ANSWEAR.COM S.A.: Ustalenie przez Radę Nadzorczą Spółki liczby akcji, listy uczestników oraz warunków nabycia akcji w trzecim roku realizacji programu motywacyjnego

The Management Board of Answear.com SA with its seats
in Kraków Aleja Pokoju 18, 31-564 Kraków, entered into the register of
entrepreneurs of the National Court Register at the District Court for
Kraków-Śródmieście in Kraków, XI Commercial Division of the National
Court Register under the number KRS: 0000816066 (“Company”), announces
that on March 22, 2022, the Supervisory Board of the Company, acting
pursuant to the Regulations of the Incentive Program adopted by
Resolution No. 4/07/2020 of the Supervisory Board of the Company of July
15, 2020 (hereinafter: ” Regulations of the Incentive Program “),
amended by the resolution of the Supervisory Board No. 3/09/2020 of
September 4, 2020 on the amendment of the provisions of the Regulations
of the Incentive Program for employees and associates of the Company and
establishing a uniform text of the Regulations of the Incentive Program
for employees and associates of the Company, adopted the following
resolutions related to the implementation of the Incentive Program
(hereinafter: “Incentive Program”) in 2022:

1. Resolution No. 3/03/2022 on the determination of
the number of shares that may be granted to the Incentive Program
Participants in the third year of the program implementation (i.e. in
2022) – pursuant to § 6 sec. 4 of the Regulations of the Incentive
Scheme, the Supervisory Board decided to allocate 166,935 (say: one
hundred and sixty-six thousand nine hundred and forty-five) Shares to
the Participants of the Incentive Scheme in 2022.

2. Resolution No. 4/03/2022 on the approval of the
list of Incentive Program Participants proposed by the Management Board.

3. Resolution No. 5/03/2022 on the determination of
the target result and the additional condition for the acquisition of
the Company’s shares in 2022 under the Incentive Program, according to
which the Supervisory Board consented to the Management Board setting
the result target for the year 2022 being EBITDA ratio at the level of
42,000,000.00 (in words: forty two million) zloty (“Result Objective”),
provided that achieving the Result Objective would entitle to acquire no
more than 50% of the shares granted to the Participants. Pursuant to § 5
sec. 5 of the Incentive Scheme Regulations, the Supervisory Board
established an additional condition for taking up no more than 50% of
the shares granted to individual Participants of the Incentive Program
subject to the condition that the Company’s on-line sales would achieve
an amount of PLN 900,000,000.00 (say: nine hundred million zloty). The
shares would be acquired subject to the percentage thresholds indicated
in the Incentive Program Regulations.

On-line sales means sales invoiced during the period
including sales based on commission agreements with suppliers expressed
in its full price (net value) paid by customer. On-line sales include
also revenues from fee for shipments paid by customer for orders below
the free delivery threshold.

The EBITDA ratio (operating profit plus depreciation
and amortisation) does not include the cost of valuation of the
Incentive Program for the Company’s employees and associates.

Management Board Answear.com S.A. would like to
emphasize that the Incentive Program has been implemented in order to
create a mechanism motivating members of the Management Board and its
key employees and associates to take actions ensuring long-term growth
of the Company’s value, stabilization of the management staff of the
Company, creating transparent conditions for additional remuneration of
employees and associates of the Company for their contribution to the
increase of the Company’s valuation, including, in particular,
increasing its revenues and profits, and, consequently, increasing the
value of the Company’s shares and value for shareholders.

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