About You : AGM 2024 Remuneration Report FY 2023/2024

ABOUT YOU HOLDING SE I REMUNERATION REPORT FY 2023/2024

1. PREAMBLE

The Remuneration Report explains the key components of the remuneration system for the Management Board as well as the Supervisory Board of ABOUT YOU Holding SE ("ABOUT YOU" or "Company", together with its fully consolidated subsidiaries referred to as "Group") and details the structure and amount of remuneration granted and owed to the members of the Management Board and the Supervisory Board in the past financial year. The underlying remuneration system is based on the requirements of the German Stock Corporation Act 1 (AktG) and the recommendations of the German Corporate Governance Code (GCGC).

The Remuneration Report for the past financial year of 2022/2023 was approved by the Annual General Meeting on June 23, 2023 with a majority of 99,10% of the votes cast. The remuneration report 2023/2024 was audited by KPMG AG Wirtschaftsprüfungsgesellschaft, to determine whether the legally required disclosures pursuant to Section 162 (1) and (2) AktG were made. In addition to the statutory requirements, the auditor also examined the content of the remuneration report regarding the disclosures pursuant to Section 162 (1) and (2) AktG. The remuneration report and the attached report on the audit of the remuneration report are available on the Investor Relations website under the Governance section.

1 In the following, the relevant reference provisions of the SE Regulation, the SEAG as well as the SEBG are not mentioned, unless they result in key deviations from the AktG.

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ABOUT YOU HOLDING SE I REMUNERATION REPORT FY 2023/2024

2. REMUNERATION OF THE MANAGEMENT BOARD MEMBERS

2.1 Remuneration System for Management Board Members

Pursuant to Section 120a (1) of the German Stock Corporation Act (AktG), the Annual General Meeting of a publicly listed company must resolve on the remuneration of Management Board members whenever there is a substantial modification to the remuneration system, at least every four years. On the recommendation of the Presidential and Nomination Committee, the Supervisory Board adopted a remuneration system for the first time in the FY 2022/2023 in accordance with Section 87a AktG, which was endorsed by the Annual General Meeting on August 23, 2022. The remuneration system was resolved and approved by a majority of 97,09% of the votes cast. The remuneration system applies to all new or renewed Management Board employment contracts and can be found on the Investor Relations website under Governance. Due to the approval of the remuneration report for the past FY 2022/2023 by the Annual General Meeting on June 23, 2023, there was no reason to amend the remuneration system, its implementation or the way in which it is reported.

In accordance with Section 26j (1) of the Introductory Act to the German Stock Corporation Act (EGAktG) and in line with the Rationale to the German Corporate Governance Code (GCGC) (Begründung zum DCGK), the Management Board employment contracts already concluded with the current Co-CEOs Sebastian Betz, Tarek Müller, and Hannes Wiese (see section 2.2) remain unaffected. Therefore, the following reporting takes place regarding the remuneration practice underlying these contracts ("Previous Remuneration Practice"), as the Management Board remuneration in FY 2023/2024 will follow the Previous Remuneration Practice exclusively.

2.2 Overview of the Management Board Remuneration

The Previous Remuneration Practice, i.e., the remuneration model and its individual components, were determined in preparation of the listing on June 16, 2021, based on extensive deliberations by the Supervisory Board, which also considered the Company-specific recommendations of the mandated remuneration advisors. The Previous Remuneration Practice for the three Management Board members and Co-Founders Sebastian Betz, Tarek Müller, and Hannes Wiese, is based on the Management Board employment contracts dated June 4, 2021.

Accordingly, the remuneration of the Management Board members comprises non-performance- related and performance-related elements, i.e., base remuneration, fringe benefits, and variable remuneration in the form of a one-time allocation of stock options ("Options") based on the Long-Term Incentive Plan 2021 ("LTIP 2021"). The terms of the Management Board employment contracts are identical for all Management Board members.

2.3 Non-Performance-Related Remuneration Components

The non-performance-related remuneration of the members of the Management Board consists of a base remuneration, contributions to pension, health and long-term care insurance schemes, and other fringe benefits, as well as other insurance ("Fixed Remuneration").

2.3.1 Base Remuneration

For the past financial year, the base remuneration amounted to EUR 22,500 gross per month (i.e., EUR 270,000 gross per year).

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ABOUT YOU HOLDING SE I REMUNERATION REPORT FY 2023/2024

2.3.2 Contributions to Pension, Health, and Long-term Care Insurance, as well as Other Fringe Benefits

ABOUT YOU shall bear half of the respective contributions to the voluntary statutory pension, private health, and/or long-term care insurance of the individual Management Board member up to the applicable maximum amount of the employer's contributions to the statutory pension, health and/or long-term care insurance, but no more than half of the total contribution to be paid by the Management Board member in each case. The members of the Management Board receive a monthly remuneration payment of EUR 485 gross each instead of a company car. ABOUT YOU's expenditure for the sum of the remuneration payment for company cars, the additional pension payment, health and/or nursing care insurance is limited to a total of EUR 80,000 per year for each member of the Management Board.

2.3.3 Other Insurances

ABOUT YOU has taken out both private accident insurance and pecuniary damage liability insurance for board members (D&O insurance) for all members of the Management Board. The terms and conditions of the D&O insurance policy provide for a deductible for the members of the Management Board that complies with legal requirements.

2.4 Performance-Related Remuneration Components

In addition to the non-performance-related fixed remuneration, the Supervisory Board may grant non- recurring bonus payments to a member of the Management Board for special performance or special commitment at its own discretion - also in connection with dismissal. No use was made of this option in FY 2023/2024.

The members of the Management Board were each granted 1,702,128 options by way of a one-time allocation during FY 2021/2022 under the LTIP 2021. No further option allocation is planned. No further options were, therefore, allocated to the Management Board members in FY 2023/2024.

The LTIP 2021 is an option program which, in addition to the time component in the form of continued Management Board activity, is significantly linked to the development of the Group's most important performance indicators and also refers to target criteria from the ESG (Environmental, Social, Governance) area ("Performance Targets" for the "Performance-BasedVesting" of Options, so-called Performance Vesting). This creates a long-term,performance-based incentive structure for the members of the Management Board that is strongly aligned with the interests of shareholders and other stakeholders regarding sustainable successful performance of the Group and rewards sustainable corporate governance. The key conditions of the LTIP 2021 are presented in detail below:

2.4.1 Exercise Price

The exercise price for each option corresponds to the average value of the price range applicable to each ABOUT YOU share at the time of placement in the listing. The price range was set at EUR 21 to EUR 26 on June 7, 2021. The average is thus EUR 23.50 ("Exercise Price").

2.4.2 Time Vesting

The Options granted to the individual Management Board members vest after the expiry of certain periods, provided that the Management Board member concerned remains on the Management Board until the respective time expires ("Time Vesting"):

(1.) 12 % of the Options (= 204.256 Options) at the end of February 28, 2022

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(2.) 14% of the Options (= 238.298 Options) at the end of February 28, 2023

(3.) 16% of the Options (= 272.341 Options) at the end of February 29, 2024

(4.) 18% of the Options (= 306.384 Options) at the end of February 28, 2025

(5.) 20% of the Options (= 340.426 Options) at the end of February 28, 2026

(6.) 20% of the Options (= 340. 423 Options) at the end of February 28, 2027

If the number of Options vesting on any of the five specified dates is not an integer, it shall be rounded up to the nearest integer, with the number of Options vesting on the last specified date being reduced accordingly.

Furthermore, the Options are divided into two tranches, which are subject to different Performance Vesting conditions (see section 2.4.3). Options that vest within the first four periods, i.e., a total of 1,021,279 Options, are assigned to Tranche 1 ("Tranche 1 Options"). Options that vest within the last two periods, i.e., a total of 680,849 Options, are assigned to Tranche 2 ("Tranche 2 Options").

2.4.3 Performance Vesting

A further condition for the vesting of the Options is that certain predefined performance targets are achieved within certain periods (so-called Performance Vesting). These Performance Targets were set by the Supervisory Board prior to ABOUT YOU's listing and consist of the average annual growth of Group revenue ("revenue CAGR"), the development of Adjusted EBITDA ("Adjusted EBITDA")2 at Group level and various ESG parameters.

The degree of target achievement is determined on the basis of the multi-year plan ("Current Medium- Term Performance Targets") defined for the Group and approved by the Supervisory Board for FY 2021/2022 to 2026/2027 prior to the listing and from FY 2023/2024 onwards, the rolling multi-year plan ("Future Medium-Term Performance Targets") to be approved in each case, whereby the higher value of the Current or Future Medium-Term Performance Targets is always decisive for the key figure of the revenue CAGR defined in the LTIP 2021.3

The Current Medium-Term Performance Targets assume a revenue CAGR of (rounded) 37% and cumulative Adjusted EBITDA at Group level of (rounded) EUR 131 million - in each case based on the total period relevant for the Tranche 1 Options, starting with FY 2021/2022 and ending with the end of the FY 2024/2025.

For the overall period beginning with FY 2025/2026 and ending with the end of FY 2026/2027, which is relevant for the Tranche 2 Options, the Current Medium-Term Performance Targets are based on a revenue CAGR of (rounded) 21% and cumulative Adjusted EBITDA at Group level of EUR 844 million.

The Performance Vestings are defined and weighted as follows:

1. "EBITDA" corresponds to consolidated earnings before interest, taxes, depreciation, and amortization. "Adjusted EBITDA" corresponds to EBITDA excluding share-based remuneration expenses offset by equity instruments, restructuring charges and non-operatingone-time effects.
2. The Current Medium-Term Performance Targets and the Future Medium-Term Performance Targets were set by the Supervisory Board solely for the purpose of assessing the performance of the Management Board under the LTIP 2021. Any current or future business plan targets or guidance communicated by the Management Board are to be distinguished from and independent of these.

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ABOUT YOU HOLDING SE I REMUNERATION REPORT FY 2023/2024

Tranche 1 Options:

Tranche 2 Options:

1. Subject to increases in target values due to key acquisitions as specified in more detail in the LTIP 2021.
2. ABOUT YOU's Sustainability Report 2021 is available at the Investor Relations Website under Financial Publications
3. I.e., ECO-FRIENDLY MATERIALS, ECO-FRIENDLY PRODUCTION and FRIENDLY & SOCIAL. In the event of future adjustments to the requirements for the sustainability seals or to the definition of the term "sustainable fashion", the Supervisory Board will discuss any adjustment to the ESG Performance Vesting with the Management Board in good faith.

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ABOUT YOU HOLDING SE I REMUNERATION REPORT FY 2023/2024

The Performance Targets apply in each case (only) to a proportion of the Options in the respective tranche measured in accordance with their weighting (e.g., revenue CAGR for 60% of Tranche 1 Options, i.e., 612,767 Options).

If less than 85% of the respective Performance Targets are met, the Options concerned are forfeited without remuneration. If the respective target is met by 85%, 20% of the Options expire. If it is met by 100%, no option expires. In the range between 85% and 100%, the proportion of Options that expire decreases linearly. In the case of Options attributable to ESG criteria, a differentiation is only made between the target being achieved and not being achieved: If it is achieved, no Option expires. If it is not achieved, all Options allocated to this Performance Target expire.

2.4.4 Waiting Period, Exercise Window

Tranche 1 Options can be exercised for the first time after June 30, 2025, and Tranche 2 Options for the first time after June 30, 2027. Options that have not been exercised by the end of June 30, 2029 forfeit without replacement.

Options may only be exercised within certain exercise windows of two weeks defined in more detail in the LTIP 2021 terms and conditions, which are in each case after the publication of the (preliminary) financial figures for a financial year, half-year, or quarter. Exercise is not possible within certain closed periods defined in the LTIP 2021.

2.4.5 LTIP 2021 at a Glance

The following table shows the performance over time of the different exercise periods, subdivided according to the two Tranche 1 Options and Tranche 2 Options already issued in the reporting period, as well as the Performance Vesting applicable to each of these.

Presentation of Time Vesting ans Performance Vesting

(Figures per Management Board member in units or %)

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The following table shows the maximum total settlement value of EUR 240 million (assuming full achievement of all Performance Targets in Tranche 1 and Tranche 2) as the initial value for the 5,106,384 Options (1,702,128 Options per Management Board member) granted to the Management Board members in total, the Performance Vesting attributable to each tranche and their weighting, and consideration of the Cap (as defined below).

Presentation of Performance-Based Vesting

(in EUR or units or %)

2.4.6 Exercise Threshold

The settlement of Options that have vested according to the aforementioned conditions is only permissible if the share price of ABOUT YOU - determined according to the weighted average price per ABOUT YOU share in XETRA trading within a period of three months prior to the relevant exercise date

• reaches 200% of the exercise price , i.e., EUR 47 ("Exercise Threshold"), no later than February 28, 2027 and additionally either (i) at the beginning of the respective exercise window or (ii) on at least three trading days on the Frankfurt Stock Exchange within a previous exercise window.
  2.4.7 Settlement of Options

Upon exercise of the Options, the Company shall deliver to the respective Management Board member a number of shares from Conditional Capital 2021/I that correspond to the settlement value of the exercised Options based on the share price upon exercise. The settlement value of the exercised Options shall correspond to the amount by which the share price exceeds the exercise price upon exercise but is limited to 200% of the exercise price (i.e., EUR 47 per option, "Cap").

Wage taxes and any other statutory charges triggered by the share issue shall be paid by the Management Board member to the Company. In the event of the delivery of new shares from Conditional Capital 2021/I, the number of shares issued shall be increased by the amount attributable to the minimum issue amount per share; the total of the minimum issue amounts shall be paid by the Management Board member in return.

Instead of delivering new shares from Conditional Capital 2021/I, the Company may make a cash payment to the respective member of the Management Board in the amount of the settlement value per Option (less wage taxes and any other statutory levies to be withheld by ABOUT YOU) or fulfil its obligation to deliver shares from existing treasury shares.

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2.4.8 Leaver Regulations

If either (i) the office as a member of the Management Board ends and the Management Board member concerned is relieved of his active duties or (ii) the employment contract of the Management Board member concerned ends (in each case without immediate reappointment as a member of the Management Board or without immediate extension or renewal of the employment contract), such termination is referred to as a Leaver Event, which is divided into Good Leaver and Bad Leaver Event depending on the underlying reason for termination.

Three different scenarios are defined as Bad Leaver Events:

Resignation of the Management Board office or termination of the Management Board employment contract by the respective Management Board member without good cause within the meaning of Section 626 of the German Civil Code (BGB).

Termination of the Management Board employment contract or dismissal of the Management Board member by the Company either for good cause within the meaning of Section 626 of the German Civil Code (BGB) or for breach of key obligations under the Management Board employment contract (with the exception of incapacity for work and death); revocation of the Management Board appointment by the Supervisory Board solely on the basis of a vote of no confidence by the Annual General Meeting within the meaning of Section 84 (3) of the German Stock Corporation Act (AktG) (i.e., without the addition of further grounds for dismissal) does not constitute a Bad Leaver Event.

Violation by the Management Board member of a post-contractualnon-competition clause vis-à-vis the Company.

Any leaver event that is not a Bad Leaver Event shall be deemed a Good Leaver Event. As a Good Leaver, the respective Management Board member retains all Options that have already vested in terms of time at the time of the Leaver Event in accordance with the LTIP 2021 conditions. In the event of a Bad Leaver, all Options which have not yet been exercised at the time of the Leaver Event will lapse without compensation being due.

2.4.9 Adaptation Mechanisms

Should extraordinary circumstances arise in which the (possible) proceeds from the LTIP 2021 are due to extraordinary external events or effects and cannot be adequately justified by the business performance of ABOUT YOU, the Supervisory Board is entitled, at its due discretion, to adjust the settlement value of the Options upon exercise of the Options in order to limit or completely eliminate the effects of the extraordinary circumstances.

Should the number of ABOUT YOU shares increase without the payment of further contributions (e.g., through a stock split or a capital increase from company funds) or decrease without distributions to shareholders (e.g., in the context of a capital reduction or a reverse stock split), the number of Options, the exercise price, the Cap and the Exercise Threshold will be adjusted proportionally. The Supervisory Board may also make subsequent adjustments to the LTIP 2021 in the event of certain capital and structural measures to prevent such measures from leading to inappropriate increases or decreases in the value of the Options.

2.4.10 Performance Claw Back

If annual financial statements on which the determination of the achievement of Performance Vesting was based subsequently prove to be incorrect and are corrected by the Company in such a way that the number of vested Options would have been lower, the Supervisory Board may, at its discretion,

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subsequently correct the effect of the originally incorrect determination of the number of vested Options. This provision was not used in FY 2023/2024.

The Management Board employment contracts and the LTIP 2021 do not provide for any other Options to reclaim variable remuneration components within the meaning of Section 162 (1) sentence 2 no. 4 AktG.

2.4.11 Further Conditions

The Management Board members shall bear all taxes, social security contributions, and other statutory charges in connection with the LTIP 2021.

2.4.12 Calculation Examples

In the event of complete fulfillment of Time Vesting and achievement of all Performance Targets for Performance Vesting combined with a share price performance that leads to the Cap being reached, the maximum total value of the Options theoretically exercisable by each individual Management Board member corresponds to an equivalent value of EUR 80 million (gross).

Various calculation examples are shown below to illustrate how much consideration would be due if various Performance Vestings were only partially achieved:

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