive grants of time-vesting equity awards from time to time in the form of restricted share units that generally vest annually over three years.

Remuneration of Supervisory Board Members

All members of the Supervisory Board will be entitled to reimbursement for their expenses.

We will not pay fees for attendance at Supervisory Board meetings.

A member of the Supervisory Board who serves for only a portion of a given fiscal year or who holds the position of chairperson or vice-chairperson of the Supervisory Board, or chairperson of a Committee, for only a portion of a given fiscal year shall only be remunerated pro rata.

C. Board Practices

Foreign Private Issuer Exemption

In general, under Section 303A.11 of the NYSE Listed Company Manual, foreign private issuers such as us are permitted to follow home country corporate governance practices instead of certain provisions of the NYSE Listed Company Manual without having to seek individual exemptions from the NYSE. A foreign private issuer making its initial U.S. listing on the NYSE and following home country corporate governance practices in lieu of the corresponding corporate governance provisions of the NYSE Listed Company Manual must disclose in its registration statement or on its website any significant ways in which its corporate governance practices differ from those followed by U.S. companies under the NYSE Listed Company Manual. In addition, we also may qualify for certain exemptions under the NYSE Listed Company Manual as a foreign private issuer that may affect our corporate governance practices.

The significant differences between the corporate governance practices that we follow and those set forth in the NYSE Listed Company Manual are described in “Item 16.G Corporate Governance.”

Board Composition

MYT Netherlands has a two-tiered board structure consisting of the Management Board (bestuur) and the Supervisory Board (raad van commissarissen). Our Management Board and Supervisory Board are entirely separate corporate bodies, and, as a rule, no individual will simultaneously be a member of both boards.

Our Management Board is responsible for the day-to-day management of our business in accordance with applicable laws, our Articles of Association (statuten) and the Management Board’s internal rules of procedure (reglementen). Our Management Board represents us in our dealings with third parties. In fulfilling their duties, the members of the Management Board must act in the interest of MYT Netherlands and its related business.

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The Supervisory Board supervises the Management Board, of the Company, the Company’s general course of affairs, and its affiliated business. The Supervisory Board is accountable for these matters to the general meeting (algemene vergadering). 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 general meeting. Furthermore, prior approval of the Supervisory Board is required for certain significant matters that will be resolved upon by the Management Board. These are further set out in the rules of procedure for the Management Board (see below). In the fulfilment of their duty, the members of the Supervisory Board shall act in the interest of MYT Netherlands and its related business.

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

Supervisory Board

The Articles of Association and the rules of procedure for the Supervisory Board provide that the Supervisory Board must consist of a minimum of three members. The exact number of members of the Supervisory Board shall be determined by the Supervisory Board with due observance of the minimum set out in the Articles of Association. In accordance with Dutch law only natural persons may be appointed as members of the Supervisory Board. Our Supervisory Board currently consists of seven members.

So long as MYT Holding directly or indirectly owns 25% or more of the issued and 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 shorter than four years has been determined, his or her appointment period shall expire at the closing of the annual general meeting that will be held in the fourth calendar year after the year of his or her appointment. From and after the date MYT Holding directly or indirectly owns less than 25% of the issued and outstanding share capital of MYT Netherlands, MYT Netherlands will be required to file a declaration confirming such event with the Dutch Trade Register of the Chamber of Commerce and to publish a public announcement confirming such filing. Effective at the time of filing of such declaration, the terms of the members of the Supervisory Board then in office will automatically be reduced to expire at the closing of the next annual general meeting, and thereafter the term of all members of the Supervisory Board will expire each year at the closing of the annual general meeting.

Members of the Supervisory Board may be reappointed once more for another four-year period and then subsequently be reappointed again for a period of two years, which reappointment may be extended by at most two years. In the event of a reappointment after an eight-year period, reasons should be given in the report of the Supervisory Board, as included in the annual report of MYT Netherlands. With any appointment or reappointment, the profile as prepared by the Supervisory Board should be observed. The Supervisory Board will prepare a rotation schedule for the members of the Supervisory Board.

The general meeting appoints the members of the Supervisory Board. When a proposal for the appointment of a person as a member of the Supervisory Board is made, the following information must be stated: the age, the profession, the aggregate nominal value of the underlying shares held by such person and the positions held or previously held by such person, insofar as these are relevant for the performance of the duties of a supervisory director. Furthermore, the names of any legal entities of which the proposed person already is a supervisory director or non-executive director must be indicated. If those include legal entities that belong to the same group, a reference to that group is sufficient. The proposal must furthermore state the reasons on which such proposal is based.

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 with a simple majority of the votes cast. In addition, any member of our Supervisory Board may resign at any time by giving written notice of his or her resignation to the Company. The resignation or dismissal does not require cause.

Our Supervisory Board elects a chairperson and a vice-chairperson from its members. The vice-chairperson exercises the chairperson’s rights and obligations whenever the chairperson is unable to do so. Following our IPO on January 22, 2021, David Kaplan stepped down as interim Chairman of the Supervisory Board effective July 1, 2021. David Kaplan remains as member of the Supervisory Board. On June 30, 2021, Nora Aufreiter was appointed as member of the Supervisory Board and she was subsequently appointed as its Chairperson effective July 1, 2021. A vice-chairperson of the supervisory board was appointed in July 2021.

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Supervisory Board Committees

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


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 regarding the supervision of the integrity and quality of financial reporting and the effectiveness of the internal risk management and control systems of MYT Netherlands. As set forth in the Audit Committee charter included in the rules of 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;

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The following table provides a breakdown of our FTEs by department:


	As of	As of	As of
	June 30, 2022	June 30, 2023	June 30, 2024
Department:
Creative, Customer Experience and Public Relations	200.3	233.7	220.1
Performance Marketing, CRM and Business Development	68.8	79.3	72.8
Buying, Merchandising & Planning	89	108.4	120.7
Finance, Human Resources & Management	131.4	145.2	147.6
IT & Shop Management	96.7	131.4	122.1
Customer Service, Fulfillment & Logistics	573	694.6	1,096.7
Retail Stores	37.4	39.7	36.6
Total	1,196.7	1,432.2	1,816.6


	As of	As of	As of
	June 30, 2022	June 30, 2023	June 30, 2024
Geography:
Germany	1,074.8	1,245.8	1,617.7
Italy	23	32	32
United Kingdom	21	32.6	34.8
Spain	58.4	82.8	95
United States of America	19.5	26	26.2
China	—	12	10.9
Hong Kong	—	1	—
Total	1,196.7	1,432.3	1,816.6

E. Share Ownership

See “Item 7: Major shareholders and related party transactions - A. Major Shareholders,” and see “Item 6: Directors, senior management and employees - B. Compensation”.

F. Disclosure of a registrant’s action to recover erroneously awarded compensation

On August 13, 2024, we identified an error in our consolidated financial statements for fiscal years 2022 and 2023, which related to the measurement of the breakage amount related to vouchers issued to customers. See note 6 in the Notes in the Consolidated Financial Statements for further details. In accordance with the Company’s Executive Officer Incentive Compensation Recovery Policy, it was determined that the amount of incentive-based compensation received by managing directors on or after October 2, 2023, as determined pursuant to Section 303A.14 of the NYSE Listed Company Manual, did not exceed the amount of incentive-based compensation that otherwise would have been received had it been determined based on the revised amounts. Accordingly, no incentive compensation was erroneously awarded or subject to recovery.

Item 7: Major shareholders and related party transactions

A. Major Shareholders

The following table sets forth information relating to the beneficial ownership of our shares as of June 30, 2024, by:

●

each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding shares;

●

each member of our management board and our supervisory board; and

●

each member of our management board and our supervisory board as a group.

For further information regarding material transactions between us and principal shareholders, see “B. Related party transactions” below.

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The number of shares (or share capital) beneficially owned by each entity, person, management board member and supervisory board member is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power or from which the individual has the right to receive the economic benefit as well as any shares that the individual has the right to acquire within 60 days of June 30, 2024 through the exercise of any option, warrant or other right. Such shares are deemed outstanding for the purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all managing directors and supervisory board members as a group. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power and the right to receive the economic benefit with respect to shares held by that person.

The following table is presented as of June 30, 2024. See “Item 4: Information on the company - C. Organizational structure” for additional information regarding the corporate reorganization. Unless otherwise indicated below, the address for each beneficial owner listed is Einsteinring 9, 85609 Aschheim/Munich, Germany.


Name of Beneficial Owner	Number	Percentage
MYT Holding LLC	66,430,393	76.9%
Members of our Supervisory Board	42,371	*
David B. Kaplan	*	*
Marjorie Lao	*	*
Cesare Ruggiero	*	*
Susan Gail Saideman	*	*
Michaela Tod	*	*
Sascha Zahnd	*	*
Nora Aufreiter	*	*
Members of our Management Board	1,747,967	2.0%
Michael Kliger	1,228,974	1.4%
Dr. Martin Beer	*	*
Sebastian Dietzmann	*	*
Gareth Locke	*	*
All members of our Supervisory Board and Management Board as a group	1,790,338	2.1%

*	Indicates beneficial ownership of less than 1% of the total outstanding ADSs.

Change in Control Arrangements

Not applicable.

B. Related Party Transactions

Ordinary Course Transactions with Related Persons

As of June 30, 2024, Mytheresa Group had a receivable against MYT Ultimate Parent LLC, USA in an amount of €0.2 million. Further, Mytheresa Group had liabilities to MYT Ultimate Parent LLC, USA in an amount of €0.8 million. These balances resulted from various intercompany charges incurred before July 2020.

Agreements with Management and Supervisory Board Members

For a description of our agreements with members of our Management Board and Supervisory Board, please see the sections of this Annual Report captioned “Management-Remuneration of Supervisory Board Members” and “Management-Remuneration of the Members of Our Management Board.”

C. Interests of Experts and Counsel

Not applicable.

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The Dutch Central Bank (De Nederlandsche Bank N.V., “DNB”) may require any Netherlands resident company to comply with certain notification and registration requirements of DNB in connection with payments to be made or received by such company to or from non-residents of The Netherlands in accordance with the Reporting Instructions Balance of Payments Reports 2003 (Rapportagevoorschriften Betalingsbalansrapportages 2003) issued by DNB pursuant to the External Financial Relations Act 1994 (Wet Financiële Betrekkingen Buitenland 1994). Any Netherlands resident company will have to notify DNB in case it falls within the scope of the External Financial Relations Act 1994. Such notification to DNB may result in a request from DNB to such company to comply with the notification and registration requirements in the first sentence.

E.Taxation

The following summary contains a description of certain German, Dutch and U.S. federal income tax consequences of the acquisition, ownership and disposition of ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase ADSs. The summary is based upon the tax laws of the Federal Republic of Germany and regulations thereunder, the tax laws of the Netherlands and regulations thereunder and on the tax laws of the United States and regulations thereunder as of the date hereof, which are subject to change.

German Taxation

The following discussion addresses certain German tax consequences of acquiring, owning or disposing of the ADSs. With the exception of the subsection “German Taxation of Holders of ADSs—Taxation of Holders Tax Resident in Germany” below, which provides an overview of dividend taxation to holders that 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 tax laws, including, but not limited to, circulars issued by German tax authorities, which are not binding on the German courts, and the Treaty (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 agreement and any related agreement will be performed in accordance with its terms. It does not purport to be a comprehensive or exhaustive description of 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 section is not a substitute for tax advice. Holders of ADSs should consult their own tax advisors regarding the German tax consequences of the purchase, ownership, disposition, donation or inheritance of ADSs in light of their particular circumstances, including the effect of any state, local, or other foreign or domestic laws or changes in tax law or interpretation. The same applies with respect to the rules governing the refund of any German dividend withholding tax (Kapitalertragsteuer) withheld. Only an individual tax consultation can appropriately account for the particular tax situation of each investor.

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 German residents who work at the German offices of the company, all meetings of the Management Board are held in Germany, a majority of the other 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 Netherlands is tax resident in Germany and subject to German income taxes applicable to commercial corporate entities. Nevertheless, the effective place of management test depends upon facts and circumstances.

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German Taxation of Holders of ADSs

General

Based on the circular issued by the German Federal Ministry of Finance (BMF-Schreiben), dated May 24, 2013, reference number IV C 1-S2204/12/10003, as amended by the circular dated December 18, 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 interest in the underlying shares of MYT Netherlands and qualify as ADRs for the purpose of the ADR Tax Circular. If the ADSs qualify as ADRs under the ADR Tax Circular, dividends would accordingly be attributable to holders of the ADSs for German tax purposes, and not to the legal owner of the ADSs (i.e., the financial institution on behalf of which the ADSs are stored at depository for the ADS holders). Furthermore, holders of the ADSs should be treated as beneficial owners of the capital of MYT Netherlands with respect to capital gains (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 binding on German courts, including German tax courts, and it is unclear whether a German court would follow the ADR Tax Circular in determining the German tax treatment of the ADSs.

Under a newly introduced German law (section 45b para. 9 of the German Income Tax Code (Einkommensteuergesetz)), German domestic listed companies in the future are obliged to collect information about the identity of their shareholders (in accordance with section 67d German Stock Corporation Act (Aktiengesetz)) at the time of a resolution about a profit distribution. This information must be electronically forwarded to the German Federal Central Tax Office (Bundeszentralamt für Steuern). The new rule shall be applicable from 1 January 2025. As this law is newly introduced and there is not yet any guidance by the German tax authorities available regarding its implementation, it cannot be finally assessed whether the new law would apply with respect to the holders of the ADSs of MYT Netherlands.

Taxation of Holders Not Tax Resident in Germany

The following discussion describes the material German tax consequences for a holder that is a U.S. treaty beneficiary of acquiring, owning and disposing of the ADSs. For purposes of this discussion, a “U.S. treaty beneficiary” is a resident of the United States for purposes of the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes as of June 4, 2008 (Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzung auf 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 entitled to 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;

●

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 rules apply to pension funds and certain other tax-exempt investors.

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

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General Rules for the Taxation of Holders Not Tax Resident in Germany

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

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

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

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

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

German statutory law requires the disbursing agent to levy withholding tax on capital gains from the sale of ADSs or other securities held in a custodial account in Germany. With regard 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 the ADSs in custody or administers the ADSs for the investor or conducts sales or other dispositions and disburses or credits the income from the ADSs to the holder of the ADSs. The German statutory law does not explicitly condition the obligation to withhold taxes on capital gains being subject to taxation in Germany under German statutory law or on an applicable income tax treaty permitting Germany to tax such capital gains.

However, a circular issued by the German Federal Ministry of Finance, dated January 18, 2016 (as amended), reference number IV C 1-S2252/08/10004 :017, provides that taxes need not be withheld when the holder of the custody account is not a resident of Germany for tax purposes and the income is not subject to German 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 on the German tax authorities but not on the German courts, in practice, the disbursing agents nevertheless typically rely on guidance contained in such circulars. Therefore, a disbursing agent would only withhold tax at 26.375% on capital gains derived by a U.S. treaty beneficiary from the sale of ADSs held in a custodial account in Germany in the event that the disbursing agent did not follow the abovementioned guidance. In this case, the U.S. treaty beneficiary may be entitled to claim a refund of the withholding tax from the German tax authorities under the Treaty, as described below in the section “—Withholding Tax Refund for U.S. Treaty Beneficiaries.”

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Withholding Tax Refund for U.S. Treaty Beneficiaries

U.S. treaty beneficiaries are generally eligible for 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% German withholding tax (including solidarity surcharge) on dividends that exceeds the applicable Treaty rate. Under German law, a refund of withholding tax is in certain cases of dividend income only possible if pursuant to special rules on the restriction of withholding tax credit, the following three cumulative requirements are met: (i) the shareholder must qualify as beneficial owner of the ADSs for an uninterrupted minimum holding period of 45 days within a period starting 45 days prior to and ending 45 days after the due date of the dividends, (ii) the shareholder has to bear at least 70% of the change in value risk related to the ADSs during the minimum holding period as described under (i) of this paragraph and has not entered into (acting by itself or through a related party) hedging transactions which lower the change in value risk by more than 30%, and (iii) the shareholder must not be obliged to fully or largely compensate directly or indirectly the dividends to third parties. If these requirements are not met, then for a shareholder not 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 a tax rate of 15% based on the gross amount of the dividends and (ii) the shareholder does not directly own 10% or more in the shares of MYT Netherlands and is subject to income taxes in its state of residence, without being tax-exempt. The restriction does also not apply to a shareholder that has been the beneficial owner of the ADSs in MYT Netherlands for at least one uninterrupted year upon receipt of the dividends. In addition to the aforementioned restrictions, in particular, pursuant to a decree published by the German Federal Ministry of Finance dated July 9, 2021 (BMF, Schreiben vom 9.7.2021—IV C 1-S 2252/19/10035:014, 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 German anti-avoidance treaty shopping rule, which was revised as of June 2, 2021 by the Act for the Modernisation of the Relief of Withholding Taxes and of the Certificate for Capital Withholding Taxes (Gesetz zur Modernisierung der Entlastung von Abzugssteuern und der Bescheinigung der 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 be entitled to such claim, if they had directly received the (dividend) income, and (ii) to the extent the source of income, here the shares in the dividend paying entity, has no substantial connection with an economic activity of the foreign company, the association of persons or asset pool. For purposes of this rule, the generation of the respective income, its transfer to the beneficiaries, as well as any activity, that is carried out with a business operation that is not appropriately set up for the business purpose, is not deemed to be an economic activity. As back-exemption to the test under (i) and (ii), the refund will be granted to the extent the non-German resident company, association of persons or an asset pool can prove that the main purpose of its interposition was not to obtain a tax benefit, 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 rule applies, has to be analyzed on a case by case basis taking into account all relevant tests. In addition, the interpretation of these Germany anti-avoidance treaty shopping rules are subject to ongoing discussions and especially for the new rules described above, to date there are no published decisions of the German Federal Finance Court.

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

Claims for refunds may be made on a separate form, 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). As of 2025 refund applications can only be submitted electronically in accordance with an officially prescribed data set via an official interface, unless the German Federal Central Tax Office has specifically agreed otherwise due to a case of hardship. The refund claim becomes time-barred after four years following the calendar year in which the dividend or capital gain is received unless the commencement starts later, the period is interrupted or suspended. As described above, an investor must submit to the German tax authorities the original withholding tax certificate (or a certified copy thereof) issued by the Paying Agent and documenting the tax withheld. Furthermore, an official certification of tax residency must be submitted.

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Taxation of Holders Tax Resident in Germany

This subsection provides an overview of dividend and capital gains taxation with regard to the general principles applicable to MYT Netherlands’ holders that are tax resident in Germany. A holder is a German tax resident if, in case of an individual, he or she maintains a domicile (Wohnsitz) or a usual residence (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 taxation rules applicable 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)

If the ADSs are held as private assets by a German tax resident, dividends (to the extent such dividends are not sourced out of a tax recognized contribution account) and capital gains are taxed as investment income and are principally subject to 25% German flat income tax on capital income (Abgeltungsteuer) (plus a 5.5% solidarity surcharge thereon, resulting in an aggregate rate of 26.375%), which is levied in the form of withholding tax (Kapitalertragsteuer). In other words, once deducted, the shareholder’s income tax liability on the dividends will be settled (mit abgeltender Wirkung). The withholding tax is withheld and remitted to the German tax authorities by MYT Netherlands in case of dividends and by the disbursing agent in case of capital gains. If the withholding tax has not been levied, such as in the case of capital gains from ADSs kept in custody abroad, the individual holder must include relevant income 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, church tax, if applicable, thereon).

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

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

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 Federal Central Tax Office. Where church tax is not levied by way of withholding, it is determined by means of income tax assessment and the individual holder must include relevant income derived from the ADSs in his or her tax return.

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ADSs as Business Assets (Betriebsvermögen)

In case the ADSs are held as business assets, the taxation depends on the legal form of the holder (i.e., whether the holder is a corporation or an individual). Irrespective of the legal form of the holder, dividends (to the extent such dividends are not sourced out of a tax recognized contribution account) and capital gains are subject to the aggregate withholding tax rate of 26.375%. The withholding tax is withheld and remitted to the German tax authorities by MYT Netherlands in case of dividends and by the disbursing agent in case of capital gains. The disbursing agent will not levy the withholding tax on capital gains, provided that (i) the ADS holder is a corporation, association of persons or estate with a tax domicile in Germany, or (ii) the ADSs belong to the domestic business assets of an ADS holder, and the ADS holder declares so to the disbursing agent using the designated official form and certain other requirements are met. The withholding tax is credited against the respective holder’s income tax liability, provided that in certain cases of dividend income pursuant to special rules on the restriction of withholding tax credit, the following three cumulative requirements are met: (i) the shareholder must qualify as beneficial owner of the ADSs for an uninterrupted minimum holding period of 45 days occurring within a period starting 45 days prior to and ending 45 days after the due date of the dividends, (ii) the shareholder has to bear at least 70% of the change in value risk related to the ADSs during the minimum holding period as described under (i) of this paragraph and has not entered into (acting by itself or through a related party) hedging transactions which lower the change in value risk for more than 30%, and (iii) the shareholder must not be obliged to fully or largely compensate directly or indirectly the dividends to third parties. If these requirements are not met, three-fifths of the withholding tax imposed on the dividends must not be credited against the shareholder’s (corporate) income tax liability, but may, upon application, be deducted from the shareholder’s tax base for the relevant tax assessment period. A shareholder that is generally subject to German income tax or corporate income tax and that has received gross dividends without any deduction of withholding tax or that has received a withholding tax refund, in particular due to a tax exemption, without qualifying for a full tax credit under the aforementioned requirements has to notify the competent local tax office accordingly and has to make a payment in the amount of 15% of the dividend. The special rules on the restriction of withholding tax credit do not apply to a shareholder whose overall dividend earnings within an assessment period do not exceed €20,000 or that has been the beneficial owner of the ADSs in MYT Netherlands for at least one uninterrupted year upon receipt of the dividends. In addition to the aforementioned restrictions, in particular, pursuant to a decree published by the German Federal Ministry of Finance dated July 9, 2021 (BMF, Schreiben vom 9.7.2021—IV C 1-S 2252/19/10035:014, DOK 2021/0726914), as amended, the withholding tax credit may also be denied as an anti-abuse measure.

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

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

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

However, the amount of any dividends after deducting business 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 of 95% of the dividend income also applies for trade tax purposes. Losses from the sale of ADSs are generally not tax deductible for corporate income tax and trade tax purposes.

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

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If a shareholder is a partnership, the personal income tax or corporate income tax, as the case may be, and the solidarity surcharge are levied at the level of each partner rather than at 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 business assets of a domestic permanent establishment of an actual or presumed commercial partnership, the full amount of dividend income is generally also subject to trade tax at the level of the partnership. In the case of partners who are individuals, the trade tax that the partnership pays on the relevant partner’s portion of the partnership’s income is generally credited as a lump sum—fully or in part against the individual’s personal income tax liability, depending on the tax rate imposed by the local municipality and certain individual tax-relevant circumstances of such shareholder. If the partnership held at least 15% of the Company’s registered share capital at the beginning of the relevant tax assessment period, the dividends (after deduction of business expenses economically related thereto) should generally not be subject to trade tax. In this case, trade tax should, however, be levied on 5% of the dividends to the extent they are attributable to the profit share of such corporate partners to whom at least 10% of the shares in the Company are attributable on a look-through basis, since this portion of the dividends should be deemed to be non-deductible business expenses. The remaining portion of 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 participations are attributable) should not be subject to trade tax. Capital gains from the ADSs are subject to trade tax at the level of the partnership generally, (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

The solidarity 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 or interest. In case the individual income tax burden for an individual holder is lower than 25%, the holder may apply for his/her capital investment income to be assessed at his/her personal income tax rate, in which case solidarity surcharge could be refunded.

German Inheritance and Gift Tax (Erbschaft- und Schenkungsteuer)

The transfer of ADSs to another person by inheritance or 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 consecutive years 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 rules apply 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.

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

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Other Taxes

No German transfer tax, value-added tax, stamp duty or similar taxes are assessed on the purchase, sale or other transfer of ADSs. Provided that certain requirements are met, an entrepreneur may, 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 financial transaction tax (Finanztransaktionssteuer) which, if and when introduced, may also be applicable on sales and/or transfer of ADSs.

Netherlands Tax Considerations

General

The following is a summary of material Netherlands tax consequences of the acquisition, ownership and disposal of our ADSs. This summary does not purport to describe all possible tax considerations or consequences that may be relevant to all categories of investors, some of which may be subject to special treatment under applicable law (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 advisors with regard to the tax consequences of investing in the ADSs in their particular circumstances. The discussion below is included for general information purposes only. In general, for Dutch tax purposes, beneficial owners of ADSs should be treated as the beneficial owners of the capital of MYT Netherlands represented by such ADSs.

Please note that this summary does not describe the 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 inkomstenbelasting 2001). 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 vennootschapsbelasting 1969). 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 only addresses Netherlands national tax legislation and published regulations, whereby the Netherlands and Netherlands law means the part of the Kingdom of the Netherlands located in Europe and its law respectively, as in effect on the date hereof and as interpreted in published case law until this date as available in printed form, without prejudice to any amendment introduced (or to become effective) at a later date and/or implemented with or without retroactive effect. The applicable tax laws or interpretations thereof may change, or the relevant facts and circumstances may change, and such changes may affect the contents of this section, which will not be updated to reflect any such changes.

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Dividend withholding tax

MYT Netherlands is required to withhold Dutch dividend 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 effective management in Germany, and not in the Netherlands, under the Convention between Germany and the Netherlands for the avoidance of double taxation with respect to taxes on income of 2012, MYT Netherlands should be considered to be exclusively tax resident in Germany and should not be required to withhold Dutch dividend withholding tax. The exemption from Dutch dividend withholding tax under the Convention does not apply to dividends distributed to a holder who is resident or deemed to be resident in the Netherlands for Dutch income tax purposes or Dutch corporate income tax purposes or to holders of ADSs that neither resident nor deemed to be resident of the Netherlands if the ADSs are attributable to a Netherlands permanent establishment of such non-resident holder. The application of the Convention will change once the Protocol to amend the Convention dated March 24, 2021 enters into effect and becomes applicable. The Protocol to amend the Convention dated 24 March 2021 will enter into effect on 1 January 2023. For MYT Netherlands, the Protocol to amend the Convention dated 24 March 2021 will for the Netherlands apply for the fiscal year starting on 1 July 2023, i.e., the first fiscal year following 1 January 2023. Following this change, the Dutch tax authorities could take the position that the exemption from Dutch dividend withholding tax for non-Dutch resident ADS holders under the Convention should be denied pursuant to the principal purpose test of the Protocol to amend the Convention. MYT Netherlands believes that it has strong arguments that the benefits of 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, if it is challenged.

Dividends distributed by MYT Netherlands to individuals and corporate legal entities who are resident or deemed to be resident in the Netherlands for Netherlands tax purposes (“Netherlands Resident Individuals” and “Netherlands Resident Entities” as the case may be) or to holders of ADSs that are neither resident nor deemed to be resident of the Netherlands if the ADSs are attributable to a Netherlands permanent establishment of such non-resident holder 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 Netherlands Resident 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 attributable to a Netherlands permanent establishment of such non-resident holder.

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

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Tax Status of MYT Netherlands for U.S. Federal Tax Purposes

Under Section 7874, a corporation created or organized outside the U.S. (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal tax purposes if (i) the foreign corporation directly or indirectly acquires substantially all of the properties held directly or indirectly by a U.S. corporation (the “Substantially All Test”), (ii) the former shareholders of the U.S. corporation from which the assets are acquired hold at least 80% (by either vote or value) of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. corporation from which the assets are acquired (the “Ownership Test”), and (iii) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of organization or incorporation relative to such expanded affiliated group’s worldwide activities. If all of the aforementioned requirements are not satisfied, but would be satisfied if 80% was substituted for 60% in the Ownership Test, the foreign corporation is respected as a foreign corporation for U.S. federal tax purposes but limitations under Section 7874 can apply (the “Additional Limitations”).

In July 2019, MYT Netherlands was a party to an internal “foreign-to-foreign” Section 368(a)(1)(F) reorganization (the “F Reorganization”), and notwithstanding the fact that its operating assets were both non-U.S. and already owned through a foreign corporation prior to the F Reorganization, 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. corporation for U.S. tax purposes under Section 7874 (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 Section 7874 are complex and unclear in many regards, and there is limited guidance regarding the application of Section 7874. Moreover, the IRS could assert that subsequent transactions that resulted in ownership changes should be considered part of the F Reorganization and that Section 7874 applies to the combined transactions. Accordingly, there can be no assurance that the IRS will not challenge its status as a foreign corporation or that such challenge would not be sustained by a court. If the IRS were to successfully challenge such status under Section 7874, MYT Netherlands and its affiliates could be subject to substantial additional U.S. federal income tax liability, and the U.S. federal tax consequences to the holders of the ADSs would be materially different than set forth herein. The remainder of this discussion assumes that MYT Netherlands will be respected as a foreign corporation for U.S. federal tax purposes under Section 7874.

Dividends and Other Distributions on ADSs

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” under the U.S. federal income tax laws, if you are a U.S. holder, the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), other than certain pro-rata distributions of ADSs, will be treated as a dividend that is subject to U.S. federal income taxation. Distributions in 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 the ADSs (see “—Sale or Other Taxable Disposition of ADSs” below). MYT Netherlands may not maintain calculations of its earnings and profits under U.S. federal income tax principles and, in such case, a U.S. Holder should expect that any distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. The depositary will be in constructive receipt of the dividend when the dividend is made unqualifiedly subject to the demand of the depositary. Dividends generally will not be eligible for the “dividends received deduction” allowed to U.S. corporations with respect to dividends received from other corporations.

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Dividends received by noncorporate U.S. holders (including individuals) generally will be “qualified dividend income,” which is taxed at the lower rates applicable to long term 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 certain holding period requirements, and (4) the U.S. holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. MYT Netherlands has listed its ADSs on the NYSE and anticipates that such ADSs will be readily tradeable on such established securities market. MYT Netherlands also anticipates that it will be eligible for the benefits of the Treaty. Accordingly, subject to the PFIC discussion below, MYT Netherlands generally expects that dividends it would pay will constitute qualified dividend income, provided that the U.S. holder satisfies the other requirements for such treatment set forth above. U.S. holders should consult their tax advisors regarding the availability of the preferential rate for qualified dividend income on dividends paid with 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 the spot rate of exchange on the date such distribution is includible in the U.S. holder’s income, regardless of whether the payment is 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. Dollar fair market value of such property on the date of distribution.

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

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

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Sale or Other Taxable Disposition of ADSs

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” if you are a U.S. holder and you sell or otherwise dispose of your ADSs, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. Dollar amount that you realize and your 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. Any such 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 exceeds one year. Generally, for U.S. holders who are individuals (as well as certain trusts and estates), long-term capital gains are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to significant limitations. Any such gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.

Passive Foreign Investment Company Rules

MYT Netherlands will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either: (1) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (2) at least 50% of the value of its 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 or exchange of property that gives rise to passive income. In determining whether MYT Netherlands is a PFIC, it will be treated as owning its 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.

Under the PFIC rules, if MYT Netherlands were considered a PFIC at any time that a U.S. holder holds ADSs, MYT Netherlands would continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds ADSs unless (1) MYT Netherlands ceases to be a PFIC and (2) the U.S. holder has made a mark-to-market election under the PFIC rules, the U.S. holder has made a QEF Election (as discussed below) for the first taxable year of 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 later taxable year and has also made a “purging” election to recognize gain (which will be taxed under the rules applicable to “excess distributions” described below) as if the ADSs were sold for their fair market value on the day the QEF Election is 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 a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the determination of PFIC status 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 item of income that it earns, and is subject to uncertainty in several respects. Therefore, there can be no assurance that MYT Netherlands will 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 contrary position.

If MYT Netherlands were considered a PFIC at any 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 amount of any “excess distribution” (defined below) received by the U.S. holder, would be allocated ratably over the U.S. holder’s holding 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 allocated to 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 purposes of these rules, “excess distributions” for a taxable year are the amount by which any distributions received by a U.S. holder on ADSs in that taxable year exceeds 125% of the average of the annual distributions on the ADSs received during the preceding three-years or the U.S. holder’s holding period, whichever is shorter.

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A U.S. holder can avoid certain of the adverse rules described 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 meaning of applicable U.S. Treasury regulations. MYT Netherlands believes that the ADSs are generally “regularly traded” on a “qualified exchange” for this purpose and therefore, in any year in which the ADSs are regularly traded, the mark-to-market election may be available to a holder of ADSs if MYT Netherlands becomes a PFIC. If a U.S. holder makes the mark-to-market election, it generally will recognize as ordinary income any excess of the fair market value of the ADSs at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSs over their fair market value at 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-market election). If a U.S. holder makes the election, the holder’s tax basis in the ADSs will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of ADSs in a year when MYT Netherlands is a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election).

In addition, a U.S. holder that owns stock in a PFIC for U.S. federal income tax purposes will not be subject to the foregoing rules if the U.S. holder makes a “qualified electing fund” election (a “QEF Election”) for the first taxable year of the U.S. holder’s holding period during which 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 on its pro rata 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 that it 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.

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 the prior 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 annual information reporting requirements.

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

U.S. Information Reporting and Backup Withholding

Dividend payments with respect to ADSs and proceeds from the sale, exchange or redemption of ADSs may be subject to information reporting to the IRS and U.S. backup withholding. Backup withholding will not apply, however, to a U.S. holder who furnishes a correct taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. U.S. holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-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 rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

Information With Respect to Foreign Financial Assets

Certain U.S. holders treated as individuals may be required to report information relating to an interest in ADSs, subject to certain exceptions (including an exception for ADSs held in 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 of ADSs.

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

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Part II

Item 13. Defaults, Dividend Arrearages and Delinquencies

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and Procedures

A. Disclosure controls and procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design of our controls and procedures as of June 30, 2024. Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2024, the design of our disclosure controls and procedures were not effective to accomplish their objectives due to the existence of a material weakness in the Company’s internal control over financial reporting described below.

B. Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has reviewed its assessment with the Audit Committee. Based on this evaluation, management has concluded that, as of June 30, 2024, the Company did not have an effective risk assessment process to identify and assess the financial reporting risks caused by changes in the business operations, including the related implications to make necessary changes to its financial reporting processes and related internal 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 implementing specific controls over the monitoring of changes in business operations, in order to identify and assess the need to make changes to the existing system of internal controls, and implement those changes accordingly.

The effectiveness of any system of internal control over 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 internal control over financial reporting can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

C. Attestation report of the registered public accounting firm

Not applicable.

D. Changes in internal control over financial reporting

Not applicable

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Item 16A. Audit Committee Financial Expert

Our Supervisory Board has determined that all members of the Audit Committee qualify as “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act and the NYSE Listed Company Manual and that Ms. Lao is considered an “audit committee financial expert” as that term is defined by the SEC and a “financial expert” as that term is defined in the Dutch Corporate Governance Code.

Item 16B. Code of Ethics

The Board has adopted a Code of Conduct that applies to all of our directors and employees, including our executive officers and is intended to meet the definition of “code of ethics” under Item 16B. of Form 20-F. A copy of the Code of Conduct is available on our website at investors.mytheresa.com. We intend to disclose on our website any amendments to or waivers of the Code of Conduct.

Item 16C. Principal Accountant Fees and Services

KPMG AG Wirtschaftsprüfungsgesellschaft (“KPMG”) have acted as our principal accountants for the years ended June 31, 2023 and 2023. The following table summarizes the charge for professional fees rendered in those periods:


	Year ended June 30,
	2023	2024
	€ thousands	€ thousands

Audit Fees	961	1,037
	961	1,037

“Audit Fees” are the aggregate fees earned by KPMG for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements and comfort letters.

The Company’s audit committee approves all 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 by the Chair of the audit committee in advance to ensure that such engagements do not impair the independence of our independent registered public accounting firm. All audit-related service fees were approved by the Audit Committee.

Item 16D. Exemptions from the Listing Standards for Audit Committees

None.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable.

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Item 16G. Corporate Governance

The significant differences between the corporate governance practices that we follow and those set forth in the NYSE Listed Company Manual are described below:

●

Section 303A.01 of the NYSE Listed Company Manual requires listed companies to have a majority of independent directors as defined by the NYSE Listed Company Manual. Under the Dutch Corporate Governance Code, in order to safeguard its independence, the Supervisory Board should be composed in accordance with the following criteria:

◾

any one of the criteria referred to in best practice provision 2.1.8, sections i. to v., inclusive, of the Dutch Corporate Governance Code should be applicable to at most one supervisory board member;

◾

the total number of supervisory board members to whom the criteria referred to in best practice provision 2.1.8 of the Dutch Corporate Governance Code are applicable should account for less than half of the total number of supervisory board members; and

◾

for each shareholder, or group of affiliated shareholders, who directly or indirectly hold more than ten percent of the shares in the company, there is at most one supervisory board member who can be considered to be affiliated with or representing them as stipulated in best practice provision 2.1.8, sections vi. and vii of the Dutch Corporate Governance Code.

●

Section 303A.09 of the NYSE Listed Company Manual requires all listed companies to adopt and disclose corporate governance guidelines. Under the laws of the Netherlands, companies should follow the Dutch Corporate Governance Code. We have not adopted corporate governance guidelines or disclosed them on our investor relations website and instead have elected to follow the Dutch Corporate Governance Code best practices except as described below.

Corporate Governance Compliance

The Company acknowledges the importance of good corporate governance and seeks to consistently enhance and improve corporate governance performance, emphasizing transparency and a sustainable culture of long-term value creation. MYT Netherlands has implemented standards of corporate governance and disclosure policies applicable to companies listed on the stock exchange in New York. The Management Board and the Supervisory Board support the principles and provisions of corporate governance contained the Dutch Corporate Governance Code 2023 (the Dutch Code), with due regard for the recommendations of the Monitoring Committee in its annual reports and subject to certain exceptions as explained below. The Dutch Code contains principles and best practice provisions that regulate relations between the Management Board, the Supervisory Board and the general meeting. Dutch companies whose shares are listed on a government-recognized stock exchange, such as the NYSE, are required under Dutch law to disclose in their statutory annual reports, filed in the Netherlands whether or not they apply the provisions of the Dutch Code and, in the event that they do not apply a certain provision, to explain the reasons why they have chosen to deviate from such provisions (for example, because of a conflicting NYSE requirement). The Company does not comply with all best practices of the Dutch Code in order to follow market governance practices pursuant to the NYSE and US securities laws for companies listed in the United States.

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

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

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

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

As MYT Netherlands qualifies as an emerging growth company as defined in Section 2(a)(19) of the US Securities Act, it is permitted to choose to follow disclosure requirements that are scaled for newly public companies under Sarbanes-Oxley Act Section 404(b).

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

Two out of the seven Supervisory Board members at the end of the financial year, being Mr. Ruggiero (CPPIB) and Mr. Kaplan (Ares) are not considered independent in accordance with the Dutch Corporate Governance Code as they are representatives of CPPIB and Ares being respective shareholders of MYT Holding. Messrs. Ruggiero and Kaplan are considered independent for NYSE and SEC purposes. As is customary for companies listed on the NYSE, the Company believes that having these directors on the Supervisory Board would better align their interests with those of the shareholders and provide the benefit of the expertise and historical experience with the Company’s business to the other members of the Supervisory Board.

Best practice provision 2.3.11 Report of the supervisory board

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

Best practice provision 2.3.4 of the Dutch Code: Composition of the Committees

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

The Audit Committee consists of four supervisory directors who are all considered to be independent under the Dutch Code since Ms. Saideman stood down as member of the Board of MYT Holding in November 2023. Ms. Saideman is considered to be independent under the SEC and NYSE rules for service on the Audit Committee. The Supervisory Board deemed Ms. Saideman as most suitable for her role in the Audit Committee given her professional experience supervising auditing and financial reporting matters.

Best practice provision 3.3.2: Remuneration of the Supervisory Board members

As the Company is listed on the NYSE, the Company also follows certain common U.S. governance practices, among others the customary practice of global companies listed on NYSE to remunerate Supervisory 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 members of the Supervisory Board. The restricted share awards are intended to align the interests of the members of the Supervisory Board with those of the public shareholders.

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Risk Management and Strategy

The Mytheresa Group’s internal audit function, with primary oversight by the Audit Committee, assesses key risks facing the organization across functions and regions. The Management Board is tasked with ensuring risks, including those related to cybersecurity, are properly managed or mitigated and aligning strategic objectives with an appropriate level of risk tolerance. The Chief Technology Officer (CTO) as part of the Cybersecurity Steering Committee, and the Company´s internal Incident Response Team (IRT) operationalize the cyber risk management requirements across the Company and conduct cyber risk identification, assessment, management, monitoring, tracking, and reporting. The Cybersecurity Steering Committee is comprised of the Company´s Chief Operating Officer (COO), CTO, Head of Infrastructure and Security, Director of Engineering, Teamlead Site Reliability Engineering and the IT Senior Security Manager. The IRT is comprised of the IT Services, Compliance, Legal, IT Infrastructure & Security (led by the Company´s Senior IT Security Manager) and Finance department. The Cyber Risk Management, Strategy Governance, and Incident Disclosure Policy provides the governance and framework for the Company´s risk management.

The privacy/data protection is built upon the privacy principles of transparency, purpose, control, security, embedded privacy, and accountability, which are set out in Mytheresa Group Privacy Policy. The Compliance Officer as well as the external Data Protection Officer are responsible for identifying, mitigating or managing, and reporting on data protection risks. The Mytheresa Group is leveraging the National Institute of Standards and Technology (NIST) frameworks for cybersecurity. These NIST frameworks helps the Company to align the security functions and provides a holistic risk management framework across the Mytheresa Group. The Company regularly reviews its security and privacy program maturity as well as the current state against these frameworks in monthly cybersecurity steering committee meetings. The results of these assessments are discussed with the Management. The Mytheresa Group develops and executes implementation plans to advance the Company´s program maturity, aligning with the group risk management practice.

As part of the Company’s risk management strategy, the Mytheresa Group requires that all employees complete the data protection and information security trainings. In addition, the Company will run ongoing cybersecurity awareness campaigns by the IT Infrastructure & Security team using posters, phishing campaigns, newsletters, webinars and other communication channels to keep cybersecurity top of mind for all employees.

The Mytheresa Group IT Infrastructure & Security team engage in threat intelligence, predictive modeling, and penetration testing to reduce the risk of incidents. In addition, these teams have established procedures for detecting, mitigating, and remediating cybersecurity incidents, and processes for personnel to escalate incidents within the organization.

The Mytheresa Group´s internal audit function conducts an assurance process on the effectiveness of the cybersecurity process and the data protection training during the annual audit procedures. Our cybersecurity systems are also independently assessed regularly by a third party and potential improvements are implemented accordingly.

The Company relies on certain third-party computer systems and third-party service providers in connection with providing some of the Company´s services. The Mytheresa Group also depends upon various third parties to process payments, including credit cards, for customer transactions around the world. For payment transactions Mytheresa fully relies on third party payment providers and does not store payment data itself. Regardless, all payment security compliance is regulated and assessed annually as part of the PCI standard, Mytheresa complies with. For all relevant third-party computer systems as well as third-party service providers, the Mytheresa Group implemented controls over the adequacy of those systems and providers in the internal control system, which will be subject to regular testing by the internal audit function. Furthermore, the Management Board including the relevant risk owners, review the Company´s risk inventory on a bi-annual basis.

Although the Company dedicates significant resources to protect against security breaches, constantly works on the improvement on rule adjustments and other security measures, the existing security measures may not be successful in preventing certain attacks on the systems. The Company continuously experiences targeted and organized malware, phishing, account takeover attacks, and denial-of-service type attacks on the Company’s systems, for FY24 none of them had any material impact on the Company. For further discussion of how these and other potential cybersecurity, technology and data privacy risks may impact the Mytheresa Group´s business, see Item 3, Item D Risk Factors.

116

目錄表

MYt荷蘭家長公司

合併損益表和全面虧損表


		截至6月30日的年度，
(in數千歐元，份額和每股數據除外）	注意	2022		2023		2024
淨銷售額	13		687,781		766,003		840,852
銷售成本，不包括折舊和攤銷			(334,758)		(386,027)		(456,320)
毛利			353,023		379,976		384,532
運輸和付款費用			(97,697)		(114,785)		(135,547)
營銷費用			(96,093)		(112,001)		(96,708)
銷售、一般和管理費用	8		(148,172)		(147,691)		(159,292)
折舊及攤銷	14,15,16		(9,088)		(11,653)		(15,205)
其他收入(虧損)，淨額	9		892		(2,527)		267
營業收入(虧損)			2,865		(8,682)		(21,953)
財務收入			0		358		5
融資成本			(998)		(2,818)		(4,777)
財務收入（成本），淨	10		(998)		(2,460)		(4,772)
所得稅前收入(虧損)			1,867		(11,142)		(26,725)
所得稅費用	11		(11,184)		(5,877)		1,814
淨虧損			(9,317)		(17,019)		(24,911)
外幣折算			(74)		(19)		(13)
其他綜合損失			(74)		(19)		(13)
綜合損失			(9,391)		(17,038)		(24,923)
基本每股收益和稀釋後每股收益	12	€	(0.11)		(0.20)	€	(0.29)
加權平均已發行普通股（基本股和稀釋股）-單位：百萬 ⁽¹⁾			86.3		86.6		86.8

(1)	根據IAS 33，包括完全歸屬並可隨時轉換的或有可發行股份不是考慮.更多詳情請參閱注27。

附註是這些合併財務報表的組成部分。

F-3

目錄表

MYt荷蘭家長公司

合併財務狀況表



(in數千歐元）	注意	2023年6月30日	2024年6月30日
資產
非流動資產
無形資產和商譽	14	155,283	154,951
財產和設備	15	37,227	43,653
使用權資產	16	54,797	45,468
遞延稅項資產	25	59	1,999
其他非流動資產	19	6,573	7,572
非流動資產總額		253,939	253,643
流動資產
庫存	17	360,262	370,635
貿易和其他應收款	18	7,521	11,819
其他資產	19	42,113	45,306
現金及現金等價物		30,136	15,107
流動資產總額		440,032	442,867
總資產		693,970	696,511

股東權益和負債
認繳資本	20	1	1
資本公積	20	529,775	546,913
累計赤字		(87,856)	(112,767)
累計其他綜合收益		1,509	1,496
股東權益總額		443,429	435,643

非流動負債
規定	23	2,646	2,789
租賃負債	16,28	49,518	40,483
遞延所得稅負債	25	296	12
非流動負債總額		52,459	43,284
流動負債
納稅義務	22	22,987	10,643
租賃負債	16,28	8,155	9,282
合同責任	13	16,932	17,104
貿易及其他應付款項		71,085	85,322
其他負債	24	78,924	95,235
流動負債總額		198,083	217,585
總負債		250,542	260,867
股東權益和負債總額		693,970	696,511

附註是這些合併財務報表的組成部分。

F-4

目錄表

MYt荷蘭家長公司

合併權益變動表


					外國
					貨幣	總
		訂額	資本	累計	翻譯	股東的
(in數千歐元）	注意	資本	儲備	赤字	儲備	股權

截至2021年7月1日的餘額		1	444,951	(61,520)	1,602	385,034
淨虧損		—	—	(9,317)	—	(9,317)
其他綜合收益		—	—	—	(74)	(74)
綜合損失		—	—	(9,317)	(74)	(9,391)
IPO相關交易成本	20	—	1,249	—	—	1,249
已行使的購股權	20	0	369	—	—	369
基於股份的薪酬	27	—	52,303	—	—	52,303
截至2022年6月30日的餘額		1	498,872	(70,837)	1,528	429,564

截至2022年7月1日的餘額		1	498,872	(70,837)	1,528	429,564
淨虧損		—	—	(17,019)	—	(17,019)
其他綜合損失		—	—	—	(19)	(19)
綜合損失		—	—	(17,019)	(19)	(17,038)
已行使的購股權	20	—	1,077	—	—	1,077
基於股份的薪酬	27	—	29,882	—	—	29,882
因現金結算股份薪酬而重新分類		—	(57)			(57)
截至2023年6月30日的餘額		1	529,775	(87,856)	1,509	443,429

截至2023年7月1日餘額		1	529,775	(87,856)	1,509	443,429
淨虧損		—	—	(24,911)	—	(24,911)
其他綜合損失		—	—	—	(13)	(13)
綜合損失		—	—	(24,911)	(13)	(24,923)
基於股份的薪酬	27	—	18,508	—	—	18,508
因現金結算股份薪酬而重新分類			(1,370)			(1,370)
截至2024年6月30日餘額		1	546,913	(112,767)	1,496	435,643

附註是這些合併財務報表的組成部分。

F-5

目錄表

MYt荷蘭家長公司

合併現金流量表


		截至6月30日的一年，
(in數千歐元）	注意	2022	2023	2024
淨虧損		(9,317)	(17,019)	(24,911)
調整爲
折舊及攤銷	14,15,16	9,088	11,653	15,205
財務（收入）成本，淨額	10	998	2,460	4,772
基於股份的薪酬	27	52,303	29,963	18,370
所得稅費用	11	11,184	5,877	(1,814)
經營性資產和負債變動
庫存(增加)減少	17	16,910	(130,118)	(10,374)
貿易及其他應收賬款（增加）減少		(3,246)	755	(4,293)
其他資產減少(增加)	19	(47,501)	14,077	(3,609)
(減少)其他負債增加	24	24,665	4,047	15,022
合同負債增加(減少)		1,740	3,287	172
貿易及其他應付款項的增加(減少)		1,598	25,886	14,233
已繳納的所得稅		(3,623)	(5,918)	(12,758)
經營活動提供(用於)的現金淨額		54,799	(55,050)	10,015
財產和設備以及無形資產支出		(11,923)	(22,760)	(11,809)
出售財產和設備所得收益		—	2	—
投資活動提供(用於)的現金淨額		(11,923)	(22,758)	(11,809)
支付的利息	10,29	(998)	(2,460)	(5,352)
行使期權獎勵的收益	27	369	1,077	—
租賃費	16	(5,425)	(4,059)	(7,925)
融資活動提供(用於)的現金淨額		(6,054)	(5,442)	(13,277)
現金及現金等價物淨增(減)		36,822	(83,250)	(15,071)
期初的現金和現金等價物		76,760	113,507	30,136
匯率變動對現金及現金等價物的影響		(74)	(122)	42
期末現金和現金等價物		113,508	30,136	15,107

附註是這些合併財務報表的組成部分。

F-6

目錄表

3.	烏克蘭和中東的經濟衰退、通貨膨脹和戰爭對合並財務報表的影響。

截至報告日期，該集團保持了運營穩定，其供應鏈、物流或合作伙伴關係沒有發生重大中斷。全球經濟不明朗因素，加上烏克蘭和中東戰爭及其他地緣政治因素，可能會影響本集團的業務活動及未來的銷售。

通脹壓力正在影響客戶價格，Mytheresa集團在其定價策略中考慮了供應商建議零售價的預期增長。儘管奢侈品市場對通脹引發的需求變化表現出韌性，但本集團的業務模式各方面的成本通脹也未能倖免。此外，利率上升等宏觀經濟因素可能會導致某些市場出現潛在的衰退，從而對整體客戶需求和情緒造成暫時的負面影響。

這些經濟不確定性，加上地緣政治事件的影響，可能會對邁瑟莎集團的品牌合作伙伴、客戶和其他業務活動構成挑戰。這些經濟不確定性的負面影響，例如客戶需求疲軟，在截至2024年6月30日的一年中可見，

四、合併範圍及重大會計政策彙總

4.1.

合併的範圍

綜合財務報表包括本公司及其全資子公司的賬目和業績。

子公司是由公司控制的實體。當公司面臨或有權因參與實體而獲得可變回報時，公司控制該實體，並有能力通過其對該實體的權力影響這些回報。子公司從控制權開始之日起至控制權終止之日止合併。

除MYT荷蘭母公司外，以下子公司也包括在合併範圍內：


		百分比：
子公司	位置	所有權
MyTheresa Group GmbH	慕尼黑，德國	100%
MyTheresa SE	慕尼黑，德國	100%
Theresa Warenvertrieb GmbH	慕尼黑，德國	100%
mytheresa.com GmbH	慕尼黑，德國	100%
mytheresa.com Service GmbH	慕尼黑，德國	100%
myTheresa商業信息諮詢有限公司	上海，中國	100%
MyTheresa美國服務公司	美國特拉華州	100%
MyTheresa國際服務有限公司 ⁽¹⁾	慕尼黑，德國	100%
MyTheresa APAC Services Limited ⁽²⁾	香港，中國	100%
MyTheresa UK Services Ltd.⁽³⁾	聯合王國，倫敦	100%
神話西班牙服務SLU⁽⁴⁾	西班牙巴塞羅那	100%

(1)	Mytheresa International Services GmbH成立於2022年2月22日。

(2)	Myteresa APAC Services Limited成立於2022年2月28日。

(3)	Mytheresa UK Services Ltd.成立於2022年5月13日。

(4)	Mytheresa Spain Services SL U成立於2023年10月30日。

F-8

目錄表

使用壽命有限的無形資產

具有有限使用壽命的無形資產由許可證和軟件組成。具有有限年限的無形資產按其估計可用經濟年限按直線攤銷，並在有跡象顯示該無形資產可能減值時進行減值評估。使用年限有限的無形資產的攤銷期限和攤銷方法至少每年審查一次，任何變化均視爲會計估計的變化。在評估資產的攤銷方法和使用年限時，會考慮資產未來經濟效益的預期使用年限或預期消費模式的變化。

使用年限有限的無形資產的攤銷費用在合併損益表中計入折舊和攤銷。

許可證的預計使用期限基於合同期限，而購買的軟件的估計使用期限爲三年.

壽命不定的無形資產

MyTheresa集團確認Mytheresa品牌名稱的商標無形資產。由於商標是業務的核心，以及無形資產產生的未來現金流沒有可預見的限制，商標被評估爲無限期存在。MyTheresa Group每年在第四季度或在已知可能引發減值的事件時，評估商標的減值和使用壽命的潛在變化。

商譽

MyTheresa Group的商譽源於2014年對MGG的收購，代表收購價格與收購的可確認淨資產之間的差額。

商譽不攤銷，但至少每年審查一次減值。MyTheresa Group由以下人員組成二現金產生單位(「CGU」)，這是爲內部管理目的而監測商譽的最低水平。商譽的任何潛在減值乃通過比較現金流轉單位的可收回金額與其賬面價值來識別。商譽減去減值金額(如果有的話)。如果減值超過商譽的賬面價值，則按比例減去CGU中剩餘資產的賬面價值。該公司每年在第四季度或在已知可能引發減值的事件時測試商譽減值。

e)財產和設備

物業及設備按歷史成本、累計折舊及累計減值損失(如有)淨額列賬。歷史成本包括可直接歸因於資產收購的任何支出，包括爲資產的預期用途做準備而產生的成本。

財產和設備的淨額在每項資產的預期使用年限內按直線折舊。當一項固定資產的重要部分具有不同的使用年限時，它們被作爲單獨的組成部分進行會計處理，並分別進行折舊。折舊方法、使用年限及剩餘價值至少每年檢討一次，並於適當時作出預期調整。

MyTheresa Group在估算財產和設備折舊時使用以下有用壽命淨額：


資產類型		估計壽命是有用的
在建工程		—
租賃權改進		於租賃期內
其他固定資產和辦公設備		3 - 15年

在建工程正在資本化，但尚未折舊。

如果租賃物改良預計將在其相關租賃的預期到期日期後投入使用，則在其估計使用壽命內折舊。

F-11

Table of Contents

All repair and maintenance costs are expensed when incurred.

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

f)Leases

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

Mytheresa Group’s leases consist of real estate and company cars. Lease terms are negotiated on an individual basis and may contain a range of different terms and 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 that a lease term will be extended, the related extension option is included. The lease terms include fixed payments as well as variable payments that depend on an index.

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

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

Right-of-use assets are measured at cost at the date of lease commencement. The cost is comprised of the initial lease liability measurement and any lease payments made before the commencement date, less any lease incentives received and estimated cost of dismantling and removing the underlying asset incurred 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 amount of the lease liability is increased to reflect the interest on the lease liability and reduced to reflect the lease payments made. The finance expenses associated with the lease term are recognized in the consolidated statement of profit and comprehensive loss over the lease term.

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

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

g)Inventories and Cost of Sales

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

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

F-12

Table of Contents

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

Cost of sales, exclusive of depreciation and amortization includes the cost of merchandise sold, net of trade discounts, in addition to inventory write-offs and delivery costs of product from our brand partners to our central distribution center, where we act as the principal. These costs fluctuate with changes in net sales and changes in inventory write-offs due to inventory aging. For CPM revenue, we do not incur cost 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 is any contract that gives rise to a financial asset of one party and a financial liability or equity instrument of another party. These include both non-derivative financial instruments, such as trade and other receivables and payables, and derivative financial instruments, such as foreign exchange contracts.

Financial instruments are recognized when Mytheresa Group becomes party to the contractual provisions of the financial instrument. Generally, purchases and sales of 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 categorizes all financial assets and financial liabilities at initial recognition. Mytheresa Group generally do not require collateral or other security from our customers.

Measurement categories

Financial assets and financial liabilities 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

●

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 financial assets 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 when their contractual terms comprise cash flows that are solely payments of principal and interest on the principal amount outstanding. With the exception of derivatives, all financial assets are classified at AC.

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

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

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Subsequent measurement

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

Financial assets and financial liabilities in the FVTPL category are subsequently measured at fair value, with changes in value recognized in the consolidated statement of profit and comprehensive loss.

Impairment

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

Mytheresa Group considers a 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.

Mytheresa Group applies this general approach for cash and cash equivalents as well as other assets. These assets are considered to have a low credit risk when the issuer has a strong capacity to meet its contractual cash flow obligations in the near term. Cash and cash equivalents are only placed at banks and financial institutions with a bank license with credit ratings of investment grade or higher. Rental deposits are trust assets that, in case of a default of the counterparty, are separated from insolvency estate and are paid back primarily. Considering that, the impairment for these assets is not material.

Hedge Accounting

Mytheresa Group is exposed to currency risks as a result of participating in business activities outside the Euro zone. Mytheresa Group uses foreign currency forward contracts to hedge and thus limit currency risks from sales in foreign currencies. The sales are hedged each fiscal year so that no forward contracts are still in place at the balance sheet date. Currency risks are managed centrally within Mytheresa Group. Regular reports on the Group-wide development of risks and open positions with currency risk are made.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Mytheresa Group only enters into foreign exchange derivatives (“foreign exchange forwards”) that are all designated as hedges of the foreign currency risk associated with the cash flows of highly probable forecast sales denominated in foreign currency. Mytheresa Group determines the existence of an economic relationship between the hedging instrument 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 relationship is effective. Potential sources of ineffectiveness are changes of the payment dates or a reduction in the total amount of the hedged item and a significant change of the credit risk of either party to the hedging relationship. Ineffective cash flow hedges in the periods presented were immaterial.

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At the inception of a hedge relationship, Mytheresa Group documents the economic relationship between the hedging instruments and hedged items, including whether changes in the fair value of the hedged items are offset by changes in the fair value of the hedging instruments. Mytheresa Group documents its risk management objective and strategy for undertaking its hedging transactions. Detailed information on risk management and risks arising from Mytheresa Group’s financial instruments can be found in Note 28.

A hedging relationship qualifies for hedge accounting only if all of the following requirements for hedge effectiveness are met: there is an economic relationship between the hedged item and the hedging instrument, the effect of the credit risk does not dominate the changes in value that result from this economic relationship, the hedging relationship is the same as that which results from the amount of the hedged item that the Company actually hedges and the amount of the hedging instrument that the Company actually uses to hedge that amount of the hedged item. Hedging instruments are expected to be highly effective in achieving offsetting changes in cash flows. Hedging instruments are reviewed on an ongoing basis to determine that they have actually been highly effective throughout the financial year for which they are designated.

Mytheresa Group applies cash flow hedge accounting, whereby the spot component of the forward exchange contracts is designated as the hedging instrument. The effective portion 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 recognized immediately in profit or loss. In addition, Mytheresa Group recognizes changes in fair value related to the forward element in other comprehensive income (“OCI II”, “Cost of Hedging Reserve”) within equity. Amounts accumulated in equity are reclassified in the periods in which the hedging instrument affects profit or loss.

Application of hedge accounting in fiscal 2024 resulted in a €1,511 thousand decrease to net sales. If hedge accounting had not been applied, the amounts would have been recognized immediately within in other income (expense), as free-standing derivatives.

Derecognition

A financial asset is derecognized when the contractual rights to receive cash flows from the financial assets have expired or have been transferred and Mytheresa Group substantially transferred all rewards and risks associated with the ownership. In the case of sales of trade receivables, essentially all rewards and risks are transferred to the buyer of the receivables.

Financial liabilities are derecognized when the obligation under the liability is settled, cancelled or expired.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to settle or transfer a liability in an orderly transaction between market participants as of the measurement date in the principal or, in its absence, the most advantageous market to which Mytheresa Group has access at that date. The fair value of a liability reflects its non-performance risk.

A number of Mytheresa Group’s accounting 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 price is available. A market is regarded as “active” if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then Mytheresa Group uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservable inputs. The chosen valuation technique incorporates all factors that market participants would take into account in pricing a transaction.

Based on the input parameters used for valuation the fair values have to be assigned to one of the following levels of the fair value hierarchy:

●

Level 1: Quoted (unadjusted) market prices in active markets for identical assets and liabilities,

●

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices), and

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●

Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

Foreign exchange forwards are valued according to their present value of future cash flows based on forward exchange rates at the balance sheet date. The fair values of these instruments are also considered as level 2 fair values.

There were no transfers between the different levels of the fair value hierarchy as of June 30, 2023 and June 30, 2024. Mytheresa Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

i)Provisions

Mytheresa Group recognizes provisions when it has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying 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 obligation at 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 the expected tax payable or receivable based on the taxable income or loss for the period and the tax laws that have been enacted or substantively enacted as of the reporting date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes tax liabilities where appropriate on the basis of amounts expected to be paid to the tax authorities. In case of uncertainties related to income taxes, they are accounted for in accordance with IFRIC 23 and IAS 12 based on the best estimate of those uncertainties.

Current income taxes are calculated based on the respective local taxable income and local tax rules for the period. In addition, current income taxes presented for the period include adjustments for uncertain tax payments or tax refunds for periods not yet finally assessed, however, excluding interest expenses and interest refunds and penalties on the underpayment of taxes. In cases for which it is probable that amounts declared as expenses in the tax returns might not be recognized (uncertain tax positions), a liability for income taxes is recognized. The amount is based on the best estimate of the expected tax payment (expected value or most likely amount).

Deferred taxes

Deferred taxes are recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable income and are accounted for using the balance sheet-liability method.

Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilized.

Current and deferred tax is charged or credited in the consolidated statement of profit and comprehensive loss, except when it relates to items charged or credited directly to equity, in which case the current or deferred tax is also recognized directly in equity.

Deferred tax assets or liabilities are calculated on the basis of temporary differences between the tax basis and the financial reporting of assets and liabilities including differences from consolidation and on unused tax-loss carryforwards. For this purpose, deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets are recognized to the extent that it is probable that there will be future taxable income available against which the deductible temporary differences and tax-loss carryforwards can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered.

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Mytheresa Group establishes tax liabilities on the basis of expected tax payments. Liabilities for trade taxes, corporate taxes and similar taxes on income are determined based on the taxable income of the consolidated entities less any prepayments made. Calculation of tax liabilities is based on the recent tax rates applicable in the tax jurisdiction of Mytheresa Group.

k)Segment reporting

An operating segment is a component of Mytheresa Group that engages in business activities from which it may earn revenues and incur expenses and for which discrete financial information is available and used by the Chief Operating Decision Maker (“CODM”) to make decisions around resource allocation and review operating results of Mytheresa Group. Mytheresa Group identified its Chief Executive Officer 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 assesses whether an asset may be impaired at each reporting date. If any indication of impairment exists, or when annual impairment testing for such an asset is required, Mytheresa Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal or its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and written down to 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 assessments of the time value of money and the risks specific to the asset.

Mytheresa Group bases its impairment calculation on detailed budgets and forecasted cash flows, which generally cover a period of five years. Impairment losses are recognized in the consolidated statement of profit and comprehensive loss in expense categories consistent with the function of the impaired asset.

For assets excluding goodwill and indefinite lived intangible assets, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or has decreased. If such indication exists, Mytheresa Group estimates the asset’s or CGU’s recoverable amount.

Impairment losses relating to goodwill cannot be reversed in future periods.

m)Management equity incentive plan

Share-based compensation arrangements

The grant-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 reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Cash-settled transactions

For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured at the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognized in profit or loss for the reporting period. See note 12. a) i) on share-based compensation for further details. The company intends to continue to settle all remaining awards in equity.

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4.3.

Changes in accounting policies and disclosures

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 material effect on the consolidated financial statements and thus no further details are disclosed.

New and revised standards issued, but not yet effective

At the date of authorization of these financial statements, 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)		January 1, 2024
Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants (Amendments to IAS 1, Presentation of Financial Statements)		January 1, 2024
Supplier Finance Arrangements (Amendment to IAS 7, Statement of Cash Flows and IFRS 7, Financial Instruments: Disclosures)		January 1, 2024

(A)

Amendment

A number of new accounting standards, amendments and interpretations have been published that are not mandatory for reporting periods ended June 30, 2024 and have not been early adopted by the Mytheresa Group. The standards, amendments, and interpretations not yet effective are not expected to have a significant impact on the Group’s consolidated financial statements as of the date of authorization for issuance.

Global minimum top-up tax

The Mytheresa Group applied “International Tax Reform - Pillar Two Model Rules (Amendments to IAS 12)” after its publication on May 23, 2023. The amendments contain a temporary, mandatory, and immediately applicable exemption from the recognition of deferred taxes resulting from the introduction of global minimum taxation; they also require, if already possible, specific disclosures in the notes on the impact of the minimum taxation (see note 26).

The mandatory exemption is to be applied retrospectively. However, since as of 30 June 2023 no global minimum taxation laws were applicable in any of the countries in which the Group operates and hence no related deferred taxes were recognized at that time, the retrospective application has no impact on the consolidated financial statements.

5. Critical accounting judgments and key estimates and assumptions

The preparation of Mytheresa Group’s consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of net sales, expenses, assets and liabilities, and the accompanying note disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in future periods. The estimates and underlying assumptions are subject to continuous review.

Below is a summary of the critical 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 a risk that significant adjustments may be made to the carrying amount of assets and liabilities in subsequent years.

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Inventory write-downs

Inventory is carried at the lower of cost or net realizable value, which requires an estimation of the products future net selling prices. When assessing the net realizable value of the inventory, Mytheresa Group considers multiple factors and assumptions including the quantity and aging of inventory on hand, anticipated sales volume, expected selling prices and selling cost, as well as historical recovery experience and risk of obsolescence from changes in economic conditions. Refer to Note 17 for further details.

Share-based compensation

Determining the fair value of share-based compensation options at the grant date requires judgment, including estimating the expected term that options will be outstanding prior to exercise, the associated volatility, the appropriate risk-free interest rate, dividend yield and the expected achievement of non - market performance conditions. Upon grant of the awards, we also estimate an amount of forfeitures that will occur prior to vesting. If actual forfeitures differ significantly from the estimates, share-based compensation expense could be impacted. For further disclosures relating to share-based payments, see Note 27.

Impairment of Goodwill

Impairment exists when the carrying value of an asset, 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 calculation is based on a discounted cash flow model. The cash flows are derived from the budget and projections for the next five years, according to the development and maturity of each CGU. 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 are relevant to goodwill recognized by the Group. Refer to Note 14, Intangible assets and goodwill for further details on the assumptions and associated sensitivities.

6.	Revision of comparative figures

In the company’s application of IFRS 15 Revenue from Contracts with Customers, the measurement of the breakage amount for certain vouchers issued to customers was incorrectly determined for the periods 2021, 2022 and 2023. To correct for the effects of this error, which is immaterial for all prior periods, the comparative figures for the fiscal years ended June 30, 2023 and June 30, 2022 have been revised as follows:

●

In the consolidated statements of profit or loss and comprehensive loss for the fiscal years ended June 30, 2023, and June 30, 2022, net sales decreased by €2,619 thousand and €1,969 thousand, respectively. Gross profit and operating income (loss) decreased by €2,619 thousand and €1,969 thousand in fiscal 2023 and 2022, respectively. Consequently, income tax expense decreased by €720 thousand and €550 thousand in fiscal 2023 and fiscal 2022, respectively. Net loss and the respective comprehensive loss increased by €1,899 thousand and €1,419 thousand in fiscal 2023 and fiscal 2022, respectively. Additionally, the effective tax rate increased by 25% in the year ended June 30, 2023 and by 293% in the year ended June 30, 2022. Basic and diluted earnings per share decreased by €0.03 and €0.02 for the June 30, 2023 and June 30, 2022 comparatives, respectively.

●

In the consolidated statements of financial position as of June 30, 2023 total shareholders’ equity including the Accumulated Deficit decreased by €4,002 thousand. Consequentially, as of June 30, 2023 Deferred income tax liabilities decreased by €430 thousand. Tax liabilities consequentially decreased by €1,086 thousand. For contract liabilities an increase of €5,518 thousand was recognized.

●

In the consolidated statements of changes in equity, accumulated deficit and accordingly, total shareholders’ equity as of July 1, 2021 decreased by €684 thousand.

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●

In the consolidated statements of cashflow for the fiscal years ended June 30, 2023 and June 30, 2022, Net loss increased by €1,899 thousand and €1,419 thousand, respectively. The adjustments for Income tax expense decreased by €720 thousand and €550 thousand for the fiscal years 2023 and 2022, respectively. The effect on net loss is offset by a corresponding increase in contract liabilities of €2,619 thousand and €1,969 thousand as of June 30, 2023 and June 30, 2022, respectively.

7. Segment and geographic information

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

Segment EBITDA is defined as operating income excluding depreciation and amortization.

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

The following is a reconciliation of the Company’s segment EBITDA to consolidated net income.


	June 30, 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 June 30, 2022.


	June 30, 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 June 30, 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.

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	June 30, 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 June 30, 2024, there were €16,072 thousand in corporate administrative expenses that were not assigned to either the online operations or retail stores. Additionally, there were €14,081 thousand in expenses related to Other transaction-related, certain legal and other expenses. Share-based compensation expenses amounts to €18,508 thousand.

8. Selling, general and administrative expenses

Selling, general and administrative expenses include all personnel costs for Mytheresa Group, IT expenses, costs associated with the distribution center, and other overhead costs.

Selling, general and administrative expenses consist of the following:


	Year ended June 30,
(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, certain legal 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 incurred in connection with the costs of establishing our new central distribution center in Leipzig, Germany.

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The total selling, general and administrative (SG&A) expenses increased by €11.6 million from €147.7 million in fiscal year ended June 30, 2023 to €159.3 million in fiscal year ended June 30, 2024. The increase is mainly due to increases in personnel expenses, rental costs, travel expenses, expenses related to the new distribution center in Leipzig and other operating expenses in the period. The Mytheresa Group recognized Share-based compensation expenses for the fiscal year ended June 30, 2024 of €18.5 million and €30.0 million for the fiscal year ended June 30, 2023.

9. Other income (loss), net

Other income, net consists of the following:


	Year ended June 30,
(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

10. Finance income (costs), net

Finance expenses, net consists of the following:


	Year ended June 30,
(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 interest expenses on leases can be found in Note 16.

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11. Income tax expense

Income taxes are comprised of 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

During fiscal 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 year 2024 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 deferred tax rate for German entities in 2024 was 27.74% (2023: 27.45%). For non-German companies, the current and deferred taxes at period-end were calculated using a range of applicable income tax rates between 8.25% to 31.0%. (2023: 2.5% to 29.4%).

The table 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 June 30,
(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	%

The material drivers leading to the difference between expected income tax expense and income tax expense are as follows:

Other non-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.

Utilization of interest expense carried forward reduced income tax expense by € 0 in fiscal year 2024 (2023: €0; 2022: €1.822 thousand.

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Deferred tax assets of €1 thousand in fiscal year 2024 € (2023: €3 thousand €; 2022: € 0 thousand) related to current tax losses were not recorded. In 2024, €0 thousand (2023: €45 thousand; 2022: € 0 thousand) in income tax credits have been utilized in the current period for which no deferred tax asset has previously been recognized.

In addition, deferred tax assets on tax loss carryforwards for MYT Netherlands Parent B.V. were fully recognized in fiscal year 2022 in accordance with IAS 12.36 (d). Management expects utilization of the tax loss carryforwards and deductible temporary differences within a forecasting period of five years to be sufficiently probable as the entity entered the German income tax group in fiscal year 2023 and, 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 equity in fiscal 2022 as part of the tax loss carryforwards include tax deductible expenses related to IPO transaction costs which were originally recorded directly to equity under IFRS. In fiscal year 2023, a portion of the deferred tax asset has been reversed due to partial utilization of 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.

For temporary 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 reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

12. Earnings per Share

Basic earnings per share are determined by dividing the net income for the period attributable to the ordinary shareholders of the MYT Netherlands B.V. by the basic weighted average number of ordinary shares outstanding during the period.


(in € thousands, except share and per share data)	Year Ended June 30,
	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 share are calculated in accordance with IAS 33 (“Earnings per Share”) based on earnings attributable to the Company’s shareholders and the weighted average number of shares outstanding during the period. The ordinary shares outstanding used for computation of earnings per share reflect the Legal Reorganization, adjusted for the share split described in Note 20. This presentation is consistent with the principles in IAS 33.64, which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the financial statements are authorized for issue.

Diluted earnings per share are determined by dividing the net income for the period attributable to the ordinary shareholders by the diluted weighted average number of shares outstanding during the period. In 2022, 2023 and 2024, potential ordinary shares with a dilutive effect (stock options) were excluded, because the effect would be anti-dilutive. Hence, the basic earnings per share correspond to diluted earnings per share in fiscal 2022, 2023 and 2024 and prior periods.

Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share.

Potential ordinary shares excluded from diluted earnings per share as their conversion would have an antidilutive effect are as follows (in millions):


	As of June 30,
(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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13.Net sales

Mytheresa Group earns revenues worldwide through its online operations, while all revenue associated with the two retail stores is earned in Germany. Geographic location of online revenue is determined based on the location of delivery. Mytheresa Group generates revenue from the sale of merchandise shipped to customers as well as from commission for the rendering of services in connection with the Curated Platform Model (CPM). Mytheresa introduced the Curated Platform Model (CPM) in April 2021, whereby it recognizes commission revenue for the rendering of services.

The following table provides Mytheresa Group’s net sales by geographic location:


	For the fiscal year ended June 30,
(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.

Substantially all amounts classified within net sales are derived from the sale of luxury goods and rendering of services. Net sales related to rendering of 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 from contract liabilities were €2,007 thousand in fiscal 2024 (2023: (€1,233) thousand, 2022: (€563) thousand.

Application of hedge accounting in fiscal 2024 resulted in a €1,511 thousand (2023: €1,650 thousand decrease) decrease to net sales.

14. Intangible assets and goodwill

Mytheresa Group’s intangible assets and goodwill consist of the following:


	Year Ended June 30,
(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

Intangible assets with a finite useful life

Mytheresa Group has intangible assets with a finite useful life, consisting of licenses and software. Amortization expense of the intangible assets is entirely classified within depreciation and amortization in the consolidated statements of profit and comprehensive loss.

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The following table presents the changes in Mytheresa Group’s finite-lived intangible assets during fiscal 2022, 2023 and fiscal 2024:


	Year ended June 30,
(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 intangible assets - Trademark

Mytheresa Group’s MYTHERESA and mytheresa.com trademarks represent an indefinite-lived intangible asset. Mytheresa Group assessed the trademarks for potential impairment during the fourth quarters of each fiscal year, determining that no impairments had occurred. The recoverable amount of Mytheresa Group’s two identified trademarks was based on fair value less costs of disposal, estimated using discounted cash flows. The fair value measurement was categorized as Level 3 fair value based on the inputs in the valuation technique used.

When assessing the trademarks for potential impairment, the fair value of the trademarks was determined using the relief from royalty income approach. Under this approach, management estimated future cash flows based on internal projections considering Mytheresa Group’s past 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 MYTHERESA and 8.8% (2023: 10.2%) for the THERESA (retail store CGU) Trademark. The discount rate used was a trademark specific post-tax discount rate. Revenue growth is estimated based on internal projections considering Mytheresa Group’s past performance and forecasted growth which includes also industry growth forecast. The revenue growth rates over the 5-year period are the same for trademarks as for the goodwill for the CGU-Online and retail store. The terminal growth rates applied in the impairment assessments do not exceed the average long-term growth rate for either the online operations or retail store CGUs. The discount rate and royalty rate are based on market participant assumptions. 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	%

Goodwill

MGG acquired 100% of the outstanding shares of mytheresa.com GmbH on October 9, 2014 and Theresa Warenvertrieb GmbH on October 31, 2014. The goodwill resulting from this acquisition is attributable to Mytheresa Group’s online operations and retail store and is not deductible for tax purposes. There were no acquisitions in the periods presented.

Goodwill has been allocated to Mytheresa Group’s two identified CGUs, the online operations and the retail store. Mytheresa Group allocates €137,933 thousand and €959 thousand of goodwill to online operations and the retail store, respectively, which remained unchanged for all periods presented.

The recoverable amounts of the CGUs are determined based on each respective CGU’s value in use. The present value of the future cash flows expected to be derived from an asset or CGU based on the value in use (VIU) approach. The key assumptions for

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determining the value in use are the discount rates, budgeted and expected revenue growth rates (CAGR for the next five years) and EBITDA margin in Terminal value. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU’s. The budgeted and expected revenue growth rates are based on internal projections considering Mytheresa Group’s historical growth rates and the estimated sales volume in the next five years taking into account external industry growth forecasts and an increase of Mytheresa’s overall market share. Further we expect that the effects on growth rates from overall economic trends, such as inflation, recessionary trends as well as political tension all around the world are only temporary and will return 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 increase in gross profit margin, related to the focus in Top Customers and sale of full price items, as well as a decrease in Selling, general and administrative expenses ratio over the next 5 years in each of the CGU’s.

Mytheresa Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five years. The assumed key assumptions for terminal growth 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	%

This terminal growth rates applied in the impairment assessments do not exceed the average long-term growth rate for either the online operations or retail store CGUs. The terminal value growth rate was determined based on management’ estimate of the long-term growth rate of the relevant markets, consistent with the assumptions that a market participant would make.

The discount rate is based on 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 derived from the respective peer group, the cost of debt and the capital structure are taken into account for the respective CGUs.

The estimated recoverable amount of the online CGU exceeded its carrying amount by approximately €205 million (FY23: €263 million). Management has identified that a reasonably possible change in three key assumptions could cause the carrying amount to exceed the recoverable amount. The following table shows the amount by which these three assumptions would need to change individually for the estimated recoverable amount to be equal 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)	%

Management has identified that even if the terminal growth rate were to reduce to 0%, there would still not be an impairment for the Online CGU when keeping all other assumptions unchanged.

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15. Property and equipment

Changes in Property and equipment during the years presented were as follows:


	Construction	Leasehold	Other fixed assets and	Total property and
(in € thousands)	in progress	improvements	office equipment	equipment
Cost
As of July 1, 2022	9,779	10,222	14,057	34,058
Additions	17,094	1,387	3,687	22,168
Disposals	—	—	(2)	(2)
As of June 30, 2023	26,873	11,609	17,742	56,223

Accumulated depreciation and impairment
As of July 1, 2022	—	6,360	10,006	16,366
Depreciation charge of the year	—	635	1,993	2,628
Disposals	—	—	—	—
As of June 30, 2023	—	6,995	11,999	18,996

Carrying amount
As of July 1, 2022	9,779	3,862	4,050	17,691
As of June 30, 2023	26,873	4,614	5,740	37,227

Cost
As of July 1, 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 June 30, 2024	0	18,215	49,672	67,888

Accumulated depreciation and impairment
As of July 1, 2023	—	6,995	12,001	18,996
Depreciation charge of the year	—	1,055	4,183	5,238
Disposals	—	—	—	—
As of June 30, 2024	—	8,050	16,184	24,234

Carrying amount
As of July 1, 2023	26,873	4,614	5,740	37,227
As of June 30, 2024	0	10,166	33,487	43,653

Property and equipment increased from €37,227 thousand as of June 30, 2023 to €43,653 thousand as of June 30, 2024 mainly due to our new distribution center in Leipzig, Germany, which started operating in September 2023.

16. Leases

Expenses on leases under the low value exemption amounted to €197 thousand in fiscal 2024 (2023: €191 thousand, 2022: €185 thousand). Expenses relating 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 €12,406 thousand in fiscal 2024 (2023: €10,909 thousand, 2022: €6,269 thousand). Rent concessions in an amount of €0 thousand had an impact on the incurred expenses in fiscal 2024 (2023: €0 thousand, 2022: €56 thousand). The non-current lease liabilities in fiscal 2024 amounted to €40,483 thousand (2023: €49,518, thousand, 2022: €16,817 thousand) and the current lease liabilities amounted to €9,282 thousand (2023: €8,155 thousand, 2022: €5,189 thousand). See Note 28 for a maturity analysis of the Company’s future lease payments.

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Some property leases contain extension 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 exercisable only by Mytheresa Group and not by the lessors. Mytheresa Group assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. Mytheresa Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control. Mytheresa Group estimated, if all extension options would be exercised for current leases, it would result in an increase in lease liability of €42.2 million.

Mytheresa Group classified rent cash deposits under other non-current asset of €1,431 thousand (2023: €552 thousand).

The total cash outflow for leases amounted €7,924 thousand in fiscal 2024 (2023: €4,059 thousand, 2022: €5,425 thousand). Interest expenses from lease liabilities amounted to €2,916 thousand in fiscal 2024 (2023: €2,417 thousand, 2022: €612 thousand).

Right-of-use asset activity during the reporting periods presented is comprised of the following:


		Company	Total
	Land and	Cars and	right-of-
(in € thousands)	buildings	Equipment	use assets
Cost
As of July 1, 2022	47,853	95	47,948
Additions	41,516	97	41,613
As of June 30, 2023	89,369	193	89,561

Accumulated Depreciation and Impairment
As of July 1, 2022	26,207	66	26,273
Depreciation Charge of the year	8,466	26	8,492
As of June 30, 2023	34,673	92	34,764

Carrying Amount
As of July 1, 2022	21,646	31	21,677
As of June 30, 2023	54,696	101	54,797

		Company	Total
	Land and	Cars and	right-of-
(in € thousands)	buildings	Equipment	use assets
Cost
As of July 1, 2023	89,369	193	89,561
Additions	141	20	161
As of June 30, 2024	89,510	213	89,722

Accumulated Depreciation and Impairment
As of July 1, 2023	34,673	92	34,765
Depreciation Charge of the year	9,446	43	9,489
As of June 30, 2024	44,119	135	44,254

Carrying Amount
As of July 1, 2023	54,696	101	54,797
As of June 30, 2024	45,390	78	45,468

Mytheresa Group signed the second rental addendum in February 2024 for an existing office space in Shanghai, China, with a new contractual term from March 1, 2024 until February 28, 2025. The Group recognized an additional €124 thousand of right-of-use asset and corresponding lease liability upon commencement in March 2024.

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17. Inventories

Mytheresa Group’s inventories consist mainly of finished goods merchandise acquired from fashion designers. Mytheresa Group records inventories at the lower of cost or net realizable value. Cost of inventory amounted to €449,590 thousand in fiscal 2024 (2023: €383,115 thousand, 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. Inventory is written down when its net realizable value is below its carrying amount. Mytheresa Group estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in selling prices due to seasonality, less estimated costs necessary to complete the sale.

18. Trade and other receivables

The carrying amount of trade and other receivables approximates their fair value due to their short-term nature. The trade and other receivables are non-interest bearing. 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 impairment of trade and other receivables and Mytheresa Group’s exposure to credit risk, currency risk and interest rate risk can be found in Note 28. The amount of impairment allowance at June 30, 2024 is €0 thousand (2023: €278 thousand).

19. Other assets and non-current assets

Other assets consist of the following:


	As of June 30,
(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-current assets consist of the following:


(in € thousands)	June 30, 2023	June 30, 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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20. Shareholder’s equity

Subscribed capital

As of June 30, 2018 and 2019, Subscribed capital is €72 thousand, representing 8,000 shares outstanding with a nominal value per share of USD 1 issued by Mariposa I S.à.r.l.

Following the Prior Restructuring Transactions and the Legal Reorganization in August 2019, subscribed capital reduced to €1 thousand, representing 1,000 shares outstanding 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.

On January 12, 2021, the Company effected a 70,190,687 (with a nominal value per share of €0.000015) for one share split of its ordinary shares outstanding. Accordingly, all share and per share amounts for all periods presented in these consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this share split.

Capital reserve

On January 21, 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 purchase 2,347,058 additional ADSs, representing 2,347,058 ordinary shares, at a public offering price of $26.00 per ADS.

The Company issued 14,233,823 ADSs in its IPO and received proceeds, net of underwriting discounts and before related expenses of $344.2 million.

Its sole shareholder sold 3,760,294 ADSs in the offering, including 586,764 ADSs sold by the Company and 1,760,294 ADSs sold by the sole shareholder pursuant to the 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 are included in the selling, general and administrative expenses within the condensed consolidated statement of operations and are part of operating cash flows in the statement of cash flow. Transaction costs of €4,550 thousand have been directly deducted from the capital reserve, after recognizing €1,249 thousand taxes connected to the Transaction costs.

Profits are reflected within the accumulated deficit of Mytheresa Group.


	As of June 30,
(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

Please see Note 12 for further explanation of the weighted average number of ordinary shares outstanding used in the EPS calculation.

All ordinary shares rank equally with regard to the Company’s residual assets. Holders of these shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All rights attached to the Company’s shares held by the Group are suspended until those shares are reissued.

Please Note 27 for further explanation on types of ordinary shares.

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Foreign currency translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

21. Liabilities to banks

As of June 30, 2024, Mytheresa Group has entered into a new Revolving Credit Facility agreement totaling €75.0 million that replaced the existing Revolving Credit Facilities. The new Revolving Credit Facility has a maturity until September 2026. Under the new Revolving Credit Facility, Mytheresa is subject to financial covenants that include requirements related to working capital as a borrowing base and a maximum group net debt leverage ratio.

22. Tax liabilities

Tax liabilities result from current income taxes.

Changes in Mytheresa Group’s tax liabilities were as follows:


	As of June 30,
(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 liabilities is due to the current income taxes which are calculated based on the respective local taxable income and local tax rules for the period.

23. Provisions

Provisions consist of obligations resulting in an expected outflow of economic benefits and were non-current for each of the periods presented. Provisions consist of the following as of June 30, 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 its Corporate headquarter, central distribution centers and the retail stores in Germany. Mytheresa Group recognizes a provision for expected dismantling costs to be incurred at the end of the respective lease terms for these facilities based on external data sources and internal experience from past dismantling activities. The increase is mainly due to the recognized dismantling provision connected to the distribution center in Leipzig, Germany.

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24. Other liabilities

Other current liabilities consist of the following:


	As of June 30,
(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

25. Deferred income tax assets and liabilities, net

The following table depicts the changes in deferred tax balances through equity and profit or loss for the periods presented.


	As of June 30,
(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 deferred tax balance for each of the years presented consist of the following as of June 30:


	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 asset and 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)

Deferred tax assets and deferred tax liabilities are offset if the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority and if there is the right to set off current tax assets against current tax liabilities. In the presentation of deferred tax assets and liabilities in the Consolidated Statement of Financial Position, no difference is made between current and non-current. The actual non-current portion of (gross) deferred tax assets in the table above amounts to € 16,356 thousand (2023; 16,266; 2022: €11,068 thousand), the non-current portion of (gross) deferred tax liabilities in the table above amounts to € (16,995) (2023: € (18,953) thousand; 2022: € (6,064) thousand).

For existing unused tax loss carryforwards of €123 thousand, no deferred tax asset has been recognized in 2024 (2023: €119 thousand; 2022: €131 thousand). The tax loss carryforwards existing at the end of fiscal year 2024 relate to Mytheresa SE, Germany (no expiry date).

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26. Global minimum top-up tax

The Group falls within the scope of the OECD model rules of the second pillar for the national implementation of the global minimum tax (Pillar Two). The implementation into German law took place through the introduction of a minimum tax law in December 2023, which applies to all financial years beginning after December 30, 2023. As the legislation was not applicable on the reporting date in any country in which the Mytheresa Group has relevant entities, there was no related current income tax burden for the financial year 2024.

In addition, Mytheresa Group applies the exemption in accounting standard IAS 12 for the recognition and disclosure of information on deferred tax assets and liabilities in connection with income taxes from global minimum taxation. In accordance with the minimum tax legislation applicable from 2024, the Group is obliged to determine the effective tax rate for each country in which relevant entities exist and, if the effective tax rate determined is below the minimum tax rate of 15%, a so-called supplementary tax in the amount of the difference between the effective tax rate and the minimum tax rate has to be paid.

Mytheresa Group is currently in the process of assessing 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 effective tax rate of over 15%, Pillar Two could therefore have tax implications. We are supported by tax specialists in the application and implementation of the Pillar Two legislation.

27. Related party transactions

As of June 30, 2024, Mytheresa Group was 77.9% (2023: 78.3)% owned subsidiary of MYT Holding LLC, USA. The ultimate controlling party of Mytheresa Group is MYT Ultimate Parent LLC, USA as of June 30, 2024.

Related Parties transactions

As of June 30, 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 July 2020.

Key Management Personnel Compensation

Key management personnel as defined by IAS 24 are persons who, by virtue of their positions, are responsible for the operations of Mytheresa Group. The managing directors of the Company and MGG have the authority and responsibility for planning, directing and controlling Mytheresa Group´s operating activities. The following table shows the personnel expenses for managing directors:


	Year Ended June 30,
(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

Refer to Note 27 for further details regarding the Share-based compensation. The personnel expenses in fiscal 2021 accounting for IPO-related share-based compensation awards was based on a share price of 31 USD.

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28. Share-based compensation

a)Description of share-based compensation arrangements

In connection with the Initial Public Offering (“IPO”) of MYT Netherlands Parent B.V. in January 2021, we adopted the 2020 Plan (MYT Netherlands Parent B.V. 2020 Omnibus Incentive Compensation Plan), under which we granted equity-based awards to selected key management members and supervisory board members on January 20, 2021. Selected key management members were granted an IPO related award package. This package consists of the “Alignment Grant” and the “Restoration Grant”. Furthermore, restricted shares were granted to supervisory board members as part of the annual plan. Additionally, the Compensation Committee of the Supervisory Board decides annually about a Long-Term Incentive Plan (LTI). As of July 1, 2021, 2022 and 2023 the LTI was granted to certain key management members consisting of restricted share units (“RSUs”) with time and performance obligations and for the LTI granted on July 1, 2023 certain stock options were granted to selected key management members under the new 2023 Omnibus Incentive Compensation Plan on the 8^th of November 2023. Mytheresa Group established an Employee Share Purchase Plan, with the intent to encourage long-term relationship with the company and its employees. Pursuant to paragraphs 21(g) and 24 of IAS 33, as certain shares are fully vested and contingently issuable for no consideration, they are treated as outstanding and included in the calculation of both basic and diluted earnings per share.

IPO Related One-Time Award Package

Alignment Grant

Under 2020 Omnibus Incentive Compensation Plan share-based payment program, options were granted to selected key management members. The options vest and become exercisable with respect to 25 % on each on the first four anniversaries of the grant date (January 20, 2021). After vesting, each option grants the right to purchase one American Depositary Share (each, an “ADS”) at a predefined exercise price per share. The vested options can be exercised up to 10 years after the grant date. The granted options are divided into three different tranches which have varying exercise prices. Overall, 6,478,761 options were granted to 21 key management members. The amount recognized as share-based compensation expense under this program is based on a weighted average historical share price of 31 USD. Please also refer to the section titled, “b) Measurement of fair values”.

Restoration Grant

Under 2020 Omnibus Incentive Compensation Plan share-based payment program, phantom shares were granted to selected key management members. Each phantom share represents the right of the grantee to receive one ADS in exchange for a phantom share. The granted phantom share vested immediately on the grant date and can be converted into an ADS at any time but are subject to transfer restrictions after conversion. Up to 25% of the granted phantom shares can be transferred after conversion at any time after the second anniversary of the grant date. The remaining 75% of the granted phantom shares can be transferred after conversion if certain conditions are met or at the fourth anniversary of the grant date at latest. The phantom shares can be converted into ADSs up to 10 years after the grant date. Overall, 1,875,677 phantom shares were granted to 21 key management members. The amount recognized as share-based compensation expense under this program is based on a weighted average 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 award package:


Type of arrangement	Alignment Award	Restoration Award
Type of Award	Share Options	Phantom Shares
Date of first grant	January 20, 2021	January 20, 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 Members Plan

As of February 9, 2022, four Supervisory Board Members have been granted 22,880 RSUs. 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 removed from the supervisory board prior to the vesting date. The granted equity instruments vested on February 9, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 16.02, the closing share price on the grant date.

As of July 1, 2022, one Supervisory Board Member has been granted 11,467 RSUs. 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 removed from the supervisory board prior to the vesting date. The granted equity instruments vested on June 30, 2023. As the restricted share awards are not subject to an exercise price, the grant date fair value amounts to USD 9.68, the closing share price on the grant date.

The following table summarizes the main features of the annual plan:

Type of

arrangement

Supervisory Board Members plan

Type of Award

Restricted Shares / Restricted Share Units

Date of first grant

January 20, 2021

July 1, 2021

February 9, 2022

July 1, 2022

May 8, 2023

September 5, 2023

November 8, 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 December 31, 2021.

The restricted shares vested in full on June 30, 2022.

The restricted shares vested in full on February 8, 2023.

The restricted shares vested in full on June 30, 2023

The restricted shares Units vested in full on May 8, 2024

The restricted shares Units are scheduled to vest in full on September 5, 2024

The restricted shares Units are scheduled to vest in full on November 8, 2024

Long-Term Incentive Plan

As of July 1, 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, based on 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 performance RSUs” will be subject to a time and performance-based vesting. One-third (1/3) of the time-vesting RSUs awarded vested in substantially equal installments on each of June 30, 2022, June 30, 2023 and June 30, 2024, subject to continued service on such vesting dates.

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The non-market performance RSUs vested after 3 years on June 30, 2024 and contain a performance condition that will determine the number of shares awardable at the end of the performance period pursuant to the respective vested restricted share units. The performance condition is based upon the three-year cumulative gross profit target. Potential award levels range from 25-200% of the grant depending on the achievement of a gross profit target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 30.68 for 170,221 RSUs and USD 22.38 for 943 RSUs, the closing share price of the grant date.

As of July 1, 2022, 674,106 RSUs were granted to selected key management members. 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 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 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 June 30, 2023, June 30, 2024 and June 30, 2025, subject to continued service on such vesting dates.

As of July 1, 2023, 3,113,125 RSUs were granted to selected key management members. 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 grant date. As the LTI awarded on July 1, 2023 was subject to approval by the shareholders, the grant date was the date of the Annual General Meeting (AGM) when approval was obtained on November 8, 2023. Out of the granted RSUs, 1,696,022 RSUs; “time-vesting RSUs” will be subject to a time-based vesting and 1,417,103 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 June 30, 2024, June 30, 2025 and June 30, 2026, subject to continued service on such vesting dates.

The non-market performance RSUs will vest after 3 years on June 30, 2026 and contain a performance condition that will determine the number of shares awardable at 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 adjusted EBITDA margin target over the three-year period. As the RSUs are not subject to an exercise price, the grant date fair value amounts to USD 3.41 for 3,113,125 RSUs, which was approved in the AGM on November 8, 2023.

As of July 1,2023, 2,923,280 stock options were granted to selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries 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 different tranches which have varying grant date fair values. As the stock options awarded on July 1, 2023 were subject to approval by the shareholders, the grant date is the date of the AGM when approval was obtained on November 8, 2023.

Additionally, On December 15, 2023 further 682,021 stock options were granted, with service commencement date July 1, 2023 on similar terms to same selected key management members. One third (1/3) of the options vest and become exercisable on each on the first three anniversaries 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 different tranches which have varying grant date fair values.

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The following table summarizes the main features of the annual plan:

Type of

Key Management Members

arrangement

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

Service commencement date

July 1, 2021

July 1, 2022

July 1, 2023

Grant date

July 1, 2021

July 1, 2022

November 8, 2023

December 15, 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

Employee Share Purchase Program (ESPP)

On 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 is to allow employees of the Company (or any of its subsidiaries) to participate in the growth of the Company and to promote long-term corporate engagement by offering eligible employees the opportunity to acquire American Depositary Shares representing shares in the capital of the 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 discount is 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. 29,641 shares were issued in the program. The grant date fair value amounts to USD 4.00.

On May 17, 2024 the Company commenced its second open enrollment period for its Employee Share Purchase Program. The expense that was recorded in equity, displaying the contribution of Mytheresa to the employees, amounted to €18 thousand. 13,149 shares were issued in the program. The grant date fair value amounts to USD 6.00.

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b)Measurement of fair values

Alignment Grant

The fair value of the employee share options has been measured using the Black-Scholes formula. The inputs used in the measurement of the fair values at grant date of the equity-settled share-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 been based on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensurate with the expected term.

Stock Options from Long-Term Incentive Plan


	Grant date			Grant date
Black Scholes Model - Weighted Average Values	November 8, 2023			December 15, 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 been based on an evaluation of the historical volatility of publicly traded peer companies, particularly over the historical period commensurate with the expected term.

Restoration Grant

As the phantom shares granted under the Restoration Award are not subject to an exercise price, the grant date fair value amounts to USD 31, the closing share price on the first trading day.

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c)Share-based compensation expense recognized

Amounts recognized for share based payment programs were as follows:


	Year ended June 30,
(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 June 30, 2024, the Company withheld 287,511 shares to cover tax obligations related to the vesting of RSUs. The total value of the shares withheld was €1,370 thousand which was based on the market price of the Company’s shares on the vesting date.

Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the share option programs described under the Alignment award were as follows.


	Alignment award
		Wtd. Average
	Options	Exercise Price (USD)
June 30, 2022	6,407,675	8.36
forfeited	—	N/A
exercised	210,260	5.79
June 30, 2023	6,197,415	8.55

June 30, 2023	6,197,415	8.55
forfeited	134,325	7.84
exercised	—	N/A
June 30, 2024	6,063,090	8.57

The range of exercise prices for the share options outstanding as of June 30, 2024 is between 5.79 USD and 11.58 USD. The average remaining contractual life is 6.5 years.

For options vested on January 20, 2023, the beneficiaries have been given the choice for a cash settlement instead of equity. The amount of the cash settlement was determined based on the difference between the Company’s share price at the time of exercise and the option strike price. €1,545 thousand has been reclassified from equity and recognized as a cash-settled share-based payment liability with giving the option for a cash settlement as of June 30, 2023. Only a total of 24,187 options have been exercised with a payout of €57 thousand as of June 30, 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.

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The number and weighted-average exercise 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
		Wtd. Average
	Options	Exercise Price (USD)
June 30, 2023	—	—
forfeited	296,235	4.00
Granted	3,605,301	4.00
June 30, 2024	3,309,066	4.00

The exercise prices for the share options outstanding as of June 30, 2024 is 4.00 USD. The average remaining contractual life is 9.0 years.

29. Financial instruments and financial risk management

The following table shows the 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 approximate their fair value.

Financial instruments as of June 30, 2023 is as follows:


	Year ended June 30, 2023
		Categories	Category in		Fair value
	Carrying	outside of	accordance	Fair	hierarchy
(in € thousands)	amount	IFRS 9	with IFRS 9	value	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	—	—

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Financial instruments as of June 30, 2024 is as follows:


	Year ended June 30, 2024
		Categories	Category in		Fair value
	Carrying	outside of	accordance	Fair	hierarchy
(in € thousands)	amount	IFRS 9	with IFRS 9	value	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	—	—

The carrying amounts of each of the measurement categories listed above and defined by IFRS 9 are as follows:


	Year ended June 30,
	2022	2023	2024
	Carrying	Carrying	Carrying
(in € thousands)	amount	amount	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, the carrying amounts of cash and cash equivalents, trade and other receivables, and trade and other payables approximate their fair value.

There were no transfers between the different levels of the fair value hierarchy during fiscal 2023 and fiscal 2024. Mytheresa Group’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the end of the reporting period.

As Mytheresa Group does not meet the criteria for offsetting, no financial instruments are netted.

Foreign exchange derivatives held only during the year were designated as hedging instruments, the effective fair value changes of which were recognized in separate components of equity. The development of the corresponding reserves is shown in the following table:


(in € thousands)	July 1, 2023	Additions	Reclassification	June 30, 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 the net gains and losses of financial instruments per measurement categories defined by IFRS 9:


	Year ended June 30,
(in € thousands)	2022	2023	2024
Financial liabilities measured at Amortized cost (AC)	(386)	(401)	(1,861)

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Net gains and losses on financial liabilities measured at amortized cost include gains and losses from interest expenses. Net gains and losses on financial assets and financial liabilities measured at fair value through profit or loss represent changes in fair value measurement.

Interest income and expenses

Interest expense is calculated by applying the effective interest rate to the gross carrying amount of liabilities measured at amortized cost (See Note 10).

Loss allowance

The movement in the loss allowance for expected credit losses in respect to trade and other receivables during fiscal 2023 and fiscal 2024 was as follows:


	Year ended June 30,
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 instruments are immaterial.

The represented receivables are current nature against service providers with no exposure and low risk ranking from BBB to AAA, representing a low risk, with an effective loss rate of 0.00%.

Financial risk management

Mytheresa Group’s management has the overall responsibility to establish and oversee Mytheresa Group’s financial risk management. Mytheresa Group’s financial risk management policies are established to identify and analyze the risks faced by Mytheresa Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in 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 exposure to the following risks arising from financial instruments:

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates or interest rates will affect Mytheresa Group’s income or the value of its financial instruments. Mytheresa Group manages its market risk on a centralized basis with the objectives of managing and controlling market risk exposures within acceptable parameters.

●

Currency risk

Currency risks exist in particular where trade receivables, trade payables, cash and cash equivalents and planned transactions are not or will not be denominated in Euro and based on the financial currency of the subsidiaries. Mytheresa Group generates net sales in several different currencies, mostly denominated in either Euro or U.S. Dollars.

Mytheresa Group economically hedges its net foreign currency exposure at around 70%, by entering into foreign exchange hedging transactions with a maximum duration of one year. Mytheresa Group applied hedge accounting to these transactions during fiscal 2024. As of June 30, 2024 and 2023, Mytheresa Group has no derivatives outstanding.

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The following tables show the impact to profit or loss if the foreign currencies would increase or decrease against the Euro (foreign exchange sensitivity), based on the exposures in GBP and U.S. Dollars as of the reporting date.


	FX Sensitivity for USD
	Year ended June 30,
	2023		2024
	€ appreciation	€ depreciation	€ appreciation	€ depreciation
in € thousands	+10%	-10%	+10%	-10%
€ Sensitivity	(260)	318	275	(336)


	FX Sensitivity for GBP
	Year ended June 30,
	2023		2024
	€ appreciation	€ depreciation	€ appreciation	€ depreciation
in € thousands	+10%	-10%	+10%	-10%
€ Sensitivity	33	(40)	414	(505)

●

Interest rate risk

The fair value of our cash and cash equivalents that were held primarily in cash deposits would not be significantly affected by either an increase or decrease in interest rates due to the short-term nature of these instruments. We do not expect that interest rates will have a material impact on our results of operations as the financing is completely based on EUR interest rates. Interest expense under our Revolving Credit Facilities is historically immaterial.

Liquidity risk

Liquidity risk is the risk that Mytheresa Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. Mytheresa Group monitors the level of expected cash inflows on trade and other receivables together with expected cash outflows on trade and other payables to ensure that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or creating other risks. Cash inflow from trade receivables are received usually within one week. Mid-to long-term payment terms with suppliers compensate for risks arising from financing of inventories.

Mytheresa Group has a revolving credit facility in place to balance monthly cash flow volatility. No funds were drawn as of June 30th, 2024 from the €75 million facility. The following table details undiscounted contractually agreed future cash outflows from financial liabilities.

Maturity analysis of financial liabilities as of June 30, 2023:


	Year ended June 30, 2023
					Carrying
in € thousands	<1 year	1 – 5 years	> 5 years	Total	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 financial liabilities as of June 30, 2024:


	Year ended June 30, 2024
					Carrying
in € thousands	<1 year	1 – 5 years	> 5 years	Total	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

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Credit risk

Credit risk is the risk of financial 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 exposure to credit risk is limited, as the goods are not delivered until payment by the customer has been confirmed. Trade receivables are only generated via online and in-store sales, where customers pay the invoice amount by credit card or a comparable payment method. Due to these advanced payments, Mytheresa Group does not face significant credit risk related to its customers. Mytheresa Group also has no significant credit risk towards credit card companies, which only act as intermediaries for customer payment transactions. However, credit risk might occur in case of credit card fraud. Mytheresa Group has a team within its finance function, which is in charge of detecting early stage credit card fraud. Credit card fraud is considered objective evidence of impairment for which Mytheresa Group recognizes lifetime ECL.

Mytheresa Group is exposed to credit risk on cash and cash equivalents, which it monitors centrally. Mytheresa Group maintains its cash deposits at financial institutions with top credit ratings. The creditworthiness of these financial institutions is constantly monitored. Mytheresa Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of these financial institutions. The loss allowance is immaterial.

The following table provides the gross carrying amounts of cash and cash equivalents by ratings as of June 30, 2023 and 2024:


	Year ended June 30,
in € thousands	2023	2024
Rating Class 1	26,204	9,696
Rating Class 2	2,241	2,528
Rating Class 3	1,691	2,883

Rating Class 1 reflects financial institutions based in the European Union; Rating Class 2 are financial institutions, with a bank license e.g. PayPal; Class 3 positions with cash held on hand and financial institutions outside the European Union.

The movement in the loss allowance for expected credit losses in respect to trade and other receivables was €0 thousand in fiscal 2024 and fiscal 2023. Default risks from other financial instruments are immaterial.

Capital risk management

Mytheresa Group’s objective when managing capital is to safeguard Mytheresa Group’s ability to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Mytheresa Group is not subject to any externally imposed capital requirements.

F-45

Table of Contents

30. Notes to the consolidated statement of cash flows


	Liabilities from financing activities
	Liabilities to
(in € thousands)	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 July 1, 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 June 30, 2022	—	22,007	22,007


	Liabilities from financing activities
	Liabilities to
(in € thousands)	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 July 1, 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 June 30, 2023	—	57,672	57,672


	Liabilities from financing activities
	Liabilities to
(in € thousands)	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 July 1, 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 June 30, 2024	—	49,765	49,765

As of June 30, 2024 Mytheresa, Group cash equivalent balances are available for use.

F-46

		Incorporated by Reference
Exhibit No.	Description of Exhibit	Form & Filing Date	No.	File Number	Provided Herewith
1.1	Amended and Restated Memorandum and Articles of Association of the Registrant.	F-1/A 01/12/2021	3.1	333-251765
1.2	Rules of Procedure of the Supervisory Board of the Registrant.	F-1/A 01/12/2021	3.2	333-251765
1.3	Rules of Procedure of the Management Board of the Registrant.	F-1/A 01/12/2021	3.3	333-251765
2.1	Form of Deposit Agreement among the Registrant, the depositary and holders and beneficial owners of American Depositary Shares issued thereunder.	F-1/A 01/12/2021	4.1	333-251765
2.2	Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.1).	F-1/A 01/12/2021	4.2	333-251765
4.1	MYT Netherlands Parent B.V. Amended and Restated 2023 Omnibus Incentive Compensation Plan.				X
4.2	Form of Restoration Grant Award Agreement	20-F 10/15/2021	4.2	001-39880
4.3	Form of Alignment Grant Award Agreement	20-F 10/15/2021	4.3	001-39880
4.4	Form of Restricted Stock Award Agreement	20-F 10/15/2021	4.4	001-39880
4.5	Form of Restricted Stock Unit Award Agreement	20-F	4.5	001-39880
4.6	Form of Restricted Stock Unit/Performance Stock Unit Award Agreement	20-F	4.6	001-39880
4.7	Form of Share Option Award Agreement	20-F	4.7	001-39880
4.8	MYT Netherlands Parent B.V. Employee Stock Purchase Plan	S-8 05/26/2023	4.2	333-272241
4.9	Form of Managing Director Service Contract				X
8.1	List of Subsidiaries				X
11.1	Policy on Insider Trading				X
12.1	Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
12.2	Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
13.1	Certification by Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
15.1	Consent of KPMG AG Wirtschaftsprüfungsgesellschaft, independent registered public accounting firm				X
97	Executive Officer Incentive Compensation Recovery Policy				X
101.INS	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document				X
101.SCH	Inline XBRL Taxonomy Extension Schema				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase				X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase				X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase				X
104	Cover page interactive data (formatted as Inline XBRL and contained in Exhibit 101)				X

	By:	/s/ Michael Kliger
		Name: Michael Kliger
		Title: Chief Executive Officer

財務和其他資料的列報		4
關於前瞻性陳述的特別說明		6
風險因素摘要		8
第一部分		9
第1項：董事、高級管理人員和顧問的身份		9
第2項：報價統計數據和預期時間表		9
第3項：關鍵信息		9
第4項：公司信息		45
第4A項：未解決的員工評論		55
第5項：運營和財務審查及前景		56
項目6.董事、高級管理人員和僱員		74
第7項：大股東及關聯交易		89
項目8.財務信息		91
項目9.報價和清單		92
項目10.補充信息		92
項目11.市場風險的定量和定性披露		109
第12項.除股權證券外的證券說明		110
第二部分		111
項目13.拖欠股息和拖欠股息		111
項目14.對擔保持有人權利的實質性修改和收益的使用		111
項目15.控制和程序		111
項目16A。審計委員會財務專家		112
項目16B。道德守則		112
項目16C。首席會計師費用及服務		112
項目16D。對審計委員會的上市標準的豁免		112
項目16E。發行人及關聯購買人購買股權證券		112
項目16F。更改註冊人的認證會計師		112
項目16G。公司治理		113
第16H項。煤礦安全信息披露		115
項目16I。關於妨礙檢查的外國司法管轄區的披露		115
項目16J。內幕交易政策		115
項目16K。網絡安全		115
第三部分		117
項目17.財務報表		117
項目18.財務報表		117
項目19.展品		118
簽名		119
合併財務報表索引		F-1


		Page
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 1021)		F-2
Consolidated Statement of Profit or Loss and Comprehensive Income		F-3
Consolidated Statement of Financial Position		F-4
Consolidated Statement of Changes in Equity		F-5
Consolidated Statement of Cash Flows		F-6
Notes to the Consolidated Financial Statements		F-7