Deutsche Bank dbAccess Global Consumer Conference June 1 4, 201 6 - PowerPoint PPT Presentation

Deutsche Bank dbAccess Global Consumer Conference June 1 4, 201 6

COTY’s Ambition in Beauty COTY’s Ambition in Beauty COTY’s Ambition in Beauty COTY’s Ambition in Beauty Transform Transform Transform COTY Transform COTY COTY COTY into a new global leader and challenger into a new global leader and challenger into a new global leader and challenger into a new global leader and challenger in the Beauty Industry For the ultimate benefit of shareholders! 2

BENEFITS OF THE BENEFITS OF THE BENEFITS OF THE BENEFITS OF THE P&G BEAUTY P&G BEAUTY P&G BEAUTY P&G BEAUTY TRANSACTION TRANSACTION TRANSACTION TRANSACTION

Creation of a ~$ Creation of a Creation of a Creation of a ~$9 ~$ ~$ 9 9Bn 9 Bn Leader and Challenger in Beauty Bn Bn Leader and Challenger in Beauty Leader and Challenger in Beauty Leader and Challenger in Beauty Global Beauty (1) (1) FY15 Net Sales ($ Global Beauty Global Beauty Global Beauty (1) (1) FY15 Net Sales ($Bn FY15 Net Sales ($ FY15 Net Sales ($ Bn Bn Bn) ) ) ) 9.2 4.8 4.4 Pure Play Beauty Player Source: Based on company information, Nielsen and Euromonitor data, and estimates Notes: Notes: Notes: Notes: Non Pure Play Beauty Player (1) Global Beauty defined as Fragrances, Color, Skin, Retail Hair Coloring & Styling, Salon Hair (2) “New Coty” refers to the combination of existing Coty and P&G Beauty Brands (3) “P&G Beauty Brands” excludes Dolce & Gabbana and Christina Aguilera fragrance licenses that will not be transferring to Coty (the “Excluded Brands”), and certain brands that were never intended to be part of the transaction (Laura Biagiotti, Puma, Rochas, Giorgio Beverly Hills and Naomi Campbell) (the Skin Care Focused Players in “Divested Brands”) Beauty (4) Coty does not include acquired Hypermarcas revenues 4

Creation of the Worldwide #1 in Fragrances Creation of the Worldwide #1 in Fragrances Creation of the Worldwide #1 in Fragrances Creation of the Worldwide #1 in Fragrances Global Fragrances FY15 Net Sales ($ Global Fragrances FY15 Net Sales ($Bn Bn) ) Global Global Fragrances FY15 Net Sales ($ Fragrances FY15 Net Sales ($ Bn Bn ) ) 3.5 2.2 1.3 Green L'Oréal Coty LVMH Avon Estee Lauder P&G ex D&G Boticario Chanel Pure Play Beauty Player Non Pure Play Beauty Player Source: Based on company information, Euromonitor data, and estimates 5

Strong Worldwide #3 Strong Worldwide Strong Worldwide Strong Worldwide #3 Position in Color Cosmetics #3 #3 Position in Color Cosmetics Position in Color Cosmetics Position in Color Cosmetics Global Global Color FY15 Global Global Color FY15 Color FY15 Net Sales ($ Color FY15 Net Sales ($ Net Sales ($ Net Sales ($Bn Bn Bn Bn) ) ) ) 2.5 1.4 1.1 L'Oréal EL PF Coty Coty P&G Shiseido Avon LVMH Revlon Kao Pure Play Beauty Player Non Pure Play Beauty Player Source: Based on company information, Euromonitor data, and estimates 6

Addition of the Worldwide #2 in Hair Salon Addition of the Worldwide #2 in Hair Salon Addition of Addition of the Worldwide #2 in Hair Salon the Worldwide #2 in Hair Salon Global Salon FY15 Net Sales Global Global Global Salon FY15 Net Sales ($ Salon FY15 Net Sales Salon FY15 Net Sales ($ ($ ($Bn Bn Bn Bn) ) ) ) 1.4 L'Oréal P&G Henkel Kao John Paul Estee Lauder Shiseido Revlon Mitchell Pure Play Beauty Player Non Pure Play Beauty Player Source: Based on company information, Kline data, and estimates 7

A A Well Well Balanced Balanced Portfolio… Portfolio… A A Well Well Balanced Balanced Portfolio… Portfolio… FY2015 F Y2015 Revenue by Revenue by Business Business F F Y2015 Y2015 Revenue by Revenue by Business Business ($4.4Bn) (1) (1) P&G Beauty Brands ($4.8Bn) (2) (2) Coty ($4.4Bn) Coty Coty Coty ($4.4Bn) ($4.4Bn) (1) (1) P&G Beauty Brands ($4.8Bn) P&G Beauty Brands ($4.8Bn) P&G Beauty Brands ($4.8Bn) (2) (2) Skin & Retail Hair & Body Care Cosmetics Fine ($0.8Bn) ($2.1Bn) Fragrances 18% 44% ($1.3Bn) 27% Fragrance 49% ($2.2Bn) Color 33% Cosmetics 29% ($1.4Bn) Salon Professional ($1.4Bn) New Coty ($9.2Bn) New Coty ($9.2Bn) New Coty ($9.2Bn) New Coty ($9.2Bn) COTY Professional Beauty (3) ($1.7Bn) 18% COTY Consumer 41% Beauty ($3.8Bn) (4) COTY Luxury 41% ($3.8Bn) (5) Notes: Notes: Notes: Notes: (1) Coty revenues do not include acquired Hypermarcas revenues (2) P&G Beauty Brands’ revenues exclude the Excluded Brands (Dolce & Gabbana and Christina Aguilera) and the Divested Brands (3) Includes P&G Salon and OPI (4) Includes Coty Color Cosmetics excluding OPI, Coty Body Care, P&G Retail Hair Styling, P&G Retail Hair Color and P&G Color Cosmetics (5) Includes Coty Fine Fragrances, Coty Skin, P&G Fine Fragrances and Gucci skin and body products 8

…With … With a a Powerful Powerful Portfolio of Portfolio of Brands… Brands… … … With With a a Powerful Powerful Portfolio of Portfolio of Brands… Brands… Each of the three divisions will be anchored in 3 major brands Coty Luxury Coty Luxury Coty Consumer Beauty Coty Consumer Beauty Coty Professional Beauty Coty Professional Beauty Coty Luxury Coty Luxury Coty Consumer Beauty Coty Consumer Beauty Coty Professional Beauty Coty Professional Beauty Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Pro Forma FY2015 Revenue: $3.8Bn Revenue: $3.8Bn Revenue: $3.8Bn (1 Revenue: $3.8Bn (1) ) Revenue: $3.8Bn Revenue: $3.8Bn Revenue: $3.8Bn Revenue: $3.8Bn (1 (1 ) ) Revenue: $1.7Bn Revenue: $1.7Bn Revenue: $1.7Bn Revenue: $1.7Bn Note: Note: Note: Note: (1) Does not include acquired Hypermarcas revenues 9

TRANSACTION UPDATE TRANSACTION UPDATE TRANSACTION UPDATE TRANSACTION UPDATE

Transaction Summary Transaction Summary Transaction Summary Transaction Summary Structure and Consideration Structure and Consideration Structure and Consideration Structure and Consideration • Transaction proposal was valued at $12.5Bn, comprised of $9.6Bn equity and $2.9Bn debt • Assumed debt subject to certain adjustments, including up to a $1.1Bn adjustment based on the trading price of Coty stock (within a collar of $22.06 to $27.06) prior to Transaction close • Based on the latest share price and estimated contract adjustments, Coty estimates the issuance of 412MM shares and $2.6Bn of assumed debt (1) • P&G and Coty shareholders expected to own 54% / 46% immediately after transaction Transaction Mechanics Transaction Mechanics Transaction Mechanics Transaction Mechanics • P&G preferred approach to distribution of new shares to P&G shareholders is a split split- split split -off - - off off off • In a split-off, P&G offers its shareholders the option to exchange their shares of P&G common stock to ultimately receive shares of New Coty • Only ~5% of P&G shares need to be tendered in the exchange offer to be fully subscribed Illustrative P&G Shares Required for Exchange Illustrative P&G Shares Required for Exchange Illustrative P&G Shares Required for Exchange Illustrative P&G Shares Required for Exchange Coty Shares to be issued to P&G Shareholders (MM) 412 Ratio of P&G to Coty Stock Price ² 3.2x P&G Shares Necessary for Tender (MM) P&G Shares Necessary for Tender (MM) P&G Shares Necessary for Tender (MM) P&G Shares Necessary for Tender (MM) 130 130 130 130 % of Total P&G Shares Outstanding ³ % of Total P&G Shares Outstanding ³ % of Total P&G Shares Outstanding ³ % of Total P&G Shares Outstanding ³ 5% 5% 5% 5% Expected Close Expected Close Expected Close Expected Close • Transaction expected to close in October 2016 Notes: Notes: Notes: Notes: (1) Based on May 25, 2016 Coty stock price of $25.75; the debt amount reflects $2.4Bn collar amount and an estimated increase to the debt of ~$0.2Bn reflecting conservative assumptions on other adjustments, including: 1) a decrease of ~$0.3Bn for the Excluded Brands; 2) an increase of ~$0.1Bn in working capital; and 3) an increase of ~$0.4Bn in other adjustments (2) Calculated as of May 25, 2016 as follows: P&G share price of $81.48 divided by Coty share price of $25.75 equates to a ratio of approximately 3.2x (3) Based on 2.7Bn P&G shares outstanding and approximately 130MM P&G shares necessary to be tendered for a fully subscribed exchange offer, this corresponds to ~5% of the P&G shares outstanding; calculation factors in no discount to arrive at the exchange ratio, as the discount will be determined by P&G at a later point 11