Coty Inc. (COTY)
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AGM 2026

Nov 5, 2026

Summary

All nine director nominees were preliminarily elected, and stockholders approved all six proposals, including both amended plans and Deloitte & Touche LLP’s auditor ratification. A quorum represented 82.66% of eligible votes.

Operator

Morning, and welcome to the Coty Inc. Annual Meeting of Stockholders audio webcast. All participants will be in a listen-only mode. Please note that this event is being recorded, and a replay will be available shortly after the meeting concludes. To submit a question, cast your vote, or view meeting information, select the corresponding icon in the panel located on the right side of your screen. To open a different panel, first close the panel you currently have open, then select the corresponding icon. I would now like to turn the conference over to your host, Ms. Kristin Blazewicz, Chief Legal Officer and Secretary of Coty. Please go ahead.

Kristin Blazewicz
Chief Legal Officer and Secretary, Coty

Good morning, ladies and gentlemen. My name is Kristin Blazewicz, and I am the Chief Legal Officer and Secretary of Coty Inc. I will be chairing today's meeting. It is my pleasure to welcome you to Coty Inc.'s 2026 Annual Stockholders Meeting. We are hosting this meeting virtually, which is a cost-efficient way for us to reach a greater number of our stockholders. We have designed this live audio webcast to provide the same rights to participate as stockholders would have at an in-person meeting, including the opportunity to submit questions. There will be a general Q&A session held later in the meeting after we adjourn the business portion of the meeting. It is now 8:31 A.M. Eastern Time, and I officially call this meeting to order.

First, it is my pleasure to introduce the current members of the Coty Board of Directors and to thank them for their service to our company. All current directors were appointed by the board, except for Mr. Creus and Engelen, who were elected by the stockholders. We are pleased to introduce the following as our nominees: Markus Strobel, our Executive Chairman and Interim Chief Executive Officer, Patricia Capel, Joachim Creus, Frank Engelen, Carsten Fischer, who also currently serves as our Lead Independent Director, Alia Gogi, Robert Kunze-Concewitz, who also currently serves as Chair of our Remuneration and Nomination Committee, Maria Carla Liuni, and Stephanie Plaines, who also currently serves as Chair of our Audit and Finance Committee. Coty has appointed a third party to act as Inspector of Elections. Christopher J. Woods is with us today and has taken the oath of Inspector of Elections.

As noted in the notice and proxy statement sent to you, the record date for voting at this meeting was the close of business on September 10th, 2026. Notice of the meeting was provided to all stockholders of record on or about September 24th, 2026, and Broadridge Financial Solutions, Inc. has delivered an affidavit of mailing to show that notice of this meeting was given. All documents concerning the notice of the meeting will be filed with the records of the meeting. Our stockholder list shows that holders of 880,686,464 shares of Class A common stock of the company are entitled to vote at this meeting. In addition, the holders of 146,057 shares of Series B preferred stock of the company are entitled to 163.0780 votes per share, for a total of 23,818,730 votes.

We are informed by the Inspector of Elections that there are represented by proxy 723,926,742 shares of Class A common stock, or approximately 82.2% of all shares of Class A common stock entitled to vote at this meeting, and 146,057 shares of Series B preferred stock, or 100% of all shares of Series B preferred stock, and together, 82.66% of all 904,505,194 votes entitled to be voted at the meeting. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. We will now present and vote on the six proposals listed on the agenda, which are the six matters properly brought before today's meeting in accordance with our bylaws.

For stockholders who wish to vote at the meeting, you may vote by clicking the Vote Here icon in the panel located on the right side of your screen. For stockholders who have already voted, no additional action is required with respect to the matters being voted upon. The polls are now open, but will be closed as soon as all the proposals are presented and related questions asked. An opportunity for questions on the proposals will be available after all the proposals have been presented. Stockholders who wish to ask a question may submit a question in writing at any time during the meeting as directed on the annual meeting website. Only stockholders will be permitted to ask questions, and the stockholder must have their control number to submit a question on the website.

Stockholder questions and comments not relating to an item of business properly brought before the meeting or other matters relating to the company may not be raised during the general question and answer session. Our rules of procedure found on the annual meeting website through which you join the meeting will apply to the question and answer session. Proposal number one is the election of directors. There are nine nominees up for election. Directors elected today will hold office until the 2027 annual stockholders meeting or until their successors have been duly elected and qualified. The nine nominees are Patricia Capel, Joachim Creus, Frank Engelen, Carsten Fischer, Alia Gogi, Robert Kunze-Concewitz, Maria Carla Liuni, Stephanie Plaines, and Markus Strobel. Additional information about the qualifications of each director nominee may be found in the proposal number one, election of director section of the proxy statement, under the heading Director Nominees.

The board unanimously recommends that you vote for the election of each nominee for director. Proposal number two is the vote on the proposal to approve the amended Equity and Long-Term Incentive Plan, as disclosed in the proxy statement. Information regarding this proposal is set forth in the proxy statement under the heading Proposal Number Two: Approval of the Amended and Restated Coty Inc. Equity and Long-Term Incentive Plan. The board unanimously recommends a vote for this proposal. Proposal number three is the vote on the proposal to approve the amended Stock Plan for Directors, as disclosed in the proxy statement. Information regarding this proposal is set forth in the proxy statement under the heading Proposal Number Three: Approval of the Amended and Restated Coty Inc. Stock Plan for Directors. The board unanimously recommends a vote for this proposal.

Proposal number four is the non-binding advisory vote to approve the compensation paid to our named executive officers, as disclosed in the proxy statement. This proposal, which is commonly referred to as a say-on-pay proposal, is required by the Dodd-Frank Act. Information regarding this proposal is set forth in the proxy statement under the heading Proposal Number Four: Approval of Advisory Resolution on Named Executive Officer Compensation, Say on Pay. The board unanimously recommends a vote for this proposal. Proposal number five is the non-binding advisory vote to approve the frequency of the vote to approve the compensation paid to our named executive officers, as disclosed in the proxy statement. Information regarding this proposal is set forth in the proxy statement under the heading Proposal Number Five: Advisory Vote on the Frequency of the Advisory Vote on Named Executive Officer Compensation. The board unanimously recommends a vote for this proposal.

Proposal number six is the vote on the proposal to ratify the selection by our Audit and Finance Committee of Deloitte & Touche LLP as Coty's independent auditor to audit our consolidated financial statements for the fiscal year ending June 30th, 2027. Information regarding this proposal is set forth in the proxy statement under the heading Proposal Number Six: Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm, and the board unanimously recommends that you vote for this proposal. Deloitte representatives are available to answer questions during the question and answer session near the end of the meeting. We will now take a short pause to allow you to submit your questions related to the proposals. We will now continue.

If you still have a question, please submit it, and we will be able to address your question during the Q&A session at the end of the meeting. Management, as the proxy holder, has delivered its ballot to the Inspector of Elections to vote as directed by the stockholders. There being no other matters to come before the meeting, voting is now completed, and the polls for voting are now closed. The Inspector of Elections has confirmed that the ballots have been counted and validated, and we have the preliminary vote totals for the six proposals that appeared in the proxy statements. On proposal number one, relating to the election of directors, preliminary vote counts indicate that all nine nominees for the election as directors were elected. On proposal number two, preliminary vote counts indicate that the proposal concerning the amended Equity and Long-Term Incentive Plan was approved.

On proposal number three, preliminary vote counts indicate that the proposal concerning the amended Stock Plan for Directors was approved. On proposal number four, preliminary vote counts indicate that the proposal concerning a non-binding advisory vote on our named executive officer compensation was approved. On proposal number five, preliminary vote counts indicate that the proposal concerning a non-binding advisory vote on the frequency of the vote on named executive officer compensation was approved. On proposal number six, preliminary vote counts indicate that the ratification of Deloitte & Touche as our independent auditor was approved. We will publicly report the final voting results for all items of business once all votes have been tabulated and verified by the Inspector of Elections. That concludes the scheduled official business for today's meeting. In accordance with the company's bylaws, I hereby adjourn the business portion of the meeting.

We will now take a short pause for you to submit your questions. Having concluded the Q&A session, today's meeting is adjourned. On behalf of the board of directors and the management team, I would like to thank you for attending the 2026 Coty Inc. Annual Stockholders Meeting. Thank you.

Operator

Your conference has now concluded. Thank you for attending today's presentation. You may now disconnect.