As filed with the Securities and Exchange Commission on May 26, 2023

Registration No. 333-         

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

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

 

Not Applicable
(Translation of Registrant’s Name into English)

 

 

  The Netherlands
(State or other jurisdiction of
incorporation or organization)		     5961
(Primary Standard Industrial
Classification Code Number)		     Not Applicable
(I.R.S. Employer
Identification No.)		  

 

Einsteinring 9
85609 Aschheim/Munich
Germany
+49 89 127695-614
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

MYT Netherlands Parent B.V. Employee Stock Purchase Plan
(Full title of the plan)

 

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

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

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

 

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

 

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

 

 

 

 

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

ITEM 1. PLAN INFORMATION.

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the MYT Netherlands Parent B.V. Employee Stock Purchase Plan (the “Plan”) covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

 

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

 

As noted above, the documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified under Rule 428(b)(1) under the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents, which the Registrant previously filed with, or furnished to, the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

 

(a)                The Registrant’s latest annual report on Form 20-F filed with the Commission on September 15, 2022 including all amendments and exhibits thereto (File No. 001-39880) (the “20-F Annual Report”);

 

(b)                The Registrant’s current report on Form 6-K filed with the Commission on May 10, 2023 (File No. 001-39880) (only with respect to Exhibit 99.1 thereto);

 

(c)                The description of the Registrant’s ordinary shares ADSs contained in the Registrant’s registration statement on Form 8-A filed with the Commission on January 12, 2021 (File No. 001-39880), together with any amendment thereto filed with the Commission for the purpose of updating such description.

 

All reports and other documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, and any Form 6-K submitted during such period (or portion thereof) that is identified in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.

 

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

 

ITEM 4. DESCRIPTION OF SECURITIES.

 

Not applicable.

 

 

 

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

 

Not applicable.

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Pursuant to the indemnification provisions in the Company’s articles of association, we will indemnify members of our management and supervisory boards to the fullest extent permitted by law against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.

 

There shall be no entitlement to indemnification or reimbursement if and to the extent such person

 

(i)       shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to the company, unless and only to the extent that the court, or, in the case of arbitration, the arbitrator, having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court, or, in the case of arbitration, the arbitrator, having appropriate jurisdiction shall deem proper; or

 

(ii)      has been covered for the costs or financial loss by an insurance and the insurer has paid out, without reservation, the costs or financial loss.

 

If and to the extent that it has been established by a Dutch court or, in the event of arbitration, an arbitrator in a final and conclusive decision that the person concerned is not entitled to reimbursement as referred to above, he or she shall immediately repay the amount reimbursed by the company.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

ITEM 8. EXHIBITS.

 

The following exhibits are filed with or incorporated by reference into this Registration Statement (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K).

 

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

 

* Filed herewith.

 

 

 

 

ITEM 9. UNDERTAKINGS.

 

(a)          The undersigned Registrant hereby undertakes:

 

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

 

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

 

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

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that: paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

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

 

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

 

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

 

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

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Munich, Germany on May 26, 2023.

 

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

 

POWER OF ATTORNEY

 

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

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on May 26, 2023 in the capacities indicated:

 

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

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of MYT Netherlands Parent B.V. has signed this Registration Statement on May 26, 2023.

 

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

 

EXHIBIT INDEX

 

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

 

* Filed herewith.

 

 

 

Exhibit 4.2

 

 

MYT Netherlands Parent B.V.

 

Employee Stock Purchase Plan

 

 

 

 

MYTHERESA – Employee Share Purchase Plan

 

Table of contents

 

1.Objective of the match share plan / preamble 3
  
2.MYTHERESA SHARES 3
  
3.Administration 3
  
4.PARTICIPANTS 4
  
5.Principles of participation 5
  
6.Investment and matching shares 5
  
7.Sale/Purchase of Shares and Blackout Period 6
  
8.Reinvestment of dividends 6
  
9.Voluntary participation, right to terminate employment, reservation of voluntary status 6
  
10.Taxes, social security contributions and other costs 7
  
11.Exceptional circumstances 7
  
12.Termination of the employment relationship 7
  
13.Regulation in exceptional cases 7
  
14.External administration 8
  
a)14.1 Services and support 8
  
b)14.2 Replacement of the Provider 8
  
c)14.3 Termination of services 8
  
d)14.4 Limitation of liability 8
  
15.Information to PARTICIPANTS concerning their MYTHERESA SHARES 9
  
16.Change of control 9
  
17.Reduction or repayment of the MATCH 10
  
18.Costs 11
  
19.Data protection 11
  
20.Miscellaneous provisions/Severability clause 11
  
21.Applicable Law and Jurisdiction 11
  
22.Effective date 12

 

 

 

 

MYTHERESA – Employee Share Purchase Plan

 

Overview of the relevant contracting parties in the following plan conditions:

 

MYT Netherlands Parent B.V.: MYT Netherlands Parent B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat in Amsterdam, the Netherlands, with its office address at Einsteinring 9, 85609 Aschheim, Federal Republic of Germany and registered with the Trade Register held by the Chamber of Commerce in the Netherlands under number 74988441 («mytheresa») and is listed on the New York Stock Exchange.

 

Plan participant: Person eligible to participate in the plan (Chapter 4) («participant»).

 

Provider: External assets manager who is responsible for the external administration and the management of the share plan («provider»).

 

1.Objective of the match share plan / preamble

 

The objective of the Employee Share Purchase Plan («plan») is to allow employees to participate in the growth of the company and to promote long-term corporate engagement by offering eligible employees (defined in Section 4) the opportunity to purchase American Depositary Shares representing shares in the capital of mytheresa («mytheresa shares») at a discount under the terms of these plan conditions. Under the plan, unless otherwise determined by the administrator (as defined in Section 3) prior to the close of an offer period (as defined in Section 5), participants can elect to buy shares in mytheresa in annual tranches relative to the price on the stock exchange. mytheresa will also provide a fixed match of shares («match») relative to the employee's election. The terms of the match and an exemplary calculation are provided in Section 6. Out of this total net amount, mytheresa shares are transferred to an external provider and allocated to the participant. The following provisions contain the design of the plan. The plan may be supplemented or amended from time to time by applicable local adjustments or ad hoc changes.

 

2.mytheresa shares

 

The mytheresa shares subject to this plan are American Depositary Shares that represent ordinary shares in the capital of mytheresa, which ordinary shares have a nominal value of EUR 0.000015 each. The mytheresa shares are traded at the New York Stock Exchange (or any successor system), each granting the holder the right to instruct the depositary how to vote the underlying ordinary shares during the annual general meeting assembly. mytheresa will issue new mytheresa shares to the participants.

 

3.Administration

 

Unless otherwise specified in the plan, the management board of mytheresa («administrator») will have full power and authority to administer the plan, including, without limitation, the authority to (i) construe, interpret, reconcile any inconsistency in, correct any default in and supply any omission in, and apply the terms of the plan and any enrollment form or other instrument or agreement relating to the plan, (ii) determine eligibility and adjudicate all disputed claims filed under the plan, including which mytheresa subsidiaries and affiliates will be designated subsidiaries participating in an Offer period (as defined in Section 5), (iii) determine the terms and conditions of any right to purchase mytheresa shares under the plan, (iv) establish, amend, suspend or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the plan, (v) amend an outstanding right to purchase mytheresa shares under the plan, provided that the amended right otherwise conforms to the terms of the plan, (vi) the geographical scope of each offering, (vii) the maximum volume of the offer and, where appropriate, any country-specific restrictions within that limit, and (vii) make any other determination and take any other action that the administrator deems necessary or desirable for the administration of the plan including, without limitation, the adoption of such any rules, procedures, agreements, appendices, or sub-plans as are necessary or appropriate to permit the participation in the plan.

 

3

 

 

MYTHERESA – Employee Share Purchase Plan

 

The administrator also has the authority to establish a different duration for the offer period (as defined in Section 5), different commencement or ending dates for such offer periods, the date after which no more participation decisions from the participant are accepted, and a different match with respect to future Offer periods without shareholder approval if such change is announced prior to the scheduled beginning of the first offer period (as defined in Section 5 to be affected thereafter.

 

All determinations by the administrator in carrying out and administering the plan and in construing and interpreting the plan and any enrollment form or other instrument or agreement relating to the plan will be made in the administrator’s sole discretion and will be final, binding and conclusive for all purposes and upon all interested persons.

 

To the extent not prohibited by applicable law, the administrator may, from time to time, delegate some or all of its authority under the plan to a subcommittee or subcommittees, or other persons or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after the time of the delegation.

 

mytheresa shares subject to this plan can be administered by an external equity provider («provider») appointed by mytheresa. Each participant is obliged to accept the contractual documents of the responsible provider. By participating in the plan, each participant will be deemed to have authorized the establishment of a brokerage account on his or her behalf through the provider appointed by mytheresa.

 

4.participants

 

Eligible for the plan are all employees of mytheresa (or any of its subsidiaries) at all designated subsidiaries (subject to the following) who:

 

§are in an employment relationship with mytheresa (or any of its subsidiaries)

 

§have been employees of mytheresa for at least six months prior to the commencement of an offer period (as defined in Section 5)

 

§are employed by a designated subsidiary

 

Eligibility for the plan is an individual right of a participant which cannot be transferred. Each employee participates in the plan on a voluntary basis.

 

Employees may be excluded from participation in the plan or may be denied the match if the administrator has determined, in its sole discretion, that participation of such eligible employee(s) is not advisable or practicable. This restriction on participation is at the reasonable discretion of mytheresa. If necessary for legal or tax reasons (e.g. for the purpose of tax optimization), the group of Participants may be further defined (including limitation of eligibility) at the local level. Unless otherwise determined by the administrator, in its discretion, members of the mytheresa Board of Directors and mytheresa corporate officers will not be eligible to participate in the plan.

 

4

 

 

MYTHERESA – Employee Share Purchase Plan

 

5.Principles of participation

 

Participation is possible during the annual «offer period» (subject to the plan being established by mytheresa in the respective year). The offer period defines the time period in which the employees can decide to participate and select the associated investment. Unless otherwise provided by the administrator, the offer period will usually take place in the months of May and June. A deviation to this is possible on an annual basis (e.g. due to administrative necessity) and will be communicated to the employees in due course.

 

Participation in the plan is possible through a one-time investment made through a single payroll deduction. For the first offer period, regular participation in the plan will be offered between May 29th and June 9th, 2023. A mid-year participation is not possible.

 

Defined one-time investment – In the context of the share offer, the participant may invest a specific one-time amount for the acquisition of Mytheresa Shares during the Offer period («One-Time Investment Amount»). The investment decision is made by the participant by signing up for an account and selecting the one-time individual investment amount. The One-Time Investment Amount cannot exceed the individual's net pay amount. In the event the One-Time Investment Amount exceeds the individual's net pay amount, the individual's participation will be cancelled.

 

Mytheresa will withhold the one-time investment amount defined by the Participant from the Participant's net salary (the amount is deducted from the payroll).

 

Subsequently, on a day specified by the administrator, as soon as practicable after the one-time investment amount is deducted from the payroll, mytheresa will issue the relevant number of mytheresa Shares.

 

Subject to applicable law, no interest will be paid on the One-Time Investment amount.

 

6.Investment and matching shares

 

mytheresa grants a fixed match of 1/3 of the one-time investment amount (1 matching share for 3 investment shares). Countries may deviate downwards from this match amount if it provides tax or regulatory advantages. The match calculation is based on the One-time Investment Amount and will be determined by the administrator at prior to the issuance of the mytheresa Shares. A maximum principle is applied to the total investment. This means that mytheresa increases the number of mytheresa Shares by the match amount. The mytheresa Shares are thus issued at a total net issue price composed of the one-time Investment Amount of the participant (individual investment amount) and the match granted by mytheresa (match amount).

 

As the stock price of the mytheresa shares is quoted in USD, mytheresa will issue the shares at an issue price in USD. In case of deviating currencies, the defined EUR amount serves as the basis and currency translation is carried out on the basis of the bank rate from operational processing. mytheresa and any subsidiaries and affiliates are not liable for any foreign exchange rate fluctuation between the participant's local currency and the USD or EUR that may affect the value of the One-Time Investment Amount, proceeds transferred in relation to the One-Time Investment Amount or the subsequent sale of any mytheresa shares.

 

The number of shares issued will be based on the fair market value of the mytheresa shares. fair market value means, as of the last day of the Offer Period, (i) the closing sales price for the mytheresa shares as quoted on the New York Stock Exchange or, if no sale occurred on such date, the closing price reported for the first trading day immediately prior to such date during which a sale occurred; or (ii) if the mytheresa shares are not traded on an exchange but are regularly quoted on a national market or other quotation system, the closing sales price on the last day of the Offer Period as quoted on such market or system, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported; or (iii) in the absence of an established market for the mytheresa shares of the type described in (i) or (ii) of this Section, the fair market value established by the administrator acting in good faith.

 

5

 

 

MYTHERESA – Employee Share Purchase Plan

 

Example calculation:

 

If, for example, the participant invests EUR 1,000 in the plan, mytheresa will grant an additional match value of EUR 333,33 on this amount and mytheresa will issue mytheresa shares worth EUR 1,333,33 to the participant. As a result, the participant can acquire the mytheresa shares at a reduced price per share.

 

The potential upper limit for the annual investment volume («Annual Maximum Investment Amount») is EUR 5,000. The individual upper limit might be lower in order to ensure that, after the investment, a sufficient amount of the individual monthly (country-specific) gross base salary remains on the payroll of the participant. The individual maximum amount will be defined based on the last payroll prior to the investment. The annual minimum amount is EUR 100.

 

7.Sale/Purchase of Shares and Blackout Period

 

The purchase or sale of mytheresa shares by employees remains subject to the mytheresa insider trading policy, which may prohibit investment elections or sales of mytheresa shares by participants during blackout periods.

 

8.Reinvestment of dividends

 

Subject to applicable law, dividends and other distributions made to the holders of mytheresa Shares will be credited to the participant. The provider shall invest the net amount of such dividends and other distributions on behalf of the relevant participant in Mytheresa Shares as soon as possible after receipt of the relevant amounts. No match is granted on the reinvested dividends. In the event that applicable law makes it impossible or implausible to issue dividends or other distributions, the administrator, in its sole discretion, may determine that distributions will not be made.

 

9.Voluntary participation, right to terminate employment, reservation of voluntary status

 

Participation in the plan is voluntary for the employees. The acquisition of mytheresa shares under the plan does not entitle the participant to take up or continue employment with mytheresa. Nor shall such acquisition in any way impair the right of the participant or of mytheresa to terminate the employment relationship in accordance with the contractual or legal regulations. A person's decision not to participate in the share plan or not to keep the shares purchased in safe deposits shall not affect that person's employment with mytheresa or any claims in connection with such employment.

 

6

 

 

MYTHERESA – Employee Share Purchase Plan

 

mytheresa decides each year whether to continue the Plan or not. This is a voluntary benefit provided by mytheresa which may be terminated at any time. There is no entitlement to continuation nor to participation in the Plan, nor does such an entitlement arise from - if applicable - continued participation in the Plan.

 

The benefits received by a participant under the Plan shall not be taken into account for the purpose of calculating severance payments, resignation payments, end of service payments, termination payments, bonuses, holiday pay, long-service awards, pension, welfare or retirement benefits or similar payments.

 

10.Taxes, social security contributions and other costs

 

All amounts paid out or monetary benefits (e.g. granting match amounts) are in principle gross amounts. mytheresa is obliged to make the legally required deductions related to any income tax withholding, social insurance, payroll tax, payment on account or other tax-related items «tax-related items». In their sole discretion, and except as otherwise determined by the administrator, mytheresa or the designated company that employs the participant may satisfy any obligations related to tax-related items by (a) withholding from the participant’s wages or other compensation, (b) withholding a sufficient whole number of mytheresa shares otherwise issuable following having an aggregate fair market value sufficient to pay the tax-related items required to be withheld with respect to the mytheresa shares, or (c) withholding from proceeds from the sale of mytheresa shares to be issued, either through a voluntary sale or a mandatory sale arranged by mytheresa. mytheresa shall be entitled to withhold shortfalls from subsequent salary payments to the participant if a) the retention of salary and other outstanding payments to the participant cannot be settled or is not sufficient to cover the lump-sum deduction (i.e. the amount of which corresponds to the tax-related items expected to be owed by the participant), and b) the Participant in question does not pay these amounts at the request of mytheresa. Each participant is responsible for the proper tax declaration and the corresponding payments in accordance with the relevant legislation.

 

11.Exceptional circumstances

 

If, based on a reasonable assessment by mytheresa, exceptional circumstances (e.g. share splits or the exchange of shares) affect the company or the shares in mytheresa to such an extent that an adjustment is necessary, mytheresa may adjust the applicable conditions at its own discretion and in the manner, it deems fair and equitable.

 

12.Termination of the employment relationship

 

In the event of termination of employment, the above provisions shall remain in effect. Subject to the provisions of Chapter 15, termination of employment shall exclude the participant from further participation in the plan. Within 6 months after termination of the employment relationship, the participant has the option to sell or transfer the shares acquired under the plan.

 

13.Regulation in exceptional cases

 

Temporary inability to work as a result of illness/accident as well as other paid and unpaid temporary leave (parental leave, unpaid leave, sabbatical, etc.) do not result in any change. Unless precluded by applicable law, as soon as the regular payment of wages to the participant ends, the participant is obliged to transfer the corresponding amounts to mytheresa in accordance with the investment decision. If the participant fails to transfer the appropriate amounts to mytheresa in a timely manner, the participant will be excluded from the plan. As soon as the grant period of the mytheresa Sickness Subsidy of the respective participant is exceeded, the Participant's eligibility to participate in the plan expires.

 

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MYTHERESA – Employee Share Purchase Plan

 

In the case of expatriates (expat) and multi-country cases, individual examinations are carried out.

 

14.External administration

 

14.1 Services and support

 

mytheresa has an agreement with an external Provider for the administration of this Plan. The Provider delivers the trust and custodial services required for the implementation of this Plan regarding the mytheresa shares of the Participants within the framework of the Plan («Service Agreement»).

 

14.2 Replacement of the Provider

 

mytheresa is entitled, but not obliged, at its own discretion to choose a replacement or successor provider («substitute provider») instead of the previous provider.

 

If not stated otherwise in these plan conditions, in the event that the service agreement with the provider terminates or the relevant provider ceases to provide essential services to all or certain groups of participants, the following shall apply:

 

If mytheresa has named a substitute provider, the participant concerned shall use the services of the substitute provider going forward and the claims of the participant concerned shall remain unaffected, presumed that the participant concerned cooperates in a reasonable manner so that the substitute provider can provide them with appropriate services. In particular, they shall make any declarations necessary for the provider's change (or not object to the change of provider). This may include approving a new trust and/or depositary contract and the transfer of mytheresa shares to a new custody account. Such declarations don’t need to be explicitly made unless it is legally required or otherwise determined by mytheresa, the Provider or the Substitute Provider.

 

14.3 Termination of services

 

Unless mytheresa designates a Substitute Provider in a timely manner to ensure that administrative services are continuously available to the affected participants, mytheresa reserves the right to terminate the current tranche and any earlier tranches for the affected Participants.

 

14.4 Limitation of liability

 

Apart from the provisions of Sections 14.2 and 14.3, mytheresa shall not be liable to the Participants for the consequences of the termination of the service contract or the discontinuation of services by the respective Provider.

 

The additional conditions agreed with the corresponding external Provider continue to apply. For example, all shares acquired by a participant within the framework of the plan will be transferred in accordance with the Trust and Depositary Contract between each participant and the provider to a collective share deposit in the name of the provider («safe deposit») and shall be held in custody and administered by the Provider. The Trust and Depositary Contract between the respective Participant and the Provider is entered into when the Participant places an order during the relevant Offer Period and thereby declares his agreement with the Plan conditions and the provisions of the Trust and Depositary Contract.

 

8

 

 

MYTHERESA – Employee Share Purchase Plan

 

The Trust and Depositary Contract governs both the receipt and, where applicable, the holding or administration of distributions, securities or rights allocated to mytheresa participants in respect of their shares and other payments or other property received by the provider on behalf of the respective Participant in the course of the trust relationship. Dividends are necessarily reinvested by the Provider.

 

15.Information to Participants concerning their mytheresa Shares

 

In principle, each Participant receives an electronic custody account statement for his share portfolio from the Provider and a transaction confirmation after completion of the transaction. Each Participant must inform mytheresa and the Provider of any change of address and contact information with regard to all messages sent to him by post or electronic message (e-mail).

 

16.Change of control

 

In the event of a Change in Control the Plan can be terminated prematurely by mytheresa. Change in Control means the occurrence of any of the following events:

 

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

 

(b)            any “person” (as such term is defined in Section 3(a)(9) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities eligible to vote for the election of the Supervisory Board (“Company Voting Securities”); provided, that the event described in this paragraph (a) will not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of Company Voting Securities: (A) by the Company or any of its Affiliates, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, (C) by any Affiliate of either Ares Management, L.P. or CPP Investment Board (USRE) Inc (each, a “Sponsor”); (D) by any Dutch foundation (stichting) pursuant to a call option authorized by the shareholders of the Company or pursuant to the conversion of any preference shares issued upon exercise thereof; (E) by any underwriter temporarily holding securities pursuant to an offering of such securities or (F) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) of this definition);

 

9

 

 

MYTHERESA – Employee Share Purchase Plan

 

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

 

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

 

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

 

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

 

17.Reduction or repayment of the Match

 

mytheresa may, at its reasonable discretion, in the case of

 

§a serious breach of the code of conduct applicable at Mytheresa and/or the personnel regulations as amended, by the Participant, or

 

§grossly negligent conduct by the Participant in the context of work or material breaches of the Participant's duty of care and loyalty,

 

reclaim all or part of the match granted to the Participant for the financial year in which the serious breach occurred. The discretionary decision to be made by mytheresa considers the seriousness of the offence and the degree of fault of the Participant. Any reduction decision may only be made by the mytheresa within six months of the date on which mytheresa became aware of the facts relevant to the reduction decision, and in any case not later than three years after the occurrence of the violation. Before any decision by mytheresa is taken the Participant must be given the opportunity to be heard and state his/her cause in the matter.

 

10

 

 

MYTHERESA – Employee Share Purchase Plan

 

18.Costs

 

mytheresa shall bear, in respect of its participants, all costs incurred in connection with the administration of the custody account under this plan and the general administration of this plan. Costs not incurred in connection with participation in the plan (sale and transfer of shares) shall be borne by the participant.

 

Costs to be borne by the Participant (and invoiced by the Provider in accordance with the provisions of the Trust and Depositary Contract) shall be deducted from the proceeds of the sale before the corresponding cash amount is transferred to the participant. In case no proceeds occur, the costs shall be reimbursed to the provider by the participant.

 

19.Data protection

 

Information concerning the processing of the Participant's personal data in connection with the Plan, and the Participant's rights in respect thereof, are covered in the terms & conditions of the provider.

 

20.Miscellaneous provisions/Severability clause

 

Should individual provisions of this Plan be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision or in order to close any gap that may arise, a valid, suitable additional provision shall be inserted which reflects the interests of the parties as far as possible.

 

Amendments and supplements to this Plan and all agreements to be concluded in connection with this Plan must be made in writing. The same shall apply to any changes to this written form requirement.

 

The version of the original English text is binding. In the event of deviations from the version of this Plan in a language other than English, it should be noted that the text in the other language is for information purposes only. The version of the original English text shall prevail for interpretations.

 

21.Applicable Law and Jurisdiction

 

Without prejudice to the mandatory provisions of the law applicable to local working conditions, the Plan shall be governed by and construed in accordance with the substantive provisions of Dutch law, without reference to the principles of conflict of laws.

 

All disputes arising out of or in connection with the Plan shall be settled exclusively by the competent courts in Munich, Germany.

 

22.Effective date

 

The regulations of the Plan begin on 1st May 2023.

 

11

 

 

MYTHERESA – Employee Share Purchase Plan

 

Munich, 1st May 2023

 

Michael Kliger Dr. Martin Beer
   
Chief Executive Officer Chief Financial Officer

 

12

 

 

MYTHERESA – Employee Share Purchase Plan

 

APPENDIX A

 

MYTHERESA

 

EMPLOYEE STOCK PURCHASE PLAN

 

PARTICIPATING COUNTRIES

 

Affiliates in the following countries shall be considered designated subsidiaries for the purposes of the Plan

 

Germany

 

Hong Kong

 

Italy

 

Spain

 

United Kingdom

 

United States

 

13

 

Exhibit 5.1

 

Baker & McKenzie Amsterdam N.V.

Attorneys at law, Tax advisors

and Civil-law notaries

 

P.O. Box 2720

1000 CS Amsterdam

The Netherlands

 

Tel: +31 20 551 7555

www.bakermckenzie.nl

 

Asia

Pacific

Bangkok

Beijing

Hanoi

Ho Chi Minh City

Hong Kong

Jakarta

Kuala Lumpur

Manila

Melbourne

Shanghai

Singapore

Sydney

Taipei

Tokyo

 

Europe &

Middle East

Abu Dhabi

Almaty

Amsterdam

Antwerp

Bahrain

Baku

Barcelona

Berlin

Brussels

Budapest

Cairo

Doha

Dusseldorf

Frankfurt/ Main

Geneva

Istanbul

Kyiv

London

Luxembourg

Madrid

Milan

Munich

Paris

Prague

Riyadh

Rome

Stockholm

Vienna

Warsaw

Zurich

 

North & South

America

Bogota

Brasilia*

Buenos Aires

Caracas

Chicago

Dallas

Guadalajara

Houston

Juarez

Mexico City

Miami

Monterrey

New York

Palo Alto

Porto Alegre*

Rio de Janeiro*

San Diego

San Francisco

Santiago

Sao Paulo*

Tijuana

Toronto

Valencia

Washington, DC

 

*Associated Firm

To the Company (as defined below)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26 May 2023

 

Re: MYT Netherlands Parent B.V. – Exhibit 5.1 - Form S-8

 

Dear Addressees,

 

I.Introduction

 

We have acted as Dutch legal counsel (advocaten) to Mytheresa.com GmbH in respect of MYT Netherlands Parent B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, The Netherlands, its registered office at Einsteinring 9, 85609 Aschheim, The Federal Republic of Germany, and registered with the trade register of the Chamber of Commerce ("Chamber of Commerce", Kamer van Koophandel) under number 74988441 ("Company") in connection with a registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), filed with the Securities and Exchange Commission (the "SEC") on 28 December 2020 (Registration No. 333-251765) (as amended, the "Registration Statement"). This opinion letter is issued in connection with (i) the issuance of a certain number of newly issued shares, being issued on or about July 31, 2023, by the Company (the "First Issuance of Shares") to The Bank of New York Mellon, a New York banking corporation as depositary (the "Depositary") under the deposit agreement governed by the laws of the State of New York, dated 20 January 2021, by and among, inter alios, the Company, the Depositary and owners and holders of American Depositary Shares issued thereunder ("Deposit Agreement") and (ii) such future issuance of certain numbers of shares ("Future Issuance of Shares" and together with the First Issuance of Shares collectively referred to as "Share Issuances"). The Share Issuances are made or shall be made (as the case may be) in connection with the Employee Share Purchase Plan (as defined below) of the Company. This opinion letter is rendered to you to be filed with the SEC as an exhibit to the Registration Statement.

 

 

 

 

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

 

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

 

 

 

 

 

 

 

 

 

II.Documents

 

For the purposes of this opinion letter, we have examined and relied solely upon, originals or electronic copies of the documents as listed below, but not any documents or agreements cross-referred to in any such document ("Documents"):

 

a)a scanned copy, received by email, of the executed Deposit Agreement;

 

b)the Registration Statement;

 

c)the draft notarial deed of issue (akte van uitgifte), to be executed on or about 31 July 2023, in connection with the First Issuance of Shares, each share with a nominal value of fifteen ten-thousandth eurocent (EUR 0.000015), to be issued under the Employee Share Purchase Plan (as defined below), prepared by us with reference 20190265/48/KTA/WIT ("Deed of Issue");

 

d)the draft template notarial deed of issue of shares in connection with the Future Issuances of Shares, each share with a nominal value of fifteen ten-thousandth eurocent (EUR 0.000015), to be granted under the employee share purchase plan, prepared by us with reference 20190265/49/KTA/WIT ("Future Deed of Issue");

 

e)a scanned copy, received by email, of the executed minutes of the meeting of the board of managing directors (bestuur) of the Company ("Management Board"), held on 24 May 2023, inter alia, approving, adopting and ratifying the Employee Share Purchase Plan (as defined below);

 

f)a scanned copy, received by email, of the executed written resolutions of the general meeting (algemene vergadering) of the Company, dated 17 September 2020, inter alia, delegating the authority of the general meeting of the Company to the Management Board for a period of five years to issue shares in the share capital of the Company;

 

g)a scanned copy, received by email, of the minutes of the general meeting (algemene vergadering) of the Company, held on 27 October 2022, inter alia, approving the adoption of the Employee Share Purchase Plan;

 

h)a scanned copy, received by email, of the minutes of the meeting of the board of supervisory directors (raad van commissarissen) of the Company, held on 8 May 2023, inter alia, approving the adoption of the Employee Share Purchase Plan and any share issuance under the Employee Share Purchase Plan;

 

 

2

 

 

 

 

 

.

 

i)a draft of the written resolutions of the Management Board, to be dated on or around 31 July 2023, inter alia, resolving upon the First Issuance of Shares;

 

j)a certified online excerpt (uittreksel), dated 26 May 2023, from the trade register of the Chamber of Commerce regarding the registration of the Company with the Chamber of Commerce under number 74988441 ("Company Excerpt");

 

k)a scanned copy of the deed of incorporation (akte van oprichting) of the Company, dated 31 May 2019;

 

l)a scanned copy of the articles of association (statuten) of the Company, dated 12 January 2021, as deposited with the Chamber of Commerce and which, according to the Company Excerpt, are the articles of association of the Company in force on the date hereof and which have remained unaltered since that date ("Articles of Association"); and

 

m)a scanned copy, received by email, of the executed Dutch law governed employee share purchase plan of the Company, dated 1 May 2023 ("Employee Share Purchase Plan").

 

The documents under e) through m) are hereinafter collectively referred to as "Corporate Documents". The documents under e) through i) are hereinafter collectively referred to as "Resolutions". The shares issued under the Deed of Issue and each Future Deed of Issue are hereinafter collectively referred to as "Shares".

 

Words importing the plural include the singular and vice versa.

 

Where reference is made to the laws of The Netherlands or to The Netherlands in a geographical sense, reference is made to the laws as in effect in the part of the Kingdom of The Netherlands (Koninkrijk der Nederlanden) that is located in Europe (Europese deel van Nederland) and to the geographical part of the Kingdom of The Netherlands that is located in Europe.

 

Except as stated herein, we have not examined any documents entered into by or affecting the Company or any corporate records of the Company and have not made any other enquiries concerning the Company.

 

 

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III.Assumptions

 

In examining and describing the Documents and in giving the opinions expressed in this opinion letter, we have, to the extent necessary to form the opinions expressed in this opinion letter, with your permission, assumed the following:

 

(i)the genuineness of all signatures on all Documents of the individual purported to have placed that signature;

 

(ii)the authenticity and completeness of all documents submitted to us as originals and the conformity to originals of all conformed, copied, faxed or specimen documents and that all documents examined by us as draft or execution copy conform to the final and executed documents;

 

(iii)(A) the accuracy and completeness of the Corporate Documents and the factual matters stated, certified or evidenced thereby, (B) the Resolutions correctly reflect the resolutions recorded therein and shall have been taken or will have been taken as on the date of this opinion letter, the date of the First Deed of Issue or the date of any Future Deed of Issue (each a "Relevant Time"), as applicable, (C) any Share Issuance will have been duly authorised by all requisite corporate action required by the articles of association of the Company, applicable regulations (reglementen), assignments of duties (taakverdelingen) and by Dutch corporate law, and (D) that the Resolutions and Deposit Agreement have not been amended, superseded, repealed, rescinded or annulled, at each Relevant Time;

 

(iv)the Articles of Association are the articles of association as they will be in force at the date of the First Deed of Issue;

 

(v)the First Deed of Issue and any Future Deed of Issue will have been validly signed and executed on behalf of the Company;

 

(vi)the respective parties to the Deposit Agreement, the First Deed of Issue and any Future Deed of Issue will have entered into such documents for bona fide commercial reasons; and

 

(vii)each of the assumptions made in this opinion letter will be correct in all aspects on each Relevant Time by reference to the facts and circumstances then existing.

 

We have not investigated or verified and we do not express an opinion on the accuracy of the facts, representations and warranties as to facts set out in the Documents, and in any other document on which we have relied in giving this opinion letter and for the purpose of this opinion letter, we have assumed that such facts are correct.

 

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We do not express an opinion on matters of fact, matters of law of any jurisdiction other than The Netherlands, nor on tax, anti-trust law, insider dealing, data protection, unfair trade practices, market abuse laws, sanctions or international law, including, without limitation, the laws of the European Union, including Directive 2015/2366/EU of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market and the Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms (Bank Recovery and Resolution Directive), except to the extent the laws of the European Union (other than anti-trust and tax law) have direct force and effect in The Netherlands. No opinion is given on commercial, accounting or non-legal matters or on the ability of the parties to meet their financial or other obligations under the Documents.

 

IV.Opinion

 

Based on and subject to the foregoing (including the assumptions made above) and subject to any matters, documents or events not disclosed to us by the parties concerned and having regard to such legal considerations as we deem relevant and subject to the qualifications listed below, we are of the opinion that:

 

Corporate Status

 

1.The Company is a corporation duly incorporated and validly existing under the laws of The Netherlands as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

 

Shares

 

2.Subject to receipt by the Company of payment in full for the Shares as provided for in the First Deed of Issue or the relevant Future Deed of Issue (as applicable) and when issued and accepted in accordance with the Employee Share Purchase Plan, the Resolutions and the First Deed of Issue or the relevant Future Deed of Issue (as applicable), the Shares shall be validly issued in accordance with Dutch law and shall be fully paid and non-assessable.

 

V.Qualifications

 

The opinions expressed in this opinion letter are subject to and limited by the following qualifications:

 

(i)The opinions expressed in this opinion letter are subject to and limited by the provisions of any applicable bankruptcy, insolvency, reorganisation or moratorium laws and other laws of general application relating to or affecting generally the enforcement of creditors' rights and remedies (including the doctrine of creditors' prejudice (Actio Pauliana) within the meaning of article 3:45 of the DCC and/or article 42 et. sec. of the Dutch Bankruptcy Act), sanctions and measures pursuant to applicable export control regulations, United Nations, European Community or Netherlands sanctions, implemented, effective or sanctioned in inter alia, The Netherlands Sanction Act 1977 (Sanctiewet 1977) and the Council Regulation (EC) No 2271/96 of 22 November 1996 on protecting against the effects of the extra-territorial application of legislation adopted by a third country (Anti-Boycott Regulation).

 

 

5

 

 

 

 

 

 

 

(ii)Where the centre of a company's main interests is situated within the territory of a Member State (as defined in the EU Insolvency Regulation) but outside The Netherlands, the courts of The Netherlands will have jurisdiction to open insolvency proceedings against that company only if it possesses an establishment within the territory of The Netherlands. The effects of those proceedings will be restricted to the assets of that establishment. Where insolvency proceedings have been opened in accordance with paragraph 3(1) of the EU Insolvency Regulation, any proceedings opened subsequently in accordance with paragraph 3(2) of the EU Insolvency Regulation will be secondary insolvency proceedings. The territorial insolvency proceedings referred to in paragraph 3(2) of the EU Insolvency Regulation may only be opened prior to the opening of main insolvency proceedings in accordance with the EU Insolvency Regulation. When main insolvency proceedings are opened, the territorial insolvency proceedings will become secondary insolvency proceedings.

 

(iii)By "non-assessable" (a phrase which has no recognised meaning under the laws of The Netherlands) we mean that a holder of a Share will not by reason of merely being such a holder be subject to assessment or calls by the Company or its creditors for further payment on such Share other than payment as specifically provided under the First Deed of Issue or the relevant Future Deed of Issue (as applicable).

 

(iv)This opinion letter does not purport to express any opinion or view on the operational rules and procedures of any clearing or settlement system or agency.

 

VI.Confidentiality and Reliance

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.

 

 

6

 

 

 

 

 

 

 

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and also consent to the reference to Baker McKenzie or Baker & McKenzie Amsterdam N.V. in the Registration Statement under the caption "Legal Matters". In giving this consent we do not admit or imply that we are a person whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or any rules and regulations promulgated thereunder.

 

In issuing this opinion letter we do not assume any obligation to notify or to inform you of any developments subsequent to its date that might render its contents untrue or inaccurate in whole or in part at such time.

 

This opinion letter:

 

(a)expresses and describes Dutch legal concepts in English and not in their original Dutch terms. These concepts may not be identical to the concepts described by the English translations; consequently this opinion letter is issued and may only be relied upon on the express condition that any issues of interpretation or liability issues arising under this opinion letter will be governed by the laws of The Netherlands and exclusively be brought before a court of The Netherlands;

 

(b)speaks as of the date stated above; and

 

(c)is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated herein.

 

[Remainder of page intentionally left blank]

 

 

7

 

 

 

 

 

 

 

The opinions expressed in this opinion letter are limited in all respects to and are to be construed and interpreted in accordance with the laws of The Netherlands in force on the date of this opinion letter and as they are presently interpreted under published authoritative case law as at present in effect.

 

This opinion letter is given on behalf of Baker & McKenzie Amsterdam N.V. and not by or on behalf of Baker & McKenzie International (a Swiss Verein) or any other member thereof. In this opinion letter the expressions "we", "us", "our" and similar expressions should be construed accordingly.

 

Yours sincerely,

 

C.H. SchotK.F. Tan

 

 

8

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated September 14, 2022, with respect to the consolidated financial statements of MYT Netherlands Parent B.V. and its subsidiaries, incorporated herein by reference.

 

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

 

Munich, Germany

May 25, 2023

 

 

Exhibit 107

 

Calculation of Filing Fee Table

 

S-8

(Form Type)

 

MYT NETHERLANDS PARENT B.V.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered Securities

Security
Type		 Security Class Title Fee
Calculation
Rule		 Amount
Registered		 Proposed
Maximum
Offering
Price Per Unit		 Maximum
Aggregate
Offering
Price		 Fee Rate Amount of
Registration
Fee
 Equity Common Shares, quota value approx. €0.000015 per share(1) 457(c)
and
457(h)(2)		 543,573(3) $4.16(3) $     0.00011020 $ 249.19(4)  
Total Offering Amounts — $     — $ 249.19  
Total Fee Offsets — — — $ 0.00  
Net Fee Due —   —   — $ 249.19  

 

(1) These common shares are represented by American Depositary Shares, or ADSs, which each represent one common share. ADSs issuable upon deposit of the common share registered hereby have been registered under a separate registration statement on Form F-1 (Registration No. 333-251765).
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are calculated using the average of the $4.28 (high) and $4.03 (low) prices of the Registrant’s Common Shares as reported on the New York Stock Exchange on May 23, 2023, which date is within five business days prior to filing this Registration Statement.
(3) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional common shares that become issuable under the Registrant’s Employee Share Purchase Plan by reason of any dividend, share split or other similar transaction.
(4) Rounded up to the nearest penny.