Determination by the Company's Supervisory Board of the number of shares, list of participants and terms and conditions of acquiring shares in the third year of the incentive scheme
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 resulting 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 mean sales invoiced during the period including sales based on commission agreements with suppliers expressed in the full price (net value) paid by the customer. On-line sales include also revenues from fees for shipments paid by customers for orders below the free delivery threshold.
The EBITDA ratio (operating profit plus depreciation and amortization) 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 the 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.