City Chic Collective : completes $80M institutional placement

ASX ANNOUNCEMENT

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

27 July 2020

City Chic Collective successfully completes $80.0m Placement

City Chic Collective Limited ("City Chic", "Company") today announces the successful completion of a $80.0m fully underwritten Placement ("Placement") of approximately 26.2 million new fully paid ordinary shares ("New Shares") to institutional investors at a price of $3.05 per New Share ("Placement Price"). The placement was well supported by existing shareholders and new investors.

As announced on Friday 24 July 2020, City Chic intends to use the Placement net proceeds to fund the potential acquisition of the eCommerce assets of Catherines, as well as further strengthen the balance sheet and provide financial flexibility to accelerate growth globally.

Phil Ryan, Chief Executive Officer and Managing Director of City Chic said: "We are very pleased with the success of this equity raising, which is a strong endorsement of City Chic's customer-centric business model and growing global market presence. We would like to thank our existing shareholders for their ongoing support and welcome new shareholders to the register."

Settlement of the Placement is expected to occur on Thursday 30 July 2020. New Shares are expected to be issued on Friday 31 July 2020 and will commence trading on a normal settlement basis on the same day. City Chic shares are expected to resume normal trading on the ASX from market open today, 27 July 2020.

New Shares issued under the Placement will represent approximately 13.1% of the Company's existing shares on issue.

Non-Underwritten Share Purchase Plan

Following the completion of the Placement, City Chic will offer all eligible shareholders (being those persons registered as ordinary shareholders as at 7pm (Sydney time) on Thursday 23 July 2020 with a registered address in Australia or New Zealand) the opportunity to participate in a non-underwritten Share Purchase Plan ("SPP"). The SPP is capped at $30,000 per shareholder and City Chic is targeting to raise approximately $10.0m in aggregate under the SPP. City Chic reserves the right to increase the size of the SPP or scale back applications under the SPP at its absolute discretion.

The SPP will provide eligible City Chic shareholders with the opportunity to subscribe for additional shares in City Chic. The issue price of shares under the SPP will be the lesser of:

• the Placement Price; and
• a 2% discount to the 5-day volume weighted average price (VWAP) of City Chic shares up to and including the SPP closing date

Full details of the SPP will be set out in the SPP offer booklet, which is expected to be released to the ASX and dispatched to eligible shareholders on Friday 31 July 2020.

The indicative timetable for the SPP is set out below:

IMPORTANT NOTICE

Forward Looking Statements

This announcement contains statements in relation to future events that constitute "forward-looking statements". The forward-looking statements include statements regarding City Chic's intent, belief or current expectations with respect to the timetable, conduct and outcome of the Placement and SPP and the use of proceeds therefore, statements about the plans, objectives and strategies of the management of City Chic, statements about the industry and markets in which City Chic operates, statements about the future performance of City Chic's business and its financial condition, indicative drivers, forecasted economic indicators and the outcome of the Offer and the use of proceeds. Words such as "will", "may", "expect", "indicative", "intent", "seek", "would", "should", "could", "continue", "plan", "probability", "risk", "forecast", "likely", "estimate", "anticipate", "believe", "aim" or similar words are used to identify forward-looking statements.

You are strongly cautioned not to place undue reliance on forward-looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.Any such statements, opinions and estimates in this announcement speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-lookingstatements are provided as a general guide only. The forward-lookingstatements contained in this announcement are not indications, guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of City Chic, its officers, employees, agents and advisers, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward-lookingstatements may also assume the success of City Chic's business strategies. The success of any of these strategies is subject to uncertainties and contingencies beyond City Chic's control, and no assurance can be given that any of the strategies will be effective or that the anticipated benefits from the strategies will be realised in the period for which the forward looking statements may have been prepared or otherwise.

There can be no assurance that actual outcomes will not differ materially from these statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements, including (without limitation) the risks and uncertainties associated with the ongoing impacts of COVID-19, the Australian and global economic environment and capital market conditions and other risk factors set out in this announcement. Investors should consider the forward-looking statements contained in this announcement in light of those risks and disclosures. The forward-looking statements are based on information available to City Chic as at the date of this announcement.

To the maximum extent permitted by law, responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise is disclaimed. City Chic disclaims any responsibility to update or revise any forward-looking statement to reflect any change in City Chic's financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by law.

Not for Distribution or Release in the United States

This announcement may not be distributed or released in the United States. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The New Shares to be offered and sold under the Offer have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares in the Placement may not be offered or sold, directly or indirectly, to any person in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable U.S. state securities laws. New Shares issued under the SPP described in this announcement may not be offered or sold, directly or indirectly, to any person in the United States or any person that is acting for the account or benefit of a person in the United States.

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