8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2017

Coty Inc.

(Exact Name of Registrant as Specified in its Charter)

DE	001-35964	13-3823358
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

350 Fifth Avenue New York, NY	10118
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 389-7300

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 10, 2017, Coty Inc., a Delaware corporation (“Parent”), entered into a Contribution Agreement (the “Contribution Agreement”) with Coty US Holdings Inc., a Delaware corporation (“Coty US”), Foundation, LLC, a Delaware limited liability company and wholly-owned subsidiary of Coty US (“NewCo”), Younique, LLC, a Utah limited liability company (“Younique”), UEV Holdings, LLC, a Delaware limited liability company (“Aspen Sub”), Aspen Cove Holdings, Inc., a Utah corporation and the majority unit holder of Younique (the “Majority Unit Holder”), each of the other unit holders of Younique (the “Minority Unit Holders” and, together with the Majority Unit Holder, the “Unit Holders”), and Derek Maxfield, in his individual capacity and as the “Unit Holder Representative” thereunder (“D. Maxfield”).

The Contribution Agreement provides for, subject to the satisfaction or waiver of the closing conditions therein: (a) the contribution by the Unit Holders of all of the issued and outstanding units of Younique to NewCo (the “First Contribution”), in exchange for NewCo (i) paying $600,000,000 to the Unit Holders, subject to customary adjustments, and (ii) issuing 400 membership interests in NewCo (the “Equity Consideration”) to certain of the Unit Holders (the “Continuing Unit Holders”); and (b) immediately following the consummation of the First Contribution, the contribution by the Continuing Unit Holders of all of the Equity Consideration to Aspen Sub in exchange for equity in Aspen Sub (the “Second Contribution” and, together with the First Contribution, the “Contributions”). As a result of the Contributions, Younique will be a wholly-owned subsidiary of NewCo, with Coty US and Aspen Sub owning sixty percent (60%) and forty percent (40%), respectively, of the issued and outstanding membership interests of NewCo.

First Amended and Restated Limited Liability Company Agreement

Pursuant to the Contribution Agreement, at the closing of the First Contribution (the “Closing”), Coty US, each of the Continuing Unit Holders and Aspen Sub will enter into the First Amended and Restated Limited Liability Company Agreement, the form of which is attached as an exhibit to the Contribution Agreement (the “A&R LLC Agreement”), which agreement will, among other things, establish Coty US’s and the Continuing Unit Holders’ (and, upon consummation of the Second Contribution, Aspen Sub’s) ownership of and governing relationship with respect to NewCo. Immediately following the Second Contribution, the only members of NewCo will be Coty US and Aspen Sub, which will own sixty percent (60%) and forty percent (40%), respectively, of the issued and outstanding membership interests of NewCo. In addition, it is expected that NewCo will also create an employee equity incentive plan which would provide NewCo with the ability to award to eligible participants non-voting membership interests in NewCo.

Management of NewCo. Pursuant to the A&R LLC Agreement, NewCo will be managed by a board of directors (the “NewCo Board”) consisting of three (3) directors designated by Coty US and two (2) directors designated by Aspen Sub. The NewCo Board will generally have discretion and authority in the management and control of NewCo, except for certain specified activities that will be subject to the unanimous approval of the holders of NewCo’s voting membership interests (collectively, the “Voting Members”). Such activities will include, among other things: (i) amendments to NewCo’s certificate of formation or the A&R LLC Agreement; (ii) consolidations, recapitalizations or mergers involving NewCo or dispositions of material subsidiaries of NewCo; (iii) certain incurrences of indebtedness and issuances of equity securities by NewCo; and (iv) certain acquisitions of other companies, businesses or assets by NewCo.

Transfer and Liquidity Rights. Subject to certain limited exceptions, the A&R LLC Agreement will generally prohibit transfers of membership interests in NewCo absent the unanimous approval of the Voting Members.

Coty US may be permitted or obligated to purchase the NewCo membership interests owned by Aspen Subpursuant to put, call and other liquidity rights or obligations in certain circumstances. The purchase price for the NewCo membership interests owned by Aspen Sub will generally be the fair market value of NewCo (as determined pursuant to the A&R LLC Agreement) multiplied by the percentage of the membership interests owned by Aspen Sub, provided that, in certain circumstances, a premium will be added or a discount will be subtracted from such amount. Coty US will have the option to pay the purchase price in cash, stock of Parent (or of such other ultimate parent entity

that wholly-owns Coty US) or a combination of both, and any stock that is so paid and is not freely tradeable will be subject to a customary registration rights agreement.

Contribution Agreement

Closing Conditions. The Closing is subject to the satisfaction or waiver of specified closing conditions, including, among other things: (i) the retention of certain key employees of Younique (including D. Maxfield and Melanie Huscroft, the founders of Younique) (collectively, the “Key Employees”) through the Closing, and the delivery by each Key Employee of a certificate confirming, among other matters, such Key Employee’s willingness to be an employee of NewCo pursuant to the terms and conditions of an employment agreement with NewCo; (ii) the ancillary agreements to the Contribution Agreement being in full force and effect as of the Closing, including the employment agreements between NewCo, on the one hand, and each Key Employee, on the other hand; and (iii) the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Representations, Warranties, Covenants and Indemnification. Parent, Coty US, NewCo, Younique, Aspen Sub, the Unit Holders and D. Maxfield have each made customary representations and warranties. Furthermore, each of Younique, Aspen Sub, the Unit Holders and D. Maxfield have agreed to certain covenants and agreements, including, among others: (i) D. Maxfield and Younique agreeing to conduct the business and operations of Younique and its subsidiaries in the ordinary course and consistent with past practices during the period between the signing of the Contribution Agreement and the Closing; and (ii) certain of the Unit Holders, D. Maxfield, Parent and Coty US agreeing to certain customary indemnification obligations.

Termination; Termination Fees. The Contribution Agreement provides Parent and Coty US, on the one hand, and D. Maxfield (as the Unit Holder Representative), on the other hand, with certain customary termination rights prior to the Closing. If the Contribution Agreement is terminated under certain specified circumstances related to antitrust laws, Parent and Coty US will be obligated to pay Younique an $18,000,000 termination fee.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by Parent on January 10, 2017 announcing the execution of the Contribution Agreement is furnished as Exhibit 99.1 hereto. Additionally, the investor presentation that will be used in presentations to existing and potential stockholders of Parent in respect of the transactions contemplated by the Contribution Agreement is furnished as Exhibit 99.2 hereto.

Such information (including Exhibits 99.1 and 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit No.	Description of Exhibits
99.1	Press Release of Coty Inc. dated January 10, 2017
99.2	Investor Presentation dated January 10, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			COTY INC.
			(Registrant)
Date:	January 10, 2017	By:	/s/Greerson G. McMullen
			Name:	Greerson G. McMullen
			Title:	Chief Legal Officer, General Counsel and
				Secretary

COTY INC.

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
99.1	Press Release of Coty Inc. dated January 10, 2017
99.2	Investor Presentation dated January 10, 2017

EX-1

COTY TO ENTER INTO PARTNERSHIP WITH YOUNIQUE,A LEADING ONLINE PEER-TO-PEER SOCIAL SELLING PLATFORM IN BEAUTY     

New York – January 10, 2017 – Coty Inc. (NYSE: COTY) announced today that it has entered into a partnership with the Founders of Younique, a leading online peer-to-peer social selling platform in beauty. Under the proposed agreement, Coty intends to acquire 60% of Younique while the Founders will own the remaining 40%. Younique’s Founder and current CEO, Derek Maxfield, and Chief Visionary Officer, Melanie Huscroft, will continue to lead the business in the new partnership.

Younique was founded in 2012 in the United States by siblings Derek Maxfield and Melanie Huscroft, with a mission to uplift, empower and validate women across the globe. Younique’s innovative makeup and skin care products are sold through its disruptive peer-to-peer e-commerce platform. This platform enables Younique’s community of independent presenters to leverage social media in marketing and distributing Younique’s line of innovative beauty products directly to consumers. Younique’s highly scalable technology platform is built for mobile-first e-commerce and seamless global expansion, with approximately 200,000 active presenters and over 4.1 million consumers in 10 countries, including the U.S., U.K., Canada, Australia, New Zealand, Germany, Mexico, France, Spain and Hong Kong. Younique expects to generate approximately $400 million in net revenues in 2016.

This partnership will combine Younique’s high growth e-commerce platform and social selling direct-to-consumer business model with Coty’s beauty product R&D and innovation know-how, as well as its extensive manufacturing and supply chain capabilities. Together, Younique and Coty expect to accelerate the product offering and geographical expansion of Younique.

Coty will acquire a 60% stake of Younique for approximately $600 million in cash which will be funded through a combination of cash on hand and available debt facilities with marginal impact on Coty’s leverage ratio. The transaction is subject to customary closing conditions and is expected to close during Coty’s 2017 fiscal third quarter. The transaction is expected to be immediately accretive to Coty’s top-line growth, EBITDA margin and FY17 earnings.

Camillo Pane, Coty’s Chief Executive Officer, said, “Derek and Melanie are tremendous entrepreneurs who have built one of the most engaging and fastest growing e-commerce companies in beauty. Alongside the rest of Younique’s team and in partnership with their presenters, they have been able to impact the lives of millions of consumers across a number of countries with a mission to uplift and empower women. We look forward to working with them to continue supporting this mission and building Younique into a leading global e-commerce beauty company.”

Derek Maxfield, Younique’s CEO and Founder, said, “We are thrilled to have Coty as a partner and expect that together we will be able to take Younique to new heights. Coty and Younique share a passion for beauty, an entrepreneurial spirit, as well as complementary missions. I am very excited about this partnership and everything it can bring to Younique’s employees, presenters and loyal consumers across the world.”

Younique will operate as a separate business within Coty’s Consumer Beauty division. It will continue to be led by its current CEO, Derek Maxfield, Chief Visionary Officer, Melanie Huscroft, and Younique’s management team, in partnership with Coty.

Coty is proud to support the further advancement of the Younique Foundation and its mission to support and empower victims of sexual abuse and their families.

About Coty Inc.

Coty is one of the world’s largest beauty companies with approximately $9 billion in revenue, with a purpose to celebrate and liberate the diversity of consumers’ beauty. Its strong entrepreneurial heritage has created an iconic portfolio of leading beauty brands.  Coty is the global leader in fragrance, a strong number two in professional salon hair color & styling, and number three in color cosmetics.  Coty operates three divisions – Coty Consumer Beauty, which is focused on color cosmetics, retail hair coloring and styling products, body care and mass fragrances sold primarily in the mass retail channels with brands such as COVERGIRL, Max Factor and Rimmel; Coty Luxury, which is focused on prestige fragrances and skincare with brands such as Calvin Klein, Marc Jacobs, Hugo Boss, Gucci and philosophy; and Coty Professional Beauty, which is focused on servicing salon owners and professionals in both hair and nail, with brands such as Wella Professionals, Sebastian Professional and OPI.  Coty has approximately 20,000 colleagues globally and its products are sold in over 130 countries. Coty and its brands are committed to a range of social causes as well as seeking to minimize its impact on the environment.

For additional information about Coty Inc., please visit www.coty.com.

About Younique

Founded in 2012 by Derek Maxfield and Melanie Huscroft, Younique is a disruptive, peer-to-peer e-commerce platform that enables its community of independent presenters to leverage social media to market and distribute Younique’s line of innovative beauty products. Younique offers high-quality cosmetic and skin care products via its approximately 200,000 active presenters, selling in 10 countries. The company's product philosophy focuses on the intersection of science and nature to offer innovative and trend-leading products that support strong brand recognition with loyal presenters and consumers. Younique is a mission-first company, committed to uplifting, empowering and validating women everywhere. The company currently operates in the following markets: United States, Canada, Mexico, Australia, New Zealand, the United Kingdom, Germany, France, Spain, and Hong Kong. Younique is a high growth beauty business and expects to generate approximately $400 million in net revenues in 2016 with strong profitability.

Discover more at: www.youniqueproducts.com

Forward-Looking Statements

Certain statements in this communication are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Coty Inc.’s (“Coty’s”) current views with respect to, among other things, the future operations and financial performance of Younique and Coty, expected growth, Coty’s ability to support its planned business operations on a near- and long-term basis, the risks and rewards of a partnership with Younique, the ability to operate Younique as a separate business, the limited integration and synergies expected from the partnership with Younique, and expected EPS and margin accretion. These forward-looking statements are generally identified by words or phrases, such as “anticipate”, “estimate”, “plan”, “project”, “expect”, “believe”, “intend”, “foresee”, “forecast”, “will”, “may”, “should”, “outlook”, “continue”, “target”, “aim” and similar words or phrases. These statements are based on certain assumptions and estimates thatCotyconsiders reasonable and are subject to a number of risks and uncertainties, many of which are beyond the control ofCoty, which could cause actual events or results to differ materially from such statements, including:

• Coty’s ability to achieve its global business strategy, compete effectively in the beauty industry and achieve the benefits contemplated by the partnership with Younique within the expected time frame;

• Inherent risks associated with joint ventures and partnerships, including relating to control and decision-making, compliance, financial accounting and tax considerations, transparency and customer relations;

• managerial, integration, operational, regulatory, legal and financial risks associated with acquisitions generally and the transaction with Younique specifically, including risks related to the entry into a new distribution channel, the potential for channel conflict, risks of retaining customers, Presenters and key employees, difficulties of integration (or the risks associated with limiting integration), risks related to regulation of multi-level marketing business models, ability to protect trademarks and brand names, litigation or investigations by governmental authorities;

• changes in law, regulations and policies that affect Coty’s or Younique’s business or products, including risk that direct selling laws and regulations may be modified, interpreted or enforced in a manner that results in a negative impact to Younique’s business model, revenue, sales force or business;

• Coty, its brand partners' and licensors' and Younique’s ability to obtain, maintain and protect the intellectual property rights, including trademarks, brand names and other intellectual property used in their respective businesses, products and software, and their abilities to protect their respective reputations;

• Risks to Coty and Younique of claims by third parties for infringement on intellectual property rights;

• Younique’s relationship with, and its ability to influence the actions of, its Presenters, as well as the potential for Presenters to violate applicable law or have their classification as independent contractors challenged;

• the integration of The Procter & Gamble Company’s (“P&G”) global fine fragrances, salon professional, cosmetics and retail hair color businesses, along with select hair styling brands with Coty’s business, operations and culture and the ability to realize synergies and other potential benefits within the time frames currently contemplated;

• Coty’s ability to successfully execute its announced intent to divest or discontinue non-strategic brands and to rationalize wholesale distribution by reducing the amount of product diversion to the value and mass channels;

• Coty’s and Younique’s ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products;

• risks related to Coty’s and Younique’s international operations, including reputational, regulatory, economic and foreign political risks;

• dependence of Coty and Younique on certain licenses, entities performing outsourced functions and third-party suppliers, including third party software providers;

• administrative, development and other difficulties in meeting the expected timing of market expansions, product launches and marketing efforts;

• global political and/or economic uncertainties or disruptions;

• consolidation among retailers, shifts in consumers’ preferred distribution channels and other changes in the retail and wholesale environment in which Coty and Younique do business and sell their products;

• increased competition, including as a result of adoption by competitors of Coty’s or Younique’s technology and go-to-market strategies;

• disruptions in operations, including due to disruptions or consolidation in supply chain, manufacturing rights or information systems, labor disputes and natural disasters;

• increasing dependency on information technology and Coty's and Younique’s ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, costs and timing of implementation and effectiveness of any upgrades to their respective information technology systems and failure by Coty or Younique to comply with any privacy or data security laws or to protect against theft of Presenter, customer, employee and corporate sensitive information;

• the illegal distribution and sale by third parties of counterfeit versions of Coty’s and Younique’s products;

• and other factors described elsewhere in this document and from time to time in documents that Coty files with the Securities and Exchange Commission.

More information about potential risks and uncertainties that could affect the Coty’s business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Coty’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 and other periodic reports Coty has filed and may file with the Securities and Exchange Commission from time to time.

All forward-looking statements made in this communication are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this communication, 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.

Coty Contacts:

Investor Relations

Kevin Monaco, +1 212 389 6815

Or

Media

Jennifer Friedman, +1 917 754 8399, Jennifer_Friedman@cotyinc.com

EX-2

PARTNERSHIP WITH YOUNIQUE A LEADING ONLINE PEER-TO-PEER SOCIAL SELLING PLATFORM IN BEAUTY JANUARY 10, 2017

FORWARD LOOKING STATEMENTS 2 Certain statements in this communication are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Coty Inc.’s (“Coty’s”) current views with respect to, among other things, the future operations and financial performance of Younique and Coty, expected growth, Coty’s ability to support its planned business operations on a near- and long-term basis, the risks and rewards of a partnership with Younique, the ability to operate Younique as a separate business, the limited integration and synergies expected from the partnership with Younique, and expected EPS and margin accretion. These forward-looking statements are generally identified by words or phrases, such as “anticipate”, “estimate”, “plan”, “project”, “expect”, “believe”, “intend”, “foresee”, “forecast”, “will”, “may”, “should”, “outlook”, “continue”, “target”, “aim” and similar words or phrases. These statements are based on certain assumptions and estimates that Coty considers reasonable and are subject to a number of risks and uncertainties, many of which are beyond the control of Coty, which could cause actual events or results to differ materially from such statements, including: • Coty’s ability to achieve its global business strategy, compete effectively in the beauty industry and achieve the benefits contemplated by the partnership with Younique within the expected time frame; • inherent risks associated with joint ventures and partnerships, including relating to control and decision-making, compliance, financial accounting and tax considerations, transparency and customer relations; • managerial, integration, operational, regulatory, legal and financial risks associated with acquisitions generally and the transaction with Younique specifically, including risks related to the entry into a new distribution channel, the potential for channel conflict, risks of retaining customers, Presenters and key employees, difficulties of integration (or the risks associated with limiting integration), risks related to regulation of multi-level marketing business models, ability to protect trademarks and brand names, litigation or investigations by governmental authorities; • changes in law, regulations and policies that affect Coty’s or Younique’s business or products, including risk that direct selling laws and regulations may be modified, interpreted or enforced in a manner that results in a negative impact to Younique’s business model, revenue, sales force or business; • Coty, its brand partners' and licensors' and Younique’s ability to obtain, maintain and protect the intellectual property rights, including trademarks, brand names and other intellectual property used in their respective businesses, products and software, and their abilities to protect their respective reputations; • risks to Coty and Younique of claims by third parties for infringement on intellectual property rights; • Younique’s relationship with, and its ability to influence the actions of, its Presenters, as well as the potential for Presenters to violate applicable law or have their classification as independent contractors challenged; • the integration of The Procter & Gamble Company’s (“P&G”) global fine fragrances, salon professional, cosmetics and retail hair color businesses, along with select hair styling brands with Coty’s business, operations and culture and the ability to realize synergies and other potential benefits within the time frames currently contemplated; • Coty’s ability to successfully execute its announced intent to divest or discontinue non-strategic brands and to rationalize wholesale distribution by reducing the amount of product diversion to the value and mass channels; • Coty’s and Younique’s ability to anticipate, gauge and respond to market trends and consumer preferences, which may change rapidly, and the market acceptance of new products; • risks related to Coty’s and Younique’s international operations, including reputational, regulatory, economic and foreign political risks; • dependence of Coty and Younique on certain licenses, entities performing outsourced functions and third-party suppliers, including third party software providers; • administrative, development and other difficulties in meeting the expected timing of market expansions, product launches and marketing efforts; • global political and/or economic uncertainties or disruptions; • consolidation among retailers, shifts in consumers’ preferred distribution channels and other changes in the retail and wholesale environment in which Coty and Younique do business and sell their products; • increased competition, including as a result of adoption by competitors of Coty’s or Younique’s technology and go-to-market strategies; • disruptions in operations, including due to disruptions or consolidation in supply chain, manufacturing rights or information systems, labor disputes and natural disasters; • increasing dependency on information technology and Coty's and Younique’s ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, costs and timing of implementation and effectiveness of any upgrades to their respective information technology systems and failure by Coty or Younique to comply with any privacy or data security laws or to protect against theft of Presenter, customer, employee and corporate sensitive information; • the illegal distribution and sale by third parties of counterfeit versions of Coty’s and Younique’s products; • other factors described elsewhere in this document and from time to time in documents that Coty files with the Securities and Exchange Commission. More information about potential risks and uncertainties that could affect the Coty’s business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Coty’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 and other periodic reports Coty has filed and may file with the Securities and Exchange Commission from time to time. All forward-looking statements made in this communication are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this communication, 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.

Younique's mission is “to uplift, empower, validate, and ultimately build self-esteem in women around the world through high-quality products that encourage both inner and outer beauty and spiritual enlightenment while also providing opportunities for personal growth and financial reward” 3

YOUNIQUE AT A GLANCE 4 • Founded in 2012 and headquartered in Lehi, Utah • Approximately 500 employees • Expected to generate FY16 sales of approximately $400M • Operating in 10 countries including the U.S., U.K., Canada, Australia, New Zealand, Germany, Mexico, France, Spain and Hong Kong • Disruptive peer-to-peer e-commerce platform that enables its community of independent Presenters to leverage social media in marketing and distributing Younique’s line of innovative beauty products directly to consumers • Approximately 200k active Presenters engaging with over 4.1M consumers • Innovative and on-trend products that support strong brand loyalty

YOUNIQUE’S DISRUPTIVE PEER-TO-PEER BUSINESS MODEL ~200K Active Presenters >4.1M Customers 5 Loyal and passionate community Motivated entrepreneurs driving the business Social Transaction based model Highly Visual and compelling content Trust-based commerce depends on social networks

HIGHLY DIFFERENTIATED PLATFORM In ten countries Seamless integration with social media Personalized Presenter websites Differentiated technology 76% of Traffic is Mobile Interactive, social, engaged SCALABLE GLOBAL PLATFORM MOBILE GAMIFICATION DATA ANALYTICS E-COMMERCE SOCIAL 6

VALUE PROPOSITION 7 Trusted Instantaneous Commerce Highly Visual High Quality Products Conscientious Consumption Anytime / Anywhere 76% of Traffic Is Mobile #defendinnocence Empowering Women Community (#ysisters) Earn commissions from anywhere Online Tools Instantaneous Commission Payments Personal Achievement (#yboca) Value Proposition to the Consumer Value Proposition to the Presenter

INNOVATIVE BEAUTY PRODUCTS 8 Beachfront Bronzer Blending Buds Stiff Upper Lip Lip Stain All Eyes on You Face Brush Set Moodstruck Precision Pencil Lip Liner Moodstruck Minerals Pigment Powder Splurge Cream Eye Shadow 3D Fiber Lashes+ Mascara Lip Sticks Brow Liner Palette Collection Brow Gel Three Palettes Touch Liquid Foundation & Skin Perfect 2016 Launches • Liquid eyeliner • Tinted lip balm • Liquid lipstick • Self tanner • Body bronzers • Skin care – wrinkle relaxers, SPF moisturizers, night cream, face mask • Eyeshadow cream (matte) • Lip exfoliator • Royalty Skin Care

STRATEGIC RATIONALE 9 • Combines Younique’s high growth e-commerce platform and social selling direct-to-consumer business model with Coty’s beauty product R&D and innovation know-how as well as extensive manufacturing and supply chain capabilities • Together, Younique and Coty expect to accelerate the product offering and geographical expansion of Younique • Expected to be immediately accretive to Coty’s top-line growth, EBITDA margin and FY17 earnings

TRANSACTION HIGHLIGHTS 10 • Coty acquiring a 60% equity stake for approximately $600M • Founders retain 40% ownership, with focus on the long-term success of the company • Younique will continue to be led by its current CEO Derek Maxfield, Chief Visionary Officer Melanie Huscroft, and Younique’s management team, in partnership with Coty • Younique will operate as a separate business within Coty’s Consumer Beauty division • All-cash transaction funded through a combination of Coty’s cash on hand and available debt facilities with marginal impact on Coty’s leverage ratio • Expected to close during Coty’s Q3 fiscal year 2017