Coty Inc. announces pricing of global offering and admission to listing and trading of class a common stock on the professional segment of Euronext Paris

The Offering is being made to the public in the United States and on a private placement basis outside of the United States, including in the European Economic Area to qualified investors as defined in Article 2(e) of Regulation (EU) N° 2017/1129 of 14 June 2017, as amended (the “Prospectus Regulation”).

Coty also announces the admission to listing and trading of its Class A Common Stock (including the shares of Class A Common Stock to be issued pursuant to the Offering) (the “Paris Listing”) on the professional segment of the regulated market of Euronext Paris (“Euronext Paris”) following approval by the Autorité des marchés financiers (the “AMF”) of the prospectus prepared in connection with such listing (the “French Listing Prospectus”). Shares on Euronext Paris are expected to start trading today at 9:30am ET / 3:30pm CET.

The Company intends to use the net proceeds from the Offering primarily to retire principal amount of outstanding debt. Other uses include general corporate purposes, such as strategic investments in its business, working capital and capital expenditures.

Coty currently intends to manage its outstanding share count through discretionary settlement of one or more of its outstanding total return swaps. Coty expects any such settlement to occur over the next 6 months and in an amount not to exceed 27 million shares, although there is no definitive transaction to announce at this time.

BNP Paribas, Crédit Agricole Corporate and Investment Bank, Citigroup and Santander are acting as Joint Global Coordinators and Joint Book Running Managers for the Offering and as Listing Agents in connection with the Paris Listing.

The Offering is being made only by means of an effective registration statement and a prospectus. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the Offering may be obtained from: Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146. Copies of the preliminary prospectus supplement and the related prospectus may also be obtained free of charge from the website of the SEC at http://www.sec.gov.

Coty has previously filed with the SEC a registration statement (including a prospectus) on Form S-3, dated September 25, 2023, as well as a preliminary and final prospectus supplement for the Offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents Coty has filed with the SEC for more complete information about Coty and the Offering. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

The French Listing Prospectus may be consulted on the websites of the AMF at http://www.amf-france.org and of Coty at https://www.coty.com/.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

This announcement is not a prospectus within the meaning of the Prospectus Regulation.

With respect to the member States of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State. As a result, the securities may not and will not be offered in any relevant member State except in accordance with the exemptions set forth in Article 1 (4)(a) of the Prospectus Regulation.

This document is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

MiFID II product governance / Professional investors and ECPs only target market. Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).