Answear.com S.A. — Governance Information 2022

Mar 23, 2022

The Management Board of Answear.com SA with its seatsin Kraków Aleja Pokoju 18, 31-564 Kraków, entered into the register ofentrepreneurs of the National Court Register at the District Court forKraków-Śródmieście in Kraków, XI Commercial Division of the NationalCourt Register under the number KRS: 0000816066 (_quot;Company_quot;), announcesthat on March 22, 2022, the Supervisory Board of the Company, actingpursuant to the Regulations of the Incentive Program adopted byResolution No. 4/07/2020 of the Supervisory Board of the Company of July15, 2020 (hereinafter: _quot; Regulations of the Incentive Program _quot;),amended by the resolution of the Supervisory Board No. 3/09/2020 ofSeptember 4, 2020 on the amendment of the provisions of the Regulationsof the Incentive Program for employees and associates of the Company andestablishing a uniform text of the Regulations of the Incentive Programfor employees and associates of the Company, adopted the followingresolutions related to the implementation of the Incentive Program(hereinafter: _quot;Incentive Program_quot;) in 2022:

1. Resolution No. 3/03/2022 on the determination ofthe number of shares that may be granted to the Incentive ProgramParticipants in the third year of the program implementation (i.e. in2022) - pursuant to § 6 sec. 4 of the Regulations of the IncentiveScheme, the Supervisory Board decided to allocate 166,935 (say: onehundred and sixty-six thousand nine hundred and forty-five) Shares tothe Participants of the Incentive Scheme in 2022.

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

3. Resolution No. 5/03/2022 on the determination ofthe target result and the additional condition for the acquisition ofthe Company's shares in 2022 under the Incentive Program, according towhich the Supervisory Board consented to the Management Board settingthe result target for the year 2022 being EBITDA ratio at the level of42,000,000.00 (in words: forty two million) zloty (_quot;Result Objective_quot;),provided that achieving the Result Objective would entitle to acquire nomore than 50% of the shares granted to the Participants. Pursuant to § 5sec. 5 of the Incentive Scheme Regulations, the Supervisory Boardestablished an additional condition for taking up no more than 50% ofthe shares granted to individual Participants of the Incentive Programsubject to the condition that the Company's on-line sales would achievean amount of PLN 900,000,000.00 (say: nine hundred million zloty). Theshares would be acquired subject to the percentage thresholds indicatedin the Incentive Program Regulations.

On-line sales means sales invoiced during the periodincluding sales based on commission agreements with suppliers expressedin its full price (net value) paid by customer. On-line sales includealso revenues from fee for shipments paid by customer for orders belowthe free delivery threshold.

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

Management Board Answear.com S.A. would like toemphasize that the Incentive Program has been implemented in order tocreate a mechanism motivating members of the Management Board and itskey employees and associates to take actions ensuring long-term growthof the Company's value, stabilization of the management staff of theCompany, creating transparent conditions for additional remuneration ofemployees and associates of the Company for their contribution to theincrease of the Company's valuation, including, in particular,increasing its revenues and profits, and, consequently, increasing thevalue of the Company's shares and value for shareholders.