Coty Launches Global Share Offering; Lists on the Professional Segment of Euronext Paris

Coty Inc. (COTY) (“Coty” or the “Company”), one of the world’s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care, today announced the launch of a global offering of 33 million shares (the “Offering”) of Coty’s outstanding Class A common stock (the “Class A Common Stock”). The Offering is being made pursuant to an effective shelf registration statement, which has been filed with the Securities and Exchange Commission (the “SEC”).

The Offering will be 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 has applied for the 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 Euronext Paris, which is subject to the approval of a listing prospectus (the “French Listing Prospectus”) by the Autorité des marchés financiers (the “AMF”). Investors will have the option to purchase Coty shares either in EUR for shares listed on Euronext Paris or USD for shares listed on the New York Stock Exchange, based on the spot FX on the pricing date. The completion of the proposed Offering is subject to a number of conditions, including market and other conditions.

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 will be 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 https://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 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.

Copies of the French Listing Prospectus will be available at the end of the Offering and obtained free of charge from the websites of the AMF at https://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).

About Coty Inc.

Founded in Paris in 1904, Coty is one of the world’s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care. Coty serves consumers around the world, selling prestige and mass market products in more than 125 countries and territories. Coty and our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to protecting the planet.

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this press release include certain “forward-looking statements” within the meaning of the securities laws. These forward-looking statements reflect Coty’s current views with respect to, among other things, the Offering and the use of proceeds therefrom. These forward-looking statements are generally identified by words or phrases, such as “anticipate,” “are going to,” “estimate,” “plan,” “project,” “expect,” “believe,” “intend,” “foresee,” “forecast,” “will,” “may,” “should,” “outlook,” “continue,” “temporary,” “target,” “aim,” “potential,” “goal” and similar words or phrases. These statements are based on certain assumptions and estimates that Coty considers reasonable and are not guarantees of Coty’s future performance, but are subject to a number of risks and uncertainties, many of which are beyond Coty’s control, which could cause actual events or results to differ materially from such statements, including the factors identified in “Risk Factors” included in Coty’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. All forward-looking statements made in this press release are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this press release, and Coty does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.