CPRI Capri Holdings Limited

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of shareholders of Capri Holdings Limited, a British Virgin Islands business company (which we refer to as “Capri,” the “Company,” “we,” “us,” and “our”), to be held virtually via live webcast on October 25, 2023, beginning at 12:00 p.m. Eastern Time (unless the Special Meeting is adjourned or postponed). Capri shareholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/CPRI2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt a resolution authorizing the Agreement and Plan of Merger, dated as of August 10, 2023 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Capri, Tapestry, Inc., a Maryland corporation (which we refer to as “Tapestry”), and Sunrise Merger Sub, Inc., a British Virgin Islands business company and a wholly owned subsidiary of Tapestry (which we refer to as “Merger Sub”) (including the Plan of Merger attached thereto) and approving the Merger (as defined below) and the other transactions contemplated by the Merger Agreement (which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Capri’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Capri (which we refer to as the “Merger”), with Capri continuing as the surviving company in the Merger and as a wholly owned subsidiary of Tapestry.

The Merger Agreement provides that, subject to certain exceptions, each ordinary share, no par value, of Capri (which we refer to as “Capri ordinary shares”) outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be cancelled and the holder shall have the right to receive $57.00 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, less any applicable withholding taxes, for each Capri ordinary share that you own immediately prior to the Effective Time.

The Board of Directors of Capri (which we refer to as the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Capri and its shareholders, (b) recommended that the shareholders of Capri adopt a resolution authorizing the Merger Agreement and the Plan of Merger and approve the Merger and the other transactions contemplated by the Merger Agreement, and (c) resolved to submit such matters for approval by Capri shareholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the outstanding Capri ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated September 20, 2023, and, together with the enclosed form of proxy card, is first being mailed to Capri shareholders on or about September 20, 2023.

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of shareholders of Capri Holdings Limited, a British Virgin Islands business company (which we refer to as “Capri,” the “Company,” “we,” “us,” and “our”), will be held virtually via live webcast on October 25, 2023, beginning at 12:00 p.m. Eastern Time (unless the Special Meeting is adjourned or postponed). Capri shareholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/CPRI2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

Only Capri shareholders of record as of the close of business on September 11, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your Capri ordinary shares, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find More Information.”

This communication contains statements which are, or may be deemed to be, “forward-looking statements.” Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of Capri management about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements, other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “plans”, “believes”, “expects”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “might” or similar words or phrases are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements, including regarding the proposed transaction. These risks, uncertainties and other factors include:

For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to Capri’s disclosure filings and materials, which you can find on www.capriholdings.com, such as its Form 10-K, Form 10-Q and Form 8-K reports that have been filed with the SEC. Please consult these documents for a more complete understanding of these risks and uncertainties. Any forward-looking statement in this proxy statement speaks only as of the date made and Capri disclaims any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

The Special Meeting will be held virtually via live webcast on October 25, 2023, beginning at 12:00 p.m. Eastern Time (unless the Special Meeting is adjourned or postponed). Capri shareholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/CPRI2023SM, which we refer to as the “Special Meeting website.”

At the Special Meeting, we will ask Capri shareholders to vote on proposals to: (a) adopt the Merger Agreement Proposal; (b) approve, on an advisory (nonbinding) basis, the Compensation Proposal; and (c) approve the Adjournment Proposal.

Only Capri shareholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. As of the Record Date, there were 116,139,745 Capri ordinary shares outstanding and entitled to vote at the Special Meeting.

The presence, virtually or represented by proxy, of not less than 50 percent of the votes of the Capri ordinary shares entitled to vote on resolutions of members to be considered at the Special Meeting will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Each Capri shareholder shall be entitled to one vote for each Capri ordinary share owned at the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding Capri ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, 58,069,873 votes constitute a majority of the outstanding Capri ordinary shares. Adoption of the Merger Agreement by Capri shareholders is a condition to the consummation of the Merger.

The affirmative vote of a majority of the votes of the Capri ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of a majority of the votes of the Capri ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

The failure of any Capri shareholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for Capri shareholders who attend the Special Meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the Capri shareholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Capri does not expect any broker non-votes at the Special Meeting because

the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your Capri ordinary shares at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

As of the Record Date, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, 2,925,718 Capri ordinary shares, representing approximately 2.5% of the Capri ordinary shares outstanding on the Record Date. We currently expect that our executive officers and directors will vote all of their respective Capri ordinary shares (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal, although none of them have entered into any agreements obligating them to do so.

You can vote at the virtual Special Meeting, which will be held on October 25, 2023, at 12:00 p.m. Eastern Time at www.virtualshareholdermeeting.com/CPRI2023SM (unless the Special Meeting is adjourned or postponed).

You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Capri offers multiple voting methods, Capri encourages you to vote over the Internet or by phone as Capri believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

Vote at www.proxyvote.com in advance of the Special Meeting. The Internet voting system is available 24 hours per day until 11:59 p.m. Eastern Time on October 24, 2023. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours per day in the United States until 11:59 p.m. Eastern Time on October 24, 2023. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Time on October 24, 2023.

All shares represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the Capri shareholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal on an advisory (nonbinding) basis, your Capri ordinary shares will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting using your control number, or, if you did not obtain a control

number, contacting your bank, broker or other nominee to obtain a control number so that you may vote. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on any given proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

Any proxy given by a Capri shareholder may be revoked before the Special Meeting by doing any of the following:

If you hold your Capri ordinary shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the virtual Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Capri shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Board of Directors has unanimously: (a) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Capri and its shareholders, (b) recommended that the shareholders of Capri adopt a resolution authorizing the Merger Agreement and the Plan of Merger and approve the Merger and the other transactions contemplated by the Merger Agreement, and (c) resolved to submit such matters for approval by Capri shareholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The Board of Directors is soliciting your proxy, and Capri will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid up to $30,000 and will be reimbursed for its reasonable out-of-pocket fees, telephone charges and expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of Capri ordinary shares, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Capri or, without additional compensation, by Capri’s directors, officers and employees.

Assuming timely satisfaction of necessary closing conditions, including the approval by Capri shareholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated in calendar year 2024.

If the Merger is completed, the Capri ordinary shares will be delisted from the NYSE and deregistered under the Exchange Act, and Capri ordinary shares will no longer be publicly traded.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more Capri shareholders reside if we believe the shareholders are members of the same family. Each Capri shareholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another Capri shareholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a Capri shareholder of record, you may contact us by writing to our Corporate Secretary at 90 Whitfield Street, 2nd Floor, London, United Kingdom W1T 4EZ or by calling our proxy solicitor, Innisfree, at (877) 800-5195. Eligible shareholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Capri ordinary shares, please contact our proxy solicitor:

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Capri is a global fashion luxury group consisting of iconic, founder-led brands Versace, Jimmy Choo and Michael Kors. Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands. We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories. Our strength lies in the unique DNA and heritage of each of our brands, the diversity and passion of our people and our dedication to the clients and communities we serve. Capri ordinary shares are listed on the NYSE under the symbol “CPRI.”

Tapestry, a Maryland corporation, is a global house of brands that unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of Tapestry’s brands are unique and independent, while sharing a commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. Tapestry uses its collective strengths to move its customers and empower its communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive, and diverse. Tapestry’s common stock is listed on the NYSE under the symbol “TPR.”

Merger Sub is a British Virgin Islands business company limited by shares with BVI company number 2129509 and a wholly owned subsidiary of Tapestry that was formed solely for the purposes of entering into the Merger Agreement and related agreements and consummating the transactions contemplated thereby. Merger Sub has not engaged in any business activities to date other than in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Capri and will cease to exist.

On the terms and subject to the conditions of the Merger Agreement at the Effective Time, Merger Sub will merge with and into Capri, the separate corporate existence of Merger Sub will cease and Capri will continue as the Surviving Company. As a result of the Merger, Capri will become a wholly owned subsidiary of Tapestry, and Capri ordinary shares will no longer be publicly traded and will be delisted from the NYSE. In addition, Capri ordinary shares will be deregistered under the Exchange Act, and Capri will no longer file periodic or other reports with the SEC. If the Merger is completed, you will not own any shares of the Surviving Company.

The Effective Time will occur at such time as the articles of merger with respect to the Merger have been duly registered by the Registrar of Corporate Affairs of the British Virgin Islands or at such other date or time as may be agreed by Capri and Tapestry and specified in the articles of merger.

If the Merger Agreement is not adopted by Capri shareholders, or if the Merger is not completed for any other reason:

At the Effective Time, by virtue of the Merger and without any action on the part of Capri, Tapestry, Merger Sub, or the holders of any securities of Capri or Merger Sub, each Capri ordinary share (other than any Dissenting Shares or Cancelled Shares) outstanding immediately prior to the Effective Time will be cancelled and the holder will have the right to receive the Merger Consideration of $57.00 in cash, without interest, less any applicable tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration, subject to any required tax withholding, in respect of each Capri ordinary share that you own (other than any Dissenting Shares or Cancelled Shares) immediately prior to the Effective Time, but you will no longer have any rights as a Capri shareholder.

At the Effective Time, each Capri Option with a per share exercise price equal to or in excess of the Merger Consideration and that is outstanding and unexercised immediately prior to the Effective Time will be converted automatically into a Tapestry Option to purchase the number of shares of Tapestry common stock equal to the product obtained by multiplying (x) the number of Capri ordinary shares subject to the Capri Option immediately prior to the Effective Time, by (y) the Conversion Ratio, with any fractional shares rounded down to the nearest whole share. Each Tapestry Option will have an exercise price per share of Tapestry common stock equal to (i) the per share exercise price for Capri ordinary shares subject to the corresponding Capri Option immediately prior to the Effective Time divided by (ii) the Conversion Ratio, rounded up to the nearest whole cent. Each Tapestry Option will otherwise be subject to the same terms and conditions applicable to the corresponding Capri Option under the applicable Capri equity plan and award agreements, including vesting terms and terms related to the treatment upon termination of employment.

At the Effective Time, each Capri Option with a per share exercise price that is less than the Merger Consideration and that is outstanding and unexercised immediately prior to the Effective Time will be cancelled, with the holder of such Capri Option becoming entitled to receive an amount in cash equal to the product obtained by multiplying (i) the number of Capri ordinary shares subject to such Capri Option as of immediately prior to the Effective Time, by (ii) the excess of the Merger Consideration over the per share exercise price applicable to the Capri Option.

At the Effective Time, (i) each Capri RSU that is outstanding immediately prior to the Effective Time and that is held by a non-employee director or named executive officer of Capri will vest as of the Effective Time and will be cancelled, with the holder of such Capri RSU becoming entitled to receive the Merger Consideration in respect of each Capri ordinary share subject to such Capri RSU immediately prior to the Effective Time, and (ii) each Capri RSU (other than any Capri RSU covered by the preceding clause (i)) that is outstanding immediately prior to the

Effective Time will be converted automatically into a Tapestry RSU equal to the product obtained by multiplying (i) the total number of Capri ordinary shares subject to the Capri RSU immediately prior to the Effective Time by (ii) the Conversion Ratio, with any fractional shares rounded to the nearest whole share. Each Tapestry RSU shall otherwise be subject to the same terms and conditions applicable to the corresponding Capri RSU under the applicable Capri equity plan and award agreements, including vesting terms and terms related to the treatment upon termination of employment.

At the Effective Time, each Capri PSU that is outstanding immediately prior to the Effective Time will fully vest and be cancelled in consideration for the right to receive the Merger Consideration with respect to the number of Capri ordinary shares equal to the number of Capri ordinary shares subject to such Capri PSU immediately prior to the Effective Time (with such number of Capri ordinary shares determined based on (i) actual performance as determined by the Compensation Committee for any fully completed measurement period or performance period, as applicable, ended prior to the Effective Time to the extent the Compensation Committee can reasonably determine the level of achievement of performance for such completed measurement period or performance period, as applicable, prior to the Effective Time, and (ii) target performance for any measurement period or performance period, as applicable, for which performance has not previously been determined).

The terms of the Merger are the result of arm’s-length negotiations between Capri and Tapestry. The following is a summary of the events leading up to the entry into the Merger Agreement and the key meetings, negotiations, discussions and actions between Capri and Tapestry and their respective advisors that preceded the public announcement of the Merger. Unless otherwise indicated, the dates referred to herein occurred in 2023.

From time to time, the Board of Directors, together with Capri’s senior management, has reviewed and evaluated Capri’s business strategies, opportunities and challenges as part of its consideration and evaluation of Capri’s prospects and ways to maximize shareholder value. These reviews and evaluations have focused on a diverse array of topics, including, among others, internal growth strategies, potential divestitures and separation transactions and potential acquisitions by Capri. The Board of Directors has also periodically reviewed with senior management and external advisors the global personal luxury goods industry, trends and landscape and discussed the possibility of an acquisition of Capri or one or more of its brands by a strategic or financial buyer. Nonetheless, except with respect to Tapestry as described below, in the two years prior to Tapestry’s proposal to acquire Capri made on April 4 through the date the Merger Agreement was executed, Capri did not have any discussions with any other party regarding a potential acquisition of Capri or one or more of its brands that led to Capri entering into a confidentiality or standstill agreement, or sharing non-public information, with any such party.

On November 1, 2022, the Board of Directors held a meeting. At the meeting, representatives of Barclays reviewed certain potential strategic alternatives the Board of Directors could consider pursuing, including a sale of Capri, an initial public offering of equity interests of a holding company owning Capri’s luxury businesses of Versace and Jimmy Choo (which we refer to as a “Versace and Jimmy Choo IPO”) and a sale of Capri’s Versace and Jimmy Choo businesses, as well as maintaining the status quo and continuing to execute on Capri’s standalone business plan. Representatives of Barclays indicated their view that, based upon their knowledge of the global personal luxury goods industry and the likely strategic and financial buyers of companies with similar characteristics as Capri in such industry, there were likely only a limited number of other parties who might be interested in, and capable of, purchasing the whole company, and that while there was likely to be strategic interest in acquiring the Versace business, there would likely be less strategic interest in acquiring the luxury businesses of Versace and Jimmy Choo together. After discussion, the Board of Directors authorized Capri senior management to work with advisors to further explore the potential for a Versace and Jimmy Choo IPO.

On January 31, the Board of Directors held a meeting. At the meeting, representatives of Barclays and members of Capri’s senior management reviewed the work that had been done with respect to a Versace and Jimmy Choo IPO since the November 1, 2022 meeting. After discussion, the Board of Directors determined that a Versace and Jimmy Choo IPO could be value enhancing at the appropriate time, but not at that time, and determined to revisit the exploration of a Versace and Jimmy Choo IPO at a later date.

On March 20, Joanne Crevoiserat, Director and Chief Executive Officer of Tapestry, contacted Mr. Idol to request a meeting to discuss industry dynamics and the strategic opportunities and challenges that both Tapestry and Capri face. Ms. Crevoiserat followed up with Mr. Idol on March 30 to request that the parties meet to discuss a topic of strategic importance.

On April 4, Ms. Crevoiserat and Mr. Idol met, at which meeting Ms. Crevoiserat proposed to Mr. Idol an acquisition of Capri by Tapestry in an all-cash transaction priced at $60.00 per Capri ordinary share (which we refer to as the “April 4 proposal”). Ms. Crevoiserat indicated that she would provide a formal written offer to Mr. Idol outlining the April 4 proposal the following day.

On April 5, Ms. Crevoiserat sent Mr. Idol a letter (which we refer to as the “April 5 Tapestry Letter” and together with the April 4 proposal, the “April Tapestry Offer”) containing the terms of the April 4 proposal and highlighting certain priority due diligence items. David Howard, General Counsel and Secretary of Tapestry, also shared a draft confidentiality agreement with Krista McDonough, Senior Vice President, General Counsel and Chief Sustainability Officer of Capri, containing, among other terms, a customary standstill provision.

On April 5, Mr. Idol called Robin Freestone, Lead Director of the Board of Directors, to notify him of the April Tapestry Offer, and arranged for Ms. McDonough to coordinate holding a meeting of the Board of Directors on April 10.

On April 7, Mr. Idol, Mr. Edwards, Ms. McDonough and a representative of Barclays had a call with Mr. Freestone to discuss the April Tapestry Offer and to review the agenda and materials for the upcoming Board of Directors meeting.

On April 10, the Board of Directors held a meeting. At the meeting, Mr. Idol updated the Board of Directors regarding the April Tapestry Offer. Representatives of Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”), counsel to Capri, then provided an overview of the Board of Directors’ fiduciary and statutory duties, including in considering the April Tapestry Offer. The Board of Directors then discussed with members of Capri senior management and representatives of Barclays the April Tapestry Offer and other potential strategic alternatives, including a Versace and Jimmy Choo IPO, a sale of the Versace and Jimmy Choo businesses and maintaining the status quo and continuing to execute on Capri’s standalone business plan, the timing of the letter vis-à-vis Capri’s fiscal year end and other potential acquirors that could conceivably be interested in, and capable of, acquiring Capri. Representatives of Barclays indicated their view that, based upon their knowledge of the global personal luxury goods industry and the likely strategic and financial buyers of targets with similar characteristics as Capri in such industry, there were likely only a limited number of other parties who might be interested in, and capable of, purchasing the whole company and paying a price comparable to or above that offered by Tapestry. After discussion, the Board of Directors determined that it would make a decision regarding the April Tapestry Offer after Capri senior management had completed and reviewed with the Board of Directors its fiscal year 2024 budget and three-year plan, which were being prepared in the ordinary course, and requested Barclays to review at a subsequent Board of Directors meeting, Barclays’ preliminary financial analyses of Capri and strategic alternatives that might be available to Capri. After the representatives of Barclays departed the meeting, Mr. Idol also discussed with the Board of Directors the potential engagement of Barclays as financial advisor in connection with the April Tapestry Offer and other similar transactions. The Board of Directors authorized Capri senior management to negotiate an engagement of Barclays as discussed at the meeting, with management to revert to the Board of Directors for final approval of an engagement once all key terms were negotiated.

On April 11, Mr. Idol sent a letter to Ms. Crevoiserat indicating that he had discussed the April Tapestry Offer with the Board of Directors and that the Board of Directors would not be in a position to respond substantively until the first half of May due to Capri’s fiscal year having just ended and the ongoing ordinary course preparation of Capri management’s fiscal year 2024 budget and three-year plan.

On May 1, Mr. Idol and the Chairman and Chief Executive Officer of a multi-industry holding company (which we refer to as “Company A”) had a meeting. At the meeting, the Chairman and Chief Executive Officer of Company A discussed with Mr. Idol on a preliminary basis a range of potential transactions, including either an acquisition of both Versace and Jimmy Choo or a potential investment in Versace and Jimmy Choo in the event Capri pursued a Versace and Jimmy Choo IPO. The Chairman and Chief Executive Officer of Company A indicated to Mr. Idol that the two should meet again at a later date to discuss further.

On May 1, the Chairman and Chief Executive Officer of an international luxury goods company (which we refer to as “Company B”), who Mr. Idol has previously spoken to in 2020, told Mr. Idol, that Company B was interested in resuming prior conversations between the parties concerning a potential acquisition of both Versace and Jimmy Choo. Mr. Idol and the Chairman and Chief Executive Officer of Company B agreed to discuss further at a later date.

On May 2, the Board of Directors held a meeting. Mr. Idol and Mr. Edwards presented regarding Capri’s expected fiscal year 2023 financial performance, Capri management’s fiscal year 2024 budget and three-year plan and the May 2023 Projections (as defined below). After discussion, the Board of Directors approved the May 2023 Projections. Also at the meeting, the Board of Directors met in executive session, during which session Mr. Idol updated the other members of the Board of Directors on his conversations with representatives of Company A and Company B, and indicated his belief based on those conversations that neither Company A nor Company B was interested in purchasing the whole company. Messrs. Idol and Edwards and Ms. McDonough reviewed with the Board of Directors the proposed terms of the engagement of Barclays, as well as a disclosure letter containing Barclays’ conflict of interest disclosures, and the Board of Directors, after discussion, resolved to authorize the engagement of Barclays on the terms discussed.

On May 9, the Board of Directors held a meeting. Representatives of Barclays reviewed its preliminary financial analysis of Capri and also discussed certain potential strategic alternatives, including a sale of Capri, a Versace and Jimmy Choo IPO and a sale of Capri’s Versace and Jimmy Choo brands, as well as maintaining the status quo and continuing to execute on Capri’s standalone business plan. The representatives of Barclays also reiterated their view that, based upon their knowledge of the global personal luxury goods industry and the likely strategic and financial buyers of targets with similar characteristics as Capri in such industry, there were likely only a limited number of other parties who might be interested in, and capable of, purchasing the whole company and paying a price comparable to or above that offered by Tapestry, and their preliminary views regarding Tapestry’s ability to finance the transaction and the potential terms thereof. The Board of Directors further discussed that pursuing an acquisition of Capri was likely to be more value enhancing than the other alternatives discussed, including a sale of Versace and Jimmy Choo, a Versace and Jimmy Choo IPO and maintaining the status quo and continuing to execute on Capri’s standalone business plan, taking into account, among other things, the preliminary analysis discussed with Barclays and the execution risk and timing associated with the different alternatives discussed. After discussion, the Board of Directors indicated its support for exploring the proposed transaction with Tapestry and authorized Capri’s management to engage in discussions with Tapestry regarding the April Tapestry Offer (including negotiating and executing a confidentiality agreement and providing Tapestry with nonpublic information to facilitate a due diligence investigation at the appropriate time), and instructed Mr. Idol to keep the Board of Directors apprised of the status of discussions.

On May 9, at the instruction of Capri senior management, representatives of Barclays indicated to representatives of Morgan Stanley & Co., LLC (which we refer to as “Morgan Stanley”), financial advisor to Tapestry, that the Board of Directors was supportive of providing Tapestry with due diligence as part of exploring a sale of Capri to Tapestry but that Tapestry would need to improve its offer above $60.00 per Capri ordinary share.

On May 10, representatives of Morgan Stanley, at the direction of Tapestry, communicated to representatives of Barclays that Tapestry would not increase its bid at that time and would need access to additional diligence materials that demonstrated increased value in order to consider an increased offer.

On May 21, the Board of Directors held a meeting. Mr. Edwards, Ms. McDonough and representatives of Barclays and Wachtell Lipton were in attendance. Representatives of Barclays reviewed its preliminary financial analysis of Capri and reviewed with the Board of Directors certain potential strategic alternatives, including a sale of Capri, a Versace and Jimmy Choo IPO and a sale of Capri’s Versace and Jimmy Choo brands, as well as maintaining the status quo and continuing to execute on Capri’s standalone business plan. The representatives of Barclays also reiterated their view that, based upon their knowledge of the global personal luxury goods industry and the likely strategic and financial buyers of targets with similar characteristics as Capri in such industry, there were likely only a limited number of other parties who might be interested in, and capable of, purchasing the whole company and paying a price comparable to or above that offered by Tapestry. The Board of Directors discussed that pursuing an acquisition of Capri was likely to be more value enhancing than the other alternatives discussed, including a sale of Versace and Jimmy Choo, a Versace and Jimmy Choo IPO and maintaining the status quo and continuing to execute on Capri’s standalone business plan, taking into account, among other things, the preliminary analysis discussed with Barclays and the execution risk and timing associated with the different alternatives discussed. Mr. Idol also discussed with the Board of Directors fourth quarter and fiscal 2023 year end results and

business trends, risks and opportunities. After discussion, the Board of Directors continued to indicate its support for exploring the proposed transaction with Tapestry, authorized Capri senior management and its advisors to continue discussions with Tapestry, and instructed Capri senior management to keep the Board of Directors apprised of the status of discussions.

On May 31, Capri issued a press release announcing its earnings for the fourth quarter of its 2023 fiscal year, indicating a 10.5% decrease in total revenue in the fourth quarter of fiscal year 2023 compared to the fourth quarter of fiscal year 2022. The price of Capri ordinary shares fell 10.34% during the trading day.

On June 5, at the instruction of Capri senior management, representatives of Barclays contacted representatives of Morgan Stanley to inquire whether the April Tapestry Offer was still outstanding. Representatives of Morgan Stanley indicated to representatives of Barclays that Tapestry continued to be interested in a proposed transaction, but would need to be provided with additional due diligence, including responses to its initial diligence requests from the April 5 Tapestry Letter, before Tapestry would be prepared to engage further on value. Representatives of Barclays conveyed the request for additional due diligence to Capri senior management. Representatives of Morgan Stanley and Barclays also discussed arranging a meeting between the Capri and Tapestry management teams on June 12.

Also on June 5, Mr. Idol and the Chairman and Chief Executive Officer of Company A again met. At the meeting, the Chairman and Chief Executive Officer of Company A discussed with Mr. Idol on a preliminary basis either an acquisition of both Versace and Jimmy Choo or a potential investment in Versace and Jimmy Choo in the event Capri pursued a Versace and Jimmy Choo IPO. The Chairman and Chief Executive Officer of Company A indicated to Mr. Idol that the two should meet again at a later date to discuss further.

On June 8, ahead of the management meeting scheduled for June 12, Ms. McDonough sent Mr. Howard comments to the draft confidentiality agreement and responses to the diligence requests contained in the April 5 Tapestry Letter.

On June 12, Mr. Idol, Ms. Crevoiserat and representatives of Barclays and Morgan Stanley met and discussed Tapestry’s due diligence requests and timing expectations for both parties. Ms. Crevoiserat indicated that if Tapestry received adequate due diligence, Tapestry would use best efforts to submit a revised proposal by July 11.

On June 13, Capri and Tapestry executed a confidentiality agreement, containing, among other terms, a customary standstill provision.

On June 14, representatives of Barclays, at the direction of Capri management, granted Tapestry and its advisors access to Capri’s virtual data room.

On June 15, Ms. McDonough, Mr. Howard and other representatives of Tapestry and representatives of Wachtell Lipton and Latham & Watkins LLP (which we refer to as “Latham & Watkins”), counsel to Tapestry, met to discuss regulatory filings potentially required in connection with a potential transaction.

On June 21, Messrs. Idol and Edwards and Ms. McDonough participated in an in-person management meeting with Ms. Crevoiserat, Mr. Howard, Scott Roe, Chief Financial Officer and Chief Operating Officer of Tapestry, and other representatives of Tapestry where Capri management reviewed certain business and financial due diligence items with Tapestry. Capri provided the May 2023 Projections to Tapestry and its advisors in advance of such meeting, and Messrs. Idol and Edwards further discussed the May 2023 Projections with representatives of Tapestry and Morgan Stanley at the meeting. Representatives of Barclays, Latham & Watkins, Morgan Stanley and Wachtell Lipton also attended the meeting.

On June 28, Mr. Edwards and Ms. McDonough participated in a video conference call with Messrs. Roe and Howard and other representatives of Tapestry in order to answer further business and financial due diligence requests of Tapestry. Representatives of Barclays, Latham & Watkins, Morgan Stanley and Wachtell Lipton also attended the meeting. Mr. Edwards again discussed the May 2023 Projections with representatives of Tapestry and Morgan Stanley during the meeting. Ms. McDonough, Mr. Howard and representatives of Tapestry, along with representatives of Wachtell Lipton and Latham & Watkins, also held a legal due diligence call later that day.

On June 28, Mr. Idol and the Chairman and Chief Executive Officer of Company A had a meeting. At the meeting, the Chairman and Chief Executive Officer of Company A indicated Company A was only interested in a potential investment in Versace and Jimmy Choo. The parties discussed an investment in Capri, but Company A indicated that any interest in Capri would be a minority stake.

On July 11, Ms. Crevoiserat and Mr. Idol, together with representatives of Barclays and Morgan Stanley, met. Representatives of Morgan Stanley indicated that Tapestry required additional business due diligence before submitting its revised proposal.

On July 17, representatives of Morgan Stanley spoke with representatives of Barclays to coordinate a call between Capri and Tapestry’s chief financial officers to discuss Capri’s financial and operating performance in the first quarter of its 2024 fiscal year.

On July 20, Mr. Edwards and Ms. McDonough met with representatives of Tapestry, including Messrs. Roe and Howard, to discuss Capri’s financial and operating performance in the first quarter of its 2024 fiscal year. Representatives of Barclays and Morgan Stanley also attended the meeting.

From the date prior to the April 4 Proposal through the end of the trading day on July 26, Capri’s share price fell from $47.03 to $36.47, or 22.5%.

On July 27, Ms. Crevoiserat spoke to, and subsequently submitted a revised offer letter to, Mr. Idol proposing an acquisition of Capri by Tapestry in an all-cash transaction priced at $54.00 per Capri ordinary share, based on factors, including, among others, the learnings and conclusions that Tapestry had drawn from the diligence provided by Capri. Mr. Idol, based on prior discussions with the Board of Directors, rejected the proposal.

Throughout the day on July 27, representatives of Barclays, at the instruction of Capri senior management, and representatives of Morgan Stanley, at the instruction of Tapestry senior management, exchanged multiple calls to discuss the offer price. During these calls, representatives of Barclays and Morgan Stanley, each at the instruction of their respective client, discussed their clients’ respective flexibility on price, with Morgan Stanley indicating Tapestry may be willing to increase its all-cash offer to $55.00 and Barclays indicating that Capri may be willing to accept an all-cash offer of $59.00, in each case, subject to approval of their respective boards of directors and negotiation of definitive transaction documentation. During these calls, representatives of Barclays also indicated, at the instruction of Capri senior management, that Capri may be willing, if Tapestry increased its offer price, to accept an offer that did not contain a “go-shop” provision permitting Capri to solicit alternative offers for Capri and for either of the Versace and/or Jimmy Choo brands for a limited period following signing of the merger agreement subject to the approval of the Board of Directors.

On July 29, representatives of Morgan Stanley, at the instruction of Tapestry senior management, called representatives of Barclays and proposed a revised all-cash proposal of $56.50 per Capri ordinary share (the “July 29 Proposal”). Representatives of Morgan Stanley indicated that the increased offer price was conditional on Capri dropping its request to include a “go-shop” provision in the merger agreement. Representatives of Morgan Stanley and Barclays also discussed the timeline for negotiating and executing transaction agreements and announcing a potential transaction if the parties were able to agree on terms, and Barclays conveyed Capri’s desire to sign and announce a transaction on or prior to August 10. Morgan Stanley indicated that Tapestry would be willing to use best efforts to meet that timeline if it received satisfactory responses to its various diligence requests in a timely manner.

On July 29, Mr. Idol and the Chief Executive Officer of a luxury fashion house (which we refer to as “Company C”) had a meeting. The Chief Executive Officer of Company C discussed with Mr. Idol on a preliminary basis the potential acquisition by Company C of a minority stake in Versace and Jimmy Choo. Mr. Idol indicated that, based on prior discussions of the Board of Directors, he did not believe that the Board of Directors would be interested in such a transaction. The parties then discussed a potential acquisition by Company C of a majority stake in Versace and Jimmy Choo. The Chief Executive Officer of Company C indicated to Mr. Idol that he or she would meet again with Mr. Idol in the fall of 2023 to discuss a potential transaction further.

On July 30, at the instruction of Capri senior management and based on prior discussions of the Board of Directors, representatives of Barclays contacted representatives of Morgan Stanley and rejected Tapestry’s July 29 Proposal.

Later in the day on July 30, Ms. Crevoiserat contacted Mr. Idol. After discussion, Ms. Crevoiserat and Mr. Idol agreed that each would propose a revised all-cash price of $57.00 per Capri ordinary share to their respective boards of directors, without a “go-shop” provision in the merger agreement, subject to all other terms and conditions being negotiated and agreed. Ms. Crevoiserat also informed Mr. Idol that she required to meet with the chief executive officers of each of Versace, Jimmy Choo and Michael Kors, as well as Donatella Versace and Michael Kors before

finalizing any transaction. Ms. Crevoiserat and Mr. Idol also discussed the timing of announcement of the transaction and agreed to use best efforts to announce a potential transaction, subject to completion of Tapestry’s diligence, the approval of each party’s respective boards of directors and provided the parties could agree upon final terms, on or prior to August 10.

On July 31, the Board of Directors held a meeting. Mr. Edwards, Ms. McDonough and representatives of Barclays and Wachtell Lipton were present at the meeting. Messrs. Idol and Edwards provided an update on the status of negotiations with Tapestry, the due diligence conducted by Tapestry, Ms. Crevoiserat’s request to meet with the chief executive officers of Versace, Jimmy Choo and Michael Kors, Ms. Versace and Mr. Kors, the current state of Capri’s business and the personal luxury goods industry in North America, Europe and Asia and the competitive landscape of the industry and the August 2023 Projections (as defined below), including the additional planned capital expenditures to refurbish Michael Kors stores not reflected in the May 2023 Projections, forward-looking trends and changes in business performance. Mr. Idol also provided an update on discussions with representatives of Company A and Company C (as well as the fact that there had been no further discussions with Company B since the May 1 meeting) and indicated his view that there were likely only a limited number of other parties who might be interested in, and capable of, purchasing the whole company and paying a price comparable to or above that offered by Tapestry, and that none of Company A, Company B or Company C expressed interest in acquiring the whole company. Next, representatives of Barclays reviewed the revised proposal, and Barclays’ preliminary financial analysis of Capri. The Board of Directors, management and representatives of Barclays discussed the factors driving the decrease in Tapestry’s proposed price since the April Tapestry Offer, including, among others, the ongoing negative dynamics in the industry, learnings and conclusions that Tapestry may have drawn from its due diligence findings, Capri’s recent negative share price performance (including that its share price had declined approximately 22.5% since the April Tapestry Offer) and its implications for the premium paid analysis. Next, Ms. McDonough and representatives of Wachtell Lipton discussed key legal considerations and terms in connection with the transaction, including regulatory considerations, conditions to closing and provisions regarding Capri’s ability to solicit and enter into competing proposals. Lastly, Mr. Idol discussed potential timing of announcing the transaction on or prior to August 10 (and potentially postponing Capri’s scheduled first quarter fiscal year 2024 earnings announcement to coincide with announcement of the transaction). Discussion ensued, and the Board of Directors resolved to authorize Capri senior management to move forward with negotiating, together with its advisors, the terms and conditions of the potential transaction at the revised price of $57.00 per Capri ordinary share, subject to the Board of Directors’ review and approval of the final terms. The Board of Directors, after discussion, also approved the August 2023 Projections subject to Mr. Edwards finalizing the August 2023 Projections consistent with the Board of Directors’ discussion at the meeting.

On August 1, representatives of Latham & Watkins sent representatives of Wachtell Lipton a draft merger agreement, which, among other things, proposed (a) a fee equal to 4.5% of the total equity consideration payable by Capri to Tapestry in the event the merger agreement were terminated in connection with events relating to acceptance of a competing proposal by Capri, (b) that Tapestry would reimburse Capri’s expenses up to $20 million in the event the merger agreement were terminated in connection with events relating to failure to obtain regulatory approvals, (c) that Capri would reimburse Tapestry’s expenses up to $20 million in the event the merger agreement were terminated due to a failure of Capri’s shareholders to approve the transaction and (d) that the outside date after which either party could terminate the merger agreement if the transaction has not yet been consummated would be one year following signing of the merger agreement, subject to two three-month extensions in certain circumstances.

On August 3, representatives of Wachtell Lipton sent representatives of Latham & Watkins a revised draft of the merger agreement, which, among other things, (a) proposed a fee equal to 2.5% of the total equity consideration payable by Capri to Tapestry in the event the merger agreement were terminated in connection with events relating to acceptance of a competing proposal by Capri, (b) proposed a fee equal to 2.5% of the total equity consideration payable by Tapestry to Capri in the event the merger agreement were terminated in connection with events relating to failure to obtain regulatory approvals, (c) rejected the proposal that Capri would reimburse Tapestry’s expenses in connection with a failure of Capri’s shareholders to approve the transaction and (d) proposed that the outside date after which either party could terminate the merger agreement if the transaction has not yet been consummated would be six months following signing of the merger agreement, subject to two three-month extensions in certain circumstances.

On August 3, Mr. Edwards sent representatives of Barclays the August 2023 Projections, which had been finalized consistent with the Board of Directors’ instructions at the July 31 meeting.

From August 4 until the signing of the merger agreement, representatives of Wachtell Lipton and Latham & Watkins negotiated ancillary materials, including the Articles of Merger and the Plan of Merger.

On August 6, representatives of Latham & Watkins sent representatives of Wachtell Lipton a revised draft of the merger agreement, which, among other things, (a) proposed a fee equal to 4% of the total equity consideration payable by Capri to Tapestry in the event the merger agreement were terminated in connection with events relating to acceptance of a competing proposal by Capri, (b) proposed that Tapestry would reimburse Capri’s expenses up to $25 million in the event the merger agreement were terminated in connection with events relating to failure to obtain regulatory approvals, (c) reinserted the proposal that Capri would reimburse Tapestry’s expenses in connection with a failure of Capri’s shareholders to approve the transaction and (d) reverted to the prior proposal that the outside date after which either party could terminate the merger agreement if the transaction has not yet been consummated would be one year following signing of the merger agreement, subject to two three-month extensions in certain circumstances.

Later that day on August 6, representatives of Wachtell Lipton sent representatives of Latham & Watkins an initial draft of the Capri disclosure letter.

Throughout the week of July 31 and until shortly prior to the signing of the merger agreement, representatives of Tapestry and its advisors received access to additional due diligence information from Capri and continued to conduct due diligence on Capri’s business, including through scheduling and attending calls with members of Capri management and reviewing information provided by Capri through a virtual data room.

On August 6, Ms. Crevoiserat met with Jenna Hendricks, Senior Vice President and Chief People Officer of Capri, to discuss certain human resources diligence matters and the employee culture at Capri and its brands.

In the morning on August 7, Capri issued a press release announcing the rescheduling of its first quarter fiscal year 2024 earnings release and conference call to August 10.

On August 7, the Chief Executive Officer of Company C reached out to Mr. Idol to express interest in conducting due diligence to assess whether to potentially acquire a majority stake in Versace and Jimmy Choo. Based on prior discussions with the Board of Directors and given the status of negotiations with Tapestry, Mr. Idol did not respond to the Chief Executive Officer of Company C.

On August 7, Ms. Crevoiserat, Mr. Idol and Ms. Hendricks met with the chief executive officers of Versace, Jimmy Choo and Michael Kors in order to discuss the proposed transaction and the creative direction and financial and operating performance of Versace, Jimmy Choo and Michael Kors, respectively. Also on August 7, Ms. Crevoiserat, Mr. Idol and Ms. Hendricks met with Michael Kors to discuss Tapestry’s creative vision for the Michael Kors brand.

Later in the day on August 7, Messrs. Roe and Howard and representatives of Morgan Stanley met with Mr. Edwards, Ms. McDonough and representatives of Barclays to discuss financial due diligence matters, including the August 2023 Projections.

Early in the morning of August 8, representatives of Wachtell Lipton sent representatives of Latham & Watkins a revised draft of the merger agreement, which, among other things, (a) proposed a fee equal to 2.5% of the total equity consideration payable by Capri to Tapestry in the event the merger agreement were terminated in connection with events relating to acceptance of a competing proposal by Capri, (b) proposed that Tapestry would reimburse Capri’s expenses up to $85 million in the event the merger agreement were terminated in connection with events relating to failure to obtain regulatory approvals, (c) rejected the proposal that Capri would reimburse Tapestry’s expenses in connection with a failure of Capri’s shareholders to approve the transaction and (d) proposed that the outside date after which either party could terminate the merger agreement if the transaction has not yet been consummated would be one year following signing of the merger agreement, subject to one three-month extension in certain circumstances.

On August 8, the Board of Directors held a meeting. Mr. Edwards, Ms. McDonough, Ms. Hendricks and representatives of Barclays and Wachtell Lipton were present at the meeting. Representatives of Wachtell Lipton provided a review of the Board of Directors’ fiduciary and statutory duties in the context of the consideration of the proposed transaction. Mr. Idol, Ms. McDonough and representatives of Barclays and Wachtell Lipton updated the Board of Directors on negotiations with Tapestry since the July 31 meeting, including a detailed review of the key provisions of the current draft of the merger agreement and the unresolved issues, Tapestry’s contemplated financing

of the transaction, the expected timeline to obtain shareholder and regulatory approvals following announcement of the transaction and the meetings with the chief executive officers of Versace, Jimmy Choo and Michael Kors, Ms. Versace and Mr. Kors, which Ms. Crevoiserat had requested. Discussion ensued, and the Board of Directors resolved to authorize Capri senior management to continue negotiating, together with its advisors, the remaining terms and conditions of the potential transaction, subject to the Board of Directors’ review and approval of the final terms. The Board of Directors agreed to reconvene on August 9 to consider approval of the final terms of the transaction, if the negotiations had concluded by such time.

On August 8, Mr. Idol and Ms. Hendricks introduced Ms. Crevoiserat to Ms. Versace and the two discussed the potential transaction.

On August 8, representatives of Latham & Watkins sent representatives of Wachtell Lipton a revised draft of the merger agreement, which, among other things, (a) proposed a fee equal to 4% of the total equity consideration payable by Capri to Tapestry in the event the merger agreement were terminated in connection with events relating to acceptance of a competing proposal by Capri, (b) proposed that Tapestry would reimburse Capri’s expenses up to $25 million in the event the merger agreement were terminated in connection with events relating to failure to obtain regulatory approvals, (c) accepted that Capri would not be required to reimburse Tapestry’s expenses in connection with a failure of Capri’s shareholders to approve the transaction and (d) reverted to the proposal that the outside date after which either party could terminate the merger agreement if the transaction has not yet been consummated would be one year following signing of the merger agreement, subject to two three-month extensions in certain circumstances.

On the morning of August 9, Mr. Idol, Mr. Edwards, Ms. McDonough, Ms. Crevoiserat, Mr. Roe, Mr. Howard and representatives of Barclays and Morgan Stanley met to discuss the remaining outstanding issues in the draft merger agreement and agreed, among other things, that (a) the outside date after which either party could terminate the merger agreement if the transaction has not yet been consummated would be one year following signing of the merger agreement, subject to two three-month extensions in certain circumstances, (b) the termination fee payable by Capri to Tapestry in the event the merger agreement were terminated in connection with events relating to competing proposals would equal approximately 3.5% of equity value and (c) the expense reimbursement payable by Tapestry to Capri in the event the merger agreement were terminated in connection with events relating to failure to obtain regulatory approvals would be subject to a cap which would be equal to $30 million, $40 million or $50 million depending on the timing of the termination.

Later on the morning of August 9, representatives of Latham & Watkins sent representatives of Wachtell Lipton a draft of the Tapestry disclosure letter.

Later in the day on August 9, the Board of Directors held a meeting. Mr. Edwards, Ms. McDonough, Ms. Hendricks and representatives of Barclays and Wachtell Lipton were present at the meeting. Representatives of Wachtell Lipton reminded the Board of Directors of their fiduciary and statutory duties in the context of the consideration of the proposed transaction and described the outcome of the parties’ negotiations over the remaining outstanding issues. Representatives of Barclays reviewed their financial analyses of Capri and the proposed transaction and delivered an oral opinion, subsequently confirmed by delivery of a written opinion, that, as of the date of such opinion and based upon and subject to the various matters and limitations set forth in the written opinion, the consideration to be offered to the shareholders of Capri pursuant to the merger agreement was fair to such shareholders from a financial point of view. After discussion, the Board of Directors adopted resolutions (a) approving and authorizing Capri to execute and deliver the Merger Agreement, the Articles of Merger, the Plan of Merger and the other documents contemplated thereby, and approving the Merger and the transactions contemplated by the Merger Agreement, (b) determining that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Capri and its shareholders, (c) recommending that the Capri shareholders adopt a resolution authorizing the Merger Agreement and the Plan of Merger and approving the Merger and the transactions contemplated by the Merger Agreement and (d) submitting the Merger Agreement and the Plan of Merger to the holders of Capri ordinary shares for their approval.

On the evening of August 9, the Wall Street Journal announced that Tapestry and Capri were close to reaching agreement to enter into a transaction pursuant to which Tapestry would acquire Capri.

On August 9 and through the morning of August 10, representatives of Wachtell Lipton and Latham & Watkins finalized the draft merger agreement, related disclosure letters and all ancillary materials.

On the morning of August 10, Capri, Tapestry and Merger Sub executed the Merger Agreement and Capri and Tapestry issued a joint press release announcing the entry into the Merger Agreement.

The Board of Directors has unanimously: (a) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Capri and its shareholders, (b) recommended that the shareholders of Capri adopt a resolution authorizing the Merger Agreement and the Plan of Merger and approve the Merger and the other transactions contemplated by the Merger Agreement, and (c) resolved to submit such matters for approval by Capri shareholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The Board of Directors recommends that you vote “FOR” approval of the Merger Agreement Proposal.

The Board of Directors, at a meeting held on August 9, 2023, adopted resolutions unanimously (a) approving and authorizing Capri to execute and deliver the Merger Agreement, the Plan of Merger and the other documents contemplated thereby, and approving the Merger and the other transactions contemplated by the Merger Agreement, (b) determining that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Capri and its shareholders, (c) recommending that Capri’s shareholders approve the Merger Agreement Proposal, and (d) submitting the Merger Agreement and the Plan of Merger to Capri shareholders for their approval.

In arriving at its determinations and recommendations, the Board of Directors reviewed and discussed a significant amount of information and consulted with members of senior management and its independent legal and financial advisors.

Potential Positive Factors. In recommending that shareholders vote in favor of the Merger Agreement Proposal, the Board of Directors considered a number of factors, including, among others, the following (not necessarily in order of relative importance) that the Board of Directors believes support its decision:

Potential Negative Factors. In the course of reaching its recommendation, the Board of Directors also considered a variety of risks and potentially negative factors concerning the Merger and the Merger Agreement, including the following (not necessarily in order of relative importance), among others:

The foregoing discussion of the information and factors considered by the Board of Directors is intended to be illustrative and not exhaustive, but includes the material factors considered by the Board of Directors. In reaching its determination and recommendation, the Board of Directors did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board of Directors may have considered various factors differently. The Board of Directors did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, each individual member of the Board of Directors applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors based its recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Capri engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for Capri, including a possible sale of Capri, pursuant to an engagement letter dated May 2, 2023. On August 9, 2023, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the Board of Directors that, as of the date of such opinion and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be offered to the shareholders of Capri in the Merger is fair to such shareholders from a financial point of view.

The full text of Barclays’ written opinion is attached as Annex B to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the Board of Directors, addresses only the fairness, from a financial point of view, of the consideration to be offered to the shareholders of Capri and does not constitute a recommendation to any shareholder of Capri as to how such shareholder should vote with respect to the Merger or any other matter. The terms of the Merger were

determined through arm’s-length negotiations between Capri and Tapestry and were unanimously approved by the Board of Directors. Barclays did not recommend any specific form of consideration to Capri or that any specific form of consideration constituted the only appropriate consideration for the Merger. Barclays was not requested to address, and its opinion does not in any manner address, Capri’s underlying business decision to proceed with or effect the Merger, the likelihood of the consummation of the Merger, or the relative merits of the Merger as compared to any other transaction in which Capri may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the consideration to be offered to the shareholders of Capri in the Merger. No limitations were imposed by the Board of Directors upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

In arriving at its opinion, Barclays, among other things:

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of management of Capri that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the management projections of Capri, upon advice of Capri, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Capri as to Capri’s future financial performance. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of Capri and did not make or obtain any evaluations or appraisals of the assets or liabilities of Capri. In addition, Barclays was not authorized by Capri to solicit, and did not solicit, any indications of interest from any third party with respect to the purchase of all or a part of Capri’s business. Barclays’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, the date of such opinion. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after such date.

Additionally, Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement in all respects material to Barclays’ analysis. Barclays also assumed, upon the advice of Capri, that all material governmental, regulatory and third-party approvals, consents and releases for the Merger would be obtained within the constraints contemplated by the Merger Agreement and that the Merger will be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the Merger, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood Capri had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the Capri ordinary shares but rather made its determination as to fairness, from a financial point of view, to Capri’s shareholders of the consideration to be offered to such shareholders in the Merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the Board of Directors. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Capri or any other parties to the Merger. No company, business or transaction considered in Barclays’ analyses and reviews is identical to Capri, Tapestry, Merger Sub, or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of Capri, Tapestry, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Capri with respect to the size, products, margins and other characteristics of their businesses, as well as customer demographic.

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse, and there are inherent differences in the business, operations, financial conditions and prospects of Capri and the companies included in the selected precedent transaction analysis. Accordingly, Barclays believed that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the proposed transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected precedent transactions and the Merger which would affect the acquisition values of the selected target companies and Capri. Based upon these judgments, Barclays selected a range of 8.0x to 10.0x multiples of enterprise value to the last twelve month earnings before interest, taxes, depreciation and amortization (which we refer to as “EV/LTM Adjusted EBITDA”), and applied such range to the management projections to calculate a range of implied prices per share of Capri. The following table sets forth the transactions analyzed based on such characteristics and the results of such analysis:

Barclays noted that on the basis of the selected precedent transaction analysis, the consideration of $57.00 per ordinary share was within the range of implied values per share calculated using management projections.

In order to estimate the present value of Capri ordinary shares, Barclays performed a discounted cash flow analysis of Capri. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows of the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

To calculate the estimated enterprise value of Capri using the discounted cash flow method, Barclays added (1) Capri’s projected after-tax unlevered free cash flows for the last nine months of fiscal year 2024 and fiscal years 2025 through 2028 based on management projections to (2) the “terminal value” of Capri as of March 31, 2028, and discounted such amount to its present value using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the adjusted tax-affected earnings before interest and tax expense, adding back depreciation and amortization, subtracting capital expenditures and other non-recurring expenses and adjusting for changes in working capital. The residual value of Capri at the end of the forecast period, or “terminal value,” was estimated by selecting a perpetuity growth rate of 2.0% which was derived by Barclays using its professional judgment and experience, taking into account the long-term inflation target and applying such growth rate to the management projections. The range of after-tax discount rates of 11.75% to 13.75% was selected based on an analysis of the weighted average cost of capital of Capri. Barclays then calculated a range of implied prices per share of Capri by subtracting estimated net debt as of July 1, 2023 from the estimated enterprise value using the perpetuity growth rate method and dividing such amount by the fully diluted number of outstanding Capri ordinary shares. The following summarizes the result of these calculations:

Barclays noted that on the basis of the discounted cash flow analysis, the consideration of $57.00 per share was within the range of implied values per share calculated using management projections.

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the Selected Comparable Company Analysis described below.

In order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values per ordinary share of Capri by reference to those companies, Barclays reviewed and compared specific financial and operating data relating to Capri with selected companies that Barclays, based on its experience in the luxury apparel and accessories industry, deemed comparable to Capri. The selected comparable companies with respect to Capri were:

Barclays calculated and compared various financial multiples and ratios of Capri and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each company’s ratio of its current stock price to its projected earnings per share for fiscal year 2024 (referred to as “P/FY2024E Adjusted EPS”), and each company’s enterprise value to its projected earnings before interest, taxes, depreciation and amortization for fiscal year 2024 (referred to as “EV/FY2024E Adjusted EBITDA”). The enterprise value of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity, the value of any preferred stock (at liquidation value) and the book value of any minority interest, and subtracting its cash and cash equivalents. All of these calculations were performed, and based on publicly available financial data (including FactSet) and closing prices, as of August 8, 2023, the last trading date prior to the delivery of Barclays’ opinion. The results of this selected comparable company analysis are summarized below:

Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with Capri. However, because no selected comparable company is exactly the same as Capri, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Capri and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Capri and the companies included in the selected company analysis. Based upon these judgments, Barclays selected a range of 6.6x to 8.6x multiples for EV/FY2024E Adjusted EBITDA and a range of 9.9x to 11.9x multiples for P/FY2024E Adjusted EPS and applied such range to the management projections to calculate a range of implied prices per ordinary share of Capri. The following summarizes the result of these calculations:

Barclays noted that on the basis of the selected comparable company analysis, the consideration of $57 per share was (1) within the range of implied values per share calculated in accordance with the EV/FY2024E Adjusted EBITDA analysis and (2) below the range of implied values per share calculated in accordance with the P/FY2024E Adjusted EPS analysis.

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The Board of Directors selected Barclays because of its familiarity with Capri and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Merger.

Barclays is acting as financial advisor to Capri in connection with the proposed transaction. As compensation for its services in connection with the proposed transaction, Capri paid Barclays a fee of $3,000,000 upon the delivery of Barclays’ opinion, which is referred to as the “Opinion Fee.” The Opinion Fee was not contingent upon the conclusion of Barclays’ opinion or the consummation of the Merger. Additional compensation of approximately $56 million will be payable on completion of the Merger, against which the amounts paid for the opinion will be credited. In addition, Capri has agreed to reimburse Barclays for certain reasonable out-of-pocket expenses incurred in connection with the Merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by Capri and the rendering of Barclays’ opinion. Barclays has performed various investment banking and financial services for Capri, Tapestry and their affiliates in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. For the period from January 1, 2021 through August 9, 2023, Barclays has provided financial services to Capri for which Barclays has received compensation in an amount of approximately $19.4 million. Specifically, in the past two years, Barclays has acted as a counterparty in hedging transactions of Capri’s European net assets. In addition, Barclays is currently a lender under Capri’s existing credit facility and has received and will receive customary fees in connection therewith. Barclays has not performed any investment banking services for Tapestry for which Barclays has earned fees in the past two years.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Capri and Tapestry and their respective affiliates for its own account and for the accounts of Barclays’ customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

While Capri has from time to time provided limited financial guidance to investors, Capri does not, as a matter of course, otherwise publicly disclose internal projections as to future performance, earnings, or other results beyond, prior to the announcement of the Merger, the then-next quarterly and the then-current or (in the case of fourth quarter reporting) the then-next annual period due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. However, in the ordinary course, Capri management prepares longer term strategic projections, which are periodically updated and reviewed with the Board of Directors and reflect Capri management’s financial and business outlook for Capri. In connection with the Merger, Capri is including in this proxy statement a summary of certain limited unaudited prospective financial information of Capri, on a standalone basis, without giving effect to the Merger, prepared by Capri management, because certain financial information was given to the Board of Directors, which it considered in connection with its evaluation of the Merger, as described below, and to Barclays for its use and reliance in connection with the financial analyses presented by Barclays to the Board of Directors and in Barclays’ opinion, as described in the section of this proxy statement entitled “— Opinion of Barclays Capital Inc.”

In early May 2023, as part of the Board of Directors’ and Capri management’s ordinary course planning process, Capri management prepared certain unaudited, preliminary financial projections for Capri for fiscal years 2024 through 2026 and an extrapolation of such projections for fiscal years 2027 and 2028 (which we refer to, collectively,

as the “May 2023 Projections”). The May 2023 Projections, other than the extrapolation for fiscal years 2027 and 2028 and the unlevered free cash flow, as further described under “— May 2023 Projections,” were subsequently made available to Tapestry in June 2023 as part of Tapestry’s due diligence investigation of Capri. In addition, during June 2023, as a result of ongoing strategic planning and positioning for Capri’s Michael Kors brand, management determined that Capri’s financial projections would need to reflect additional capital expenditures to refurbish Michael Kors stores in upcoming years (which we refer to as the “MK Stores CapEx”) and required updates to account for recent trends. Capri management informed Tapestry of the need to update the May 2023 Projections in connection with Tapestry’s review of the May 2023 Projections, and made such updates in connection with the August 2023 Projections.

Thereafter, Capri management made updates to the May 2023 Projections, which were finalized in early August 2023, to take into account forward-looking trends and changes in business performance and the MK Stores CapEx (such updated financial projections, the “August 2023 Projections”). The Board of Directors reviewed the August 2023 Projections as part of its and management’s ordinary course planning process and considered the August 2023 Projections in connection with its evaluation of Tapestry’s proposal to acquire Capri. In addition, at Capri management’s direction, Barclays used the August 2023 Projections in connection with its financial analyses presented by Barclays to the Board of Directors and in Barclays’ opinion, as described in the section of this proxy statement entitled “— Opinion of Barclays Capital Inc.” The August 2023 Projections, other than the extrapolation for fiscal years 2027 and 2028 and the unlevered free cash flow, as further described under “— August 2023 Projections,” were also made available to Tapestry as part of its ongoing due diligence investigation of Capri.

The May 2023 Projections and the August 2023 Projections are referred to collectively as the “Management Projections.” Capri is including a summary of the Management Projections to provide Capri shareholders with access to information that the Board of Directors considered in connection with its evaluation of the Merger and the Merger Consideration and that was made available to Tapestry.

The May 2023 Projections reflect Capri management’s projections of Capri’s business as a standalone company for fiscal years 2024 through 2026 and extrapolation of such projections for fiscal years 2027 and 2028, except that unlevered free cash flow was arithmetically calculated by Barclays, at the direction of Capri management, using assumptions provided by Capri management and the other financial information included in the May 2023 Projections. The following table summarizes the May 2023 Projections, with dollars in millions:

The August 2023 Projections reflect Capri management’s projections of Capri’s business, as a standalone company for fiscal years 2024 through 2026 and extrapolation of such projections for fiscal years 2027 and 2028, except that unlevered free cash flow was arithmetically calculated by Barclays, at the direction of Capri management, using assumptions provided by Capri management and the prospective financial information included in the August 2023 Projections but reflecting the MK Stores CapEx. The following table summarizes the August 2023 Projections, with dollars in millions:

The inclusion of the Management Projections or of this summary does not constitute a representation by Capri, Barclays, or any other person that the information is material, and should not be regarded as an indication that the Board of Directors, Barclays, Capri or its management, or any other recipient of this information considered, or now considers, it to be an accurate prediction of future results, and they should not be relied on as such.

The Management Projections include non-GAAP financial measures, including Adjusted EBITDA and Unlevered Free Cash Flow. Please see the tables above for a description of how Capri defines these non-GAAP financial measures for purposes of the Management Projections in this section. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), and non-GAAP financial measures used by Capri may not be comparable to similarly titled measures used by other companies.

The Management Projections and the underlying assumptions upon which the Management Projections were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of Capri’s industry and business developments. The Management Projections reflect numerous assumptions with respect to Capri’s performance, industry performance, general business, economic, regulatory, market, and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Capri’s control. The Management Projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in the section of this proxy statement entitled “Forward-Looking Statements,” that could cause the Management Projections or the underlying assumptions to be inaccurate and for actual results to differ materially from the Management Projections. As a result, there can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than projected, and the Management Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Management Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Management Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Management Projections may have changed since the date the Management Projections were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Management Projections will be achieved.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date the Management Projections were prepared or as of the date of this proxy statement. None of Capri, Tapestry or any of Capri’s or Tapestry’s respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of Capri, as required by applicable securities laws). These considerations should be taken into account in reviewing the Management Projections, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the Special Meeting will be held several months after the Management Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Management Projections. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Capri’s public filings with the SEC. Capri urges all of its shareholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Management Projections were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with GAAP, published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Ernst & Young LLP (“Ernst & Young”), Capri’s independent registered public accounting firm, nor any other accounting firm, has examined, compiled, or performed any procedures with respect to the Management Projections and, accordingly, neither Ernst & Young nor any other accounting firm expresses an opinion or any other form of assurance with respect thereto. The Ernst & Young report included in Capri’s Annual Report on Form 10-K incorporated by reference in this proxy statement relates to Capri’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

None of Capri or its affiliates, directors, executive officers, advisors or other representatives has made or makes any representation to any Capri shareholder or to Tapestry or Merger Sub in the Merger Agreement or otherwise concerning the Management Projections or regarding Capri’s ultimate performance compared to the information contained in the Management Projections or that the projected results will be achieved.

In considering the recommendation of the Board of Directors that Capri shareholders approve the transaction and vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, Capri shareholders should be aware that the executive officers and directors of Capri have interests in the transactions that are or may be different from, or in addition to, the interests of Capri shareholders generally. The Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Merger, and in making their recommendation that Capri shareholders adopt the Merger Agreement.

These interests are described in more detail below, and certain of them are quantified in the narrative below, including compensation that may become payable in connection with the Merger to Capri’s named executive officers (which is the subject of an advisory (nonbinding) vote of Capri shareholders). For more information, please see the section of this proxy statement entitled “Proposal 2: The Compensation Proposal.”

Capri’s named executive officers included in the summary below are:

For purposes of this disclosure, Capri’s executive officers consist of its named executive officers and Cedric Wilmotte (Chief Executive Officer – Michael Kors). Daniel Purefoy is also deemed to be a named executive officer, but because he separated from employment with Capri on July 29, 2022, he will not receive any benefit that is payable or that may become payable that is based on, or otherwise relates to, the Merger other than the Merger Consideration in respect of any Capri ordinary shares that he owns, and he is not included in the disclosure below.

As further described in the section entitled “The Merger Agreement — Treatment of Capri Equity Awards,” outstanding Capri equity awards held by Capri’s directors and executive officers will be subject to the following treatment at the Effective Time:

The terms and conditions applicable to the Capri Options and Capri RSUs under the Capri equity plan and award agreements held by Capri’s executive officers provide that they will become fully vested and accelerate if the holder’s employment is terminated without “cause” or, to the extent applicable, for “good reason” (each as defined in the applicable award agreement, and each of which we refer to as a “qualifying termination”) within two years following a change in control, including the Merger. The estimated values that would be realized by Capri’s named executive officers in respect of their unvested Capri equity awards in connection with the Merger are set forth below in the section of this proxy statement entitled “— Quantification of Potential Payments and Benefits to Capri’s Named Executive Officers in Connection with the Merger.” Based on the same assumptions set forth in such section (including the applicable footnotes to the table included in such section), (i) the estimated aggregate value that would be realized by Mr. Wilmotte in respect of his unvested Capri equity awards upon a qualifying termination at the Effective Time is: Capri Options—$0 and Capri RSUs—$5,418,249, and (ii) the estimated aggregate value that would be realized by the seven non-employee members of the Board of Directors in respect of their unvested Capri RSUs at the Effective Time is $1,939,539.

Capri is party to an employment agreement with Mr. Idol (which we refer to as the “Idol Employment Agreement”) that provides for certain severance benefits upon a qualifying termination, whether or not in connection with a change in control. Under the Idol Employment Agreement, if Mr. Idol is terminated by Capri without “cause” or he terminates his employment for “good reason,” subject to his execution of a separation agreement and release, he will be entitled to receive the following severance benefits: (i) an amount representing the annual cash incentive payment payable to Mr. Idol for the fiscal year in which his termination date occurs, based on actual performance over the course of the applicable performance period and assuming Mr. Idol’s employment had not been terminated, multiplied by a fraction, the numerator of which is the number of days Mr. Idol was employed during the applicable performance period and the denominator of which is the full number of days in the performance period, (ii) vesting of his equity awards as described above, and (iii) a lump sum payment equal to two times (x) Mr. Idol’s annual base salary then in effect and (ii) the annual cash incentive payment paid or payable to him with respect to Capri’s last full fiscal year ended prior to the termination date.

For an estimate of the value of the severance payments and benefits that would be payable to Mr. Idol upon a qualifying termination under the Idol Employment Agreement, see the section entitled “— Quantification of Payments and Benefits to Capri’s Named Executive Officers” below.

Each of Messrs. Edwards and Wilmotte and Mmes. Hendricks and McDonough is party to a change in control continuity agreement with Capri (which we refer to as the “CIC Agreements”) that provides for the executive’s continued employment for the two-year period following a change in control with terms of employment that are substantially similar to those applicable prior to the change in control, including with respect to the executive’s position, authority, duties and responsibilities, primary workplace, and compensation and benefits, as well as certain severance benefits upon a termination of employment by Capri (other than for “cause”, death or disability) or by the executive officer for “good reason” that occurs on or within two years following a change in control. The Merger will constitute a change in control under the CIC Agreements.

The CIC Agreements provide for the following payments and benefits upon such a qualifying termination, subject to the executive officer’s execution and non-revocation of a release of claims:

In addition, the CIC Agreement with Mr. Wilmotte provides that he will be entitled to the following additional payments and benefits, subject to the same release of claims: (i) if his date of termination occurs prior to June 30, 2024 (or such earlier date that annual bonuses for Capri’s 2024 fiscal year are paid to other peer executives), a cash payment of $1,000,000 (representing the second half of his guaranteed annual bonus with respect to Capri’s 2024 fiscal year), (ii) reimbursement of up to $350,000 for the actual liability to be incurred by the executive officer in terminating his residential lease in New York City, reimbursement of up to $150,000 for the actual liability to be incurred by the executive officer in relocating his residence from New York City to Switzerland, and (iii) $25,000 for tax preparation services with respect to the executive officer’s personal U.S. income tax returns for each of calendar years 2023 and 2024, less any amounts previously paid or reimbursed to the executive officer for such services prior to his date of termination.

The CIC Agreements contain a Section 280G “net-better” cutback provision, which provides that if the total payments to the executive officer would exceed the applicable threshold under Section 280G of the Code, then those payments will be reduced to the applicable threshold to avoid the imposition of the excise taxes under Section 4999 of the Code in the event, and only in the event, such reduction would result in a better after-tax result for the executive officer.

For an estimate of the value of the payments and benefits described above that would be payable to Capri’s named executive officers under their CIC Agreements upon a qualifying termination in connection with the Merger, see the section titled “— Quantification of Potential Payments and Benefits to Capri’s Named Executive Officers in Connection with the Merger.” Based on the same assumptions set forth in such section (including the applicable footnotes to the table included in such section), the estimated aggregate amount of the severance payments and benefits described above that would be payable to Mr. Wilmotte is $5,595,937, assuming that the maximum reimbursable amounts are reimbursed to the executive officer.

In connection with the entry into the Merger Agreement, Capri entered into a letter agreement with each of Capri’s executive officers providing that, subject to the executive officer actively working toward the completion of all requirements necessary to consummate the Merger and remaining employed through the closing of the Merger, the executive officer will be eligible to receive a special one-time cash bonus award (which we refer to as the “Special Bonus Awards”) equal to his or her current base salary. If the Merger Agreement is terminated in accordance with its terms (without Capri entering into a subsequent transaction agreement in connection with the receipt of a Superior Proposal), or the executive officer’s employment terminates for any reason prior to the closing of the Merger, the executive officer’s eligibility to receive the Special Bonus Award will automatically terminate and the right to the Special Bonus Award will be forfeited.

For the value of the Special Bonus Awards that would be payable to Capri’s named executive officers at the Effective Time, see the section entitled “— Quantification of Potential Payments and Benefits to Capri Named Executive Officers in Connection with the Merger.” Based on the same assumptions set forth in such section (including the applicable footnotes to the table included in such section), the amount of the Special Bonus Award that would be payable to Mr. Wilmotte is $1,000,000.

As further described below in the section entitled “The Merger Agreement — Employee Matters,” Tapestry has agreed to, or agreed to cause Capri and its subsidiaries to, pay bonuses to each employee of Capri and its subsidiaries (including each of the executive officers) under Capri’s annual incentive plan in respect of the fiscal year in which the Effective Time occurs in an amount equal to the annual incentive award earned by such employee based on the actual level of performance for the applicable fiscal year through the latest practicable date prior to the Effective Time as determined by the Compensation Committee, prorated for the portion of the fiscal year in which the Effective Time occurs. Such prorated bonuses will be paid by Tapestry, Capri or its subsidiaries at the time or times that the bonuses would normally be paid by Capri or its subsidiaries, subject to such employee’s continued employment through the date of payment, provided that any employee whose employment is terminated on or following the Closing Date and prior to the prorated annual bonus payment date under circumstances that entitle such employee to severance and/or equity award vesting shall be entitled to receive his or her prorated annual bonus, payable as soon as reasonably practicable following the date of such termination of employment. For purposes of this proxy statement, we have assumed that each executive officer will receive a prorated annual bonus based on the target level of performance under the Idol Employment Agreement (in the case of Mr. Idol) and the CIC Agreements (in the case of each other executive officer).

Under the Merger Agreement, if the Effective Time is not reasonably expected to occur in 2023, Capri (in consultation with Tapestry) may implement tax planning strategies for the purpose of mitigating the impact of Sections 280G and 4999 of the Internal Revenue Code and thereby preserve certain compensation-related tax deductions that might otherwise be disallowed. Any such tax planning strategies may include accelerating the vesting or payment of compensation that is scheduled to vest or be paid in the 2024 calendar year into 2023 and accelerating the vesting or payment of compensation that would vest or become payable at or in connection with the Effective Time into 2023. As of the date of this proxy statement, no such tax planning strategies have yet been finalized or implemented.

Under the Merger Agreement, Capri is permitted to enter into letter agreements with each of its named executive officers that acknowledge that such executive officers shall have the right to terminate their employment for “good reason” upon or following the Effective Time under the terms of the Capri benefit plans applicable to such executive officer, unless any of the named executive officers agrees with Tapestry to waive or delay his or her right to terminate employment for “good reason” for up to three months after the Closing (or a mutually agreed longer period). Any executive officers and directors who are retained to provide services to Tapestry or the surviving entity following the closing of the Merger may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Tapestry or its affiliates. As of the date of this proxy statement, no such letter agreements or new compensation arrangements have been entered into with Capri or Tapestry.

Under the Merger Agreement, Capri’s executive officers and directors will be entitled to certain ongoing indemnification and insurance coverage for a period of six years after the Effective Time under directors’ and officers’ liability insurance policies. This indemnification and insurance coverage is further described in the section of this proxy statement entitled “The Merger Agreement — Indemnification and Insurance.”

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of Capri’s named executive officers that is based on or that otherwise relates to the Merger. The Merger-related compensation payable to these individuals is subject to a non-binding advisory vote of Capri’s shareholders, as described below in “Proposal 2: The Compensation Proposal.” The table below sets forth, for the purposes of this Merger-related compensation disclosure, the amount of payments and benefits that each Capri named executive officer would receive, using the following assumptions:

The calculations in the table do not include amounts that Capri’s named executive officers were already vested in as of the date of this proxy statement. These amounts also do not reflect compensation actions that may occur after the date of this proxy statement but before the Effective Time (including any additional equity award grants, issuances or forfeitures that may occur after the date of this proxy statement but before the Effective Time).

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

Tapestry intends to fund the Financing Amounts with a combination of cash on hand and the proceeds from (a) one or more issuances of senior unsecured debt securities or the borrowing of senior unsecured term loans, or a combination of the foregoing, and/or (b) the Bridge Facility (as defined below). Tapestry has entered into a commitment letter (the “Commitment Letter”), dated as of August 10, 2023, with BofA Securities, Inc., Bank of America, N.A. and Morgan Stanley Senior Funding, Inc. (which we refer to collectively as the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide a 364-day senior unsecured bridge loan facility in an aggregate principal amount of up to $8.0 billion (the “Bridge Facility”) to fund the Financing Amounts. The funding of the Bridge Facility provided for in the Commitment Letter is subject to customary conditions. Additionally, the Bridge Facility includes customary commitment reductions in the amount of qualified

term loan commitments and net proceeds of certain debt and equity issuances and asset sales. On August 30, 2023, Tapestry entered into a definitive credit agreement (the “Term Loan Agreement”) whereby Bank of America, N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have committed to lend to Tapestry, subject to the satisfaction or waiver of the conditions set forth in the Term Loan Agreement, (i) a $1.05 billion unsecured term loan facility maturing three years after the term loans thereunder are borrowed (the “Three-Year Term Loan Facility”), and a (ii) $350 million term loan facility maturing five years after the term loans thereunder are borrowed (the “Five-Year Term Loan Facility”; and collectively with the Three-Year Term Loan Facility, the “Term Loan Facilities”). As a result of Tapestry’s entering into the Term Loan Agreement and the commitments thereunder with respect to the Term Loan Facilities, the Bridge Facility commitments were reduced to $6.6 billion. The completion of the Merger is not subject to any financing condition.

The closing of the Merger (which we refer to as the “Closing”) will take place virtually at 8:00 a.m., Eastern Time, on the third business day after the date on which all conditions to the Closing, which are described below in the section of this proxy statement entitled “The Merger Agreement — Conditions to the Closing of the Merger,” are satisfied or waived (to the extent permitted by applicable law) (other than the conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), or at such other date and place as Capri and Tapestry may agree in writing. The date on which the Closing takes place is herein referred to as the “Closing Date.”

The Merger will be accounted for as a business combination in accordance with the acquisition method of accounting under GAAP. Tapestry management has evaluated the guidance contained in ASC 805, Business Combinations, with respect to the identification of the acquirer in the Merger and concluded, based on a consideration of the pertinent facts and circumstances, that Tapestry will be the acquirer and Capri will be the acquiree for financial accounting purposes. Accordingly, Tapestry will measure the assets acquired and liabilities assumed at their fair values as of the Closing Date, with any excess purchase price over those fair values being recorded as goodwill.

Under the laws of the British Virgin Islands, Capri shareholders are entitled to dissent from the Merger in accordance with Section 179 of the BVI Act.

Dissenters’ rights are available only to Capri shareholders whose names are entered in the register of members of Capri as a registered holder of Capri ordinary shares. Any person who holds Capri ordinary shares through a depositary, nominee or broker and who wishes to exercise their right to dissent from the Merger must first ensure that they are entered in the register of members of Capri and have therefore become a “member” for the purposes of the BVI Act. Capri shareholders must comply with the procedures and requirements for exercising dissenters’ rights with respect to their Capri ordinary shares under Section 179 of the BVI Act (which includes the delivery to Capri, before the vote is taken, of a written objection to the Merger).

A holder of Capri ordinary shares who wishes to exercise their dissenters’ rights with respect to their Capri ordinary shares must give a written notice of objection to Capri prior to the Capri Shareholders Meeting or at the Capri Shareholders Meeting but prior to the time that the Merger is submitted to a vote (which we refer to as the “Notice of Objection”). The Notice of Objection must include a statement that such Capri shareholder proposes to demand payment for its Capri ordinary shares if the Merger is approved at the Capri Shareholders Meeting and implemented.

Within 20 days immediately following the date of the Capri Shareholders Meeting at which a vote approving the Merger is taken, Capri must give an approval notice to all Capri shareholders who have served a Notice of Objection (which we refer to as the “Approval Notice”).

A Capri shareholder who has served a Notice of Objection shall, within 20 days immediately following the date on which the Approval Notice is given (which we refer to as the “Dissent Period”), give to Capri a written notice of their desire to elect to dissent (which we refer to as the “Notice of Dissent”). The Notice of Dissent must state (a) the Capri shareholder’s name and address, (b) the number and class of shares in respect of which they dissent (which must be all of the shares which they hold in Capri) and (c) a demand for payment of the fair value of their Capri ordinary shares.

It is important to note that:

Within seven days immediately following (a) the date of expiry of the Dissent Period or (b) the effective date of the Merger, whichever is later, Capri, as the Surviving Company, must make a fair value offer to each dissenting Capri shareholder specifying the consideration determined by Capri to be the fair value of their Dissenting Shares (which we refer to as the “Offer”).

If, within 30 days immediately following the date of the Offer, Capri and the dissenting shareholder fail to agree on the fair value consideration of the Dissenting Shares, then, within 20 days immediately following the date of the expiry of such 30-day period:

The fair value determined by the three appraisers is binding on Capri and the dissenting shareholder for all purposes. Capri will pay, in cash, the fair value of the Dissenting Shares determined by the appraisers to the dissenting shareholders.

Capri shareholders are cautioned that, if a Capri shareholder initiates an appraisal process, they may be responsible for a portion of the costs of the appraisal.

All notices and petitions (including any Notice of Objection and Notice of Dissent) must be executed by or for the Capri shareholder, fully and correctly, as such Capri shareholder’s name appears on Capri’s register of members. If the Capri ordinary shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, these notices must be executed by or for the fiduciary. A person having a beneficial interest in the Capri ordinary shares held of record in the name of another person, such as a nominee, must act promptly to cause the shareholder of record to follow the steps summarised above and in a timely manner to perfect whatever dissenters’ rights are attached to the Capri ordinary shares.

As explained above, dissenters’ rights are available only to Capri shareholders of record. If you hold any Capri ordinary shares as the beneficial owner but are not the “registered holder” or “member” of such Capri ordinary shares and you wish to exercise dissenters’ rights, you must arrange for such Capri ordinary shares to be registered in your name and comply with the procedures and requirements of Section 179 of the BVI Act.

If you do not satisfy each of these requirements, you will not be entitled to exercise dissenters’ rights and will be bound by the terms of the plan of merger if approved at the Capri Shareholders Meeting.

At or from the Effective Time, all Dissenting Shares shall automatically be cancelled and each holder of Dissenting Shares shall cease to be a shareholder of Capri (and shall not be a shareholder of the Surviving Company) and shall cease to have any rights thereto (including any right to receive such holder’s portion of the aggregate Merger Consideration), subject to and except for such rights as are granted under Section 179 of the BVI Act.

Any Capri shareholder who considers exercising dissent rights is strongly advised to consult legal counsel in the British Virgin Islands.

In connection with the Merger Agreement, a complaint has been filed in federal court as an individual action. The complaint is captioned as O'Dell v. Capri Holdings Limited, et al., 23-cv-8268 (filed September 19, 2023 in the Southern District of New York) (which we refer to as the “Complaint”).

The Complaint alleges that the preliminary proxy statement filed by Capri on September 8, 2023 in connection with the Merger Agreement (the “Preliminary Proxy”) misrepresents and/or omits certain purportedly material information. The Complaint asserts violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against Capri and the Board of Directors. The Complaint seeks, among other things: (i) an injunction enjoining the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) rescission or rescissory damages in the event the Merger and the other transactions contemplated by the Merger Agreement are consummated; (iii) direction that defendants account for all damages suffered as a result of any wrongdoing; (iv) costs of the action, including plaintiffs' attorneys' and expert fees and expenses; and (v) other relief the court may deem just and proper. In addition to the Complaint, on September 13, 2023, a purported shareholder of Capri sent a demand letter (which we refer to as the “Demand,” and together with the Complaint, the “Matters”) alleging similar deficiencies regarding the disclosures made in the Preliminary Proxy.

Capri management believes that the Matters are without merit. However, Capri cannot provide assurance regarding the outcomes of the Matters and may be subject to additional demands or filed actions. If additional similar complaints or demands are filed or sent, absent new or significantly different allegations, Capri will not necessarily disclose such additional filings or demands.

The following is a general discussion of certain material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders (as defined below) of Capri ordinary shares whose Capri ordinary shares are converted into the right to receive cash pursuant to the Merger. This discussion is limited to U.S. Holders who hold their Capri ordinary shares as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, (which we refer to as the “Code”) (generally, property held for investment). This discussion does not address U.S. federal income tax consequences with respect to holders of Capri ordinary shares other than U.S. Holders. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (which we refer to as the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, regarding the Merger or any matter discussed below.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of Capri ordinary shares that is for U.S. federal income tax purposes:

This discussion is for general information purposes only and does not purport to be a complete analysis of all of the potential tax consequences of the Merger. Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular facts and circumstances, or to holders subject to special rules under the U.S. federal income tax laws, including, for example:

This discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax considerations. In addition, this discussion does not address any considerations arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or any considerations in respect of the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations and administrative guidance promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement).

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes is a beneficial owner of Capri ordinary shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships holding Capri ordinary shares, and any partners therein, should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR CAPRI SHAREHOLDER WILL DEPEND ON THE CAPRI SHAREHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER IN LIGHT OF YOUR

OWN PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Except as specifically discussed below, the following discussion assumes Capri is not a PFIC (as defined below). The receipt of cash by a U.S. Holder in exchange for Capri ordinary shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash in exchange for Capri ordinary shares pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the Merger and (ii) the U.S. Holder’s adjusted tax basis in the Capri ordinary shares surrendered in exchange therefor. A U.S. Holder’s adjusted tax basis in its Capri ordinary shares generally will equal the amount that such U.S. Holder paid for such shares. Any such gain or loss will generally be capital gain or loss, and generally will be long-term capital gain or loss if such U.S. Holder’s holding period in the Capri ordinary shares surrendered pursuant to the Merger is more than one year at the time of the completion of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, currently are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Capri ordinary shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Capri ordinary shares.

A non-U.S. corporation, such as Capri, will be classified as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules, either: (i) 75% or more of its gross income for such taxable year is “passive income” as defined in the relevant provisions of the Code (e.g., dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains), or (ii) 50% or more of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce “passive income” or are held for the production of “passive income.” Although it is not free from doubt, based on the composition of Capri’s gross assets and income and the manner in which Capri has operated its business, Capri does not believe that it has been classified as a PFIC for U.S. federal income tax purposes for prior taxable years or that it will be so classified for the taxable year including the Merger. However, the determination of PFIC status is fundamentally factual in nature, depends on the application of complex U.S. federal income tax rules that are subject to differing interpretations and generally cannot be determined until the close of the taxable year in question. Accordingly, there can be no assurance that Capri will not be a PFIC for the taxable year including the Merger or that Capri has not been a PFIC for any other taxable year. If Capri were classified as a PFIC for any taxable year during which a U.S. Holder held Capri ordinary shares, such classification could result in adverse tax consequences to such U.S. Holder, and different U.S. federal income tax consequences from those described above may apply to the receipt of cash by such U.S. Holder in exchange for Capri ordinary shares pursuant to the Merger. These consequences may include having gains realized on the receipt of cash in exchange for Capri ordinary shares treated as ordinary income rather than capital gain and being subject to punitive interest charges on such gains.

Information reporting requirements may apply in connection with payments made to U.S. Holders in connection with the Merger.

Backup withholding (currently, at a rate of 24%) generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules. Certain U.S. Holders (including corporations) are not subject to backup withholding or information reporting.

Backup withholding is not an additional tax. The amount of any backup withholding withheld from a payment to a U.S. Holder may be refunded or credited against such U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Each of the parties to the Merger Agreement has agreed to (subject to the terms and conditions of the Merger Agreement) use its reasonable best efforts to take promptly, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement as soon as practicable (and in event by the Outside Date), including obtaining of all necessary waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations, orders and other confirmations from governmental entities as described in the section of this proxy statement entitled “The Merger Agreement — Regulatory Approvals and Related Matters.” These approvals include clearances under the HSR Act and regulatory approvals under the laws of certain other jurisdictions.

Under the Merger Agreement, the Merger cannot be completed until the waiting period applicable to the Merger under the HSR Act has expired or been terminated and any and all agreements with governmental entities pursuant to which such parties have agreed not to consummate the transactions contemplated by the Merger Agreement until a specified time has expired, been terminated or been waived. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of an initial 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the Federal Trade Commission (which we refer to as the “FTC”) or the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial 30-day waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have certified “substantial compliance” with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to give the FTC or the DOJ additional time to conduct their review through a timing agreement. The parties made the required filings with the FTC and the DOJ pursuant to the HSR Act on August 31, 2023.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after consummation of the Merger, any state attorney general could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, that we will prevail.

The Merger is also subject to receipt of pending regulatory approvals in certain other jurisdictions. In particular, the Merger is subject to clearance or approval under the antitrust laws in Australia, Canada, China, the EU, Japan, Korea, and the United Kingdom. The Merger is also subject to approval by the European Commission under the EU Foreign Subsidies Regulation (Regulation EU 2022/2560).

In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting periods have expired or been terminated. The parties have agreed to cooperate with each other and use their reasonable best efforts to make these filings as promptly as reasonably practicable. The

relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including (but not limited to) seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

The affirmative vote of the holders of a majority of the outstanding Capri ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote thereon is required for approval of the Merger Agreement Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting, (b) abstentions and (c) “broker non-votes” (if any) will each have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Capri ordinary shares represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Capri shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the Capri ordinary shares represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Merger Agreement Proposal.

The following summarizes the provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all of the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (a) were made only for purposes of the Merger Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Merger Agreement; and (c) may be subject to important qualifications, limitations and supplemental information agreed to by Capri, Tapestry and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Capri, Tapestry and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Capri shareholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Capri, Tapestry or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Capri, Tapestry and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letters to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Capri, Tapestry, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Capri and our business.

The Merger Agreement provides that, in accordance with the BVI Business Companies Act (Revised Edition 2020) (as amended) (which we refer to as the “BVI Act”) and on the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Capri, the separate existence of Merger Sub will cease and Capri will be the Surviving Company and a wholly owned subsidiary of Tapestry.

Unless otherwise determined by Tapestry prior to the Effective Time, the directors and officers of Merger Sub as of immediately prior to the Effective Time will be the initial directors and officers of the Surviving Company and will hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal. Immediately following the Effective Time, Tapestry intends to amend and restate Capri’s memorandum and articles of association in the form of the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time (but amended so that the name of the Surviving Company will be “Capri Holdings Limited”).

The Closing will take place at 8:00 a.m., Eastern Time, remotely by exchange of documents and signatures (or their electronic counterparts), on the third business day after the date on which all conditions to Closing, which are described below in the section of this proxy statement entitled “— Conditions to the Closing of the Merger,” are satisfied or waived (to the extent permitted by applicable law) (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions) or at such other place, time and date as Capri and Tapestry may agree in writing.

At the Closing, the parties will file articles of merger, which will have attached to it a plan of merger, with the Registrar of Corporate Affairs of the British Virgin Islands (which we refer to as the “Registrar”) and make all other filings or recordings required under the BVI Act in connection with the Merger. The Effective Time will occur at such time as the articles of merger are duly registered by the Registrar or at such other date or time as may be agreed in writing by Capri and Tapestry and specified in the articles of merger in accordance with the BVI Act.

At the Effective Time, by virtue of the Merger and without any action on the part of Capri, Tapestry, Merger Sub, or the holders of any securities of Capri or Merger Sub, each Capri ordinary share issued and outstanding immediately prior to the Effective Time (other than (a) each share that is owned or held in treasury by Capri or is owned by Tapestry or any of its direct or indirect subsidiaries, which will be cancelled and will cease to exist (which we refer to as “Cancelled Shares”) and (b) each share held by a shareholder who properly demands in writing, and does not withdraw or lose, its dissenters’ rights in accordance with Section 179 of the BVI Act and otherwise complies with all provisions of the BVI Act relevant to the exercise and perfection of dissenters’ rights (which we refer to as the “Dissenting Shares”)) will be cancelled and the holder will have the right to receive $57.00 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

At the Effective Time, each Capri Option with a per share exercise price equal to or in excess of the Merger Consideration and that is outstanding and unexercised immediately prior to the Effective Time will be converted automatically into a Tapestry Option to purchase the number of shares of Tapestry common stock equal to the product obtained by multiplying (x) the number of Capri ordinary shares subject to the Capri Option immediately prior to the Effective Time, by (y) the Conversion Ratio, with any fractional shares rounded down to the nearest whole share. Each Tapestry Option will have an exercise price per share of Tapestry common stock equal to (i) the per share exercise price for Capri ordinary shares subject to the corresponding Capri Option immediately prior to the Effective Time divided by (ii) the Conversion Ratio, rounded up to the nearest whole cent. Each Tapestry Option will otherwise be subject to the same terms and conditions applicable to the corresponding Capri Option under the applicable Capri equity plan and award agreements, including vesting terms and terms related to the treatment upon termination of employment.

At the Effective Time, each Capri Option with a per share exercise price that is less than the Merger Consideration and that is outstanding and unexercised immediately prior to the Effective Time will be cancelled, with the holder of such Capri Option becoming entitled to receive an amount in cash equal to the product obtained by multiplying (i) the number of Capri ordinary shares subject to such Capri Option as of immediately prior to the Effective Time, by (ii) the excess of the Merger Consideration over the per share exercise price applicable to the Capri Option.

At the Effective Time, (i) each Capri RSU that is outstanding immediately prior to the Effective Time and that is held by a non-employee director or named executive officer of Capri will vest as of the Effective Time and will be cancelled, with the holder of such Capri RSU becoming entitled to receive the Merger Consideration in respect of each Capri ordinary share subject to such Capri RSU immediately prior to the Effective Time, and (ii) each Capri RSU (other than any Capri RSU covered by the preceding clause (i)) that is outstanding immediately prior to the Effective Time will be converted automatically into a Tapestry RSU equal to the product obtained by multiplying (i) the total number of Capri ordinary shares subject to the Capri RSU immediately prior to the Effective Time by (ii) the Conversion Ratio, with any fractional shares rounded to the nearest whole share. Each Tapestry RSU shall otherwise be subject to the same terms and conditions applicable to the corresponding Capri RSU under the applicable Capri equity plan and award agreements, including vesting terms and terms related to the treatment upon termination of employment.

At the Effective Time, each Capri PSU that is outstanding immediately prior to the Effective Time will fully vest and be cancelled in consideration for the right to receive the Merger Consideration with respect to the number of Capri ordinary shares equal to the number of Capri ordinary shares subject to such Capri PSU immediately prior to the Effective Time (with such number of Capri ordinary shares determined based on (i) actual performance as determined by the Compensation Committee for any fully completed measurement period or performance period, as applicable, ended prior to the Effective Time to the extent the Compensation Committee can reasonably determine

the level of achievement of performance for such completed measurement period or performance period, as applicable, prior to the Effective Time, and (ii) target performance for any measurement period or performance period, as applicable, for which performance has not previously been determined).

At or prior to the Effective Time, Tapestry will deposit (or cause to be deposited) with a national or international bank or trust company reasonably acceptable to Capri to act as the exchange agent in connection with the Merger (which we refer to as the “Exchange Agent”), in trust for the sole benefit of holders of the Capri ordinary shares, cash in U.S. dollars sufficient to pay the aggregate Merger Consideration in exchange for all of the Capri ordinary shares outstanding immediately prior to the Effective Time (other than Cancelled Shares or Dissenting Shares), payable upon due surrender of the certificates that, immediately prior to the Effective Time, represented Capri ordinary shares (or affidavits of loss in lieu thereof and, if reasonably required by Tapestry, an indemnity bond) or noncertificated shares of ordinary shares represented by book-entry (which cash fund we refer to as the “Exchange Fund”). In the event that the Exchange Fund has insufficient funds to pay the Merger Consideration, Tapestry will promptly deposit additional funds with the Exchange Agent in an amount that is equal to the shortfall that is required to make such payment.

Within two business days following the Effective Time, Tapestry will cause the Exchange Agent to mail to each holder of record of certificates representing Capri ordinary shares whose shares were converted into the right to receive the Merger Consideration, (a) a letter of transmittal, and (b) customary instructions for effecting the surrender of certificates (or affidavits of loss in lieu thereof and, if reasonably required by Tapestry, an indemnity bond) in exchange for the Merger Consideration. Upon surrender of certificates (or affidavits of loss in lieu thereof and, if reasonably required by Tapestry, an indemnity bond) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such certificates will be entitled to receive in exchange therefor an amount in cash equal to the product of (i) the number of Capri ordinary shares represented by such holder’s properly surrendered certificates (or affidavits of loss in lieu thereof and, if reasonably required by Tapestry, an indemnity bond) and (ii) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of certificates (or affidavits of loss in lieu thereof and, if reasonably required by Tapestry, an indemnity bond). If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered certificate is registered, then it will be a condition precedent to payment that (A) the certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the person requesting such payment shall have paid any transfer, documentary, sales, use, stamp, registration and other such taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered or shall have established to the satisfaction of Tapestry that such tax either has been paid or is not required to be paid. In the case that any certificate of Capri ordinary shares has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder thereof and, if reasonably required by Tapestry, an indemnity bond, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate, the applicable Merger Consideration payable.

Holders of book-entry shares will not be required to deliver a certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration. In lieu thereof, each such registered holder will automatically be entitled to receive, and Tapestry will cause the Exchange Agent to pay and deliver within two business days following the Effective Time, the applicable Merger Consideration for each Capri ordinary share formerly represented by such book-entry share, and the exchanged book-entry share will be cancelled. Payment of the Merger Consideration with respect to book-entry shares will only be made to the person in whose name such book-entry shares are registered.

Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Capri ordinary shares that have been converted into the right to receive the Merger Consideration on the first anniversary of the Effective Time will thereafter be delivered to Tapestry upon demand, and any former holders of such shares must thereafter look only to Tapestry (subject to abandoned property, escheat or similar laws) as general creditors thereof with respect to the applicable Merger Consideration payable upon due surrender of their certificates, without any interest thereon.

The Exchange Agent, Capri, the Surviving Company, Tapestry and Merger Sub, as applicable, (without duplication) will be entitled to deduct and withhold from amounts otherwise payable pursuant to the Merger Agreement any amounts as are required to be withheld or deducted with respect to such payment under the Code, or any other applicable state, local or non-U.S. law. To the extent that amounts are so deducted or withheld, (a) such deducted or withheld amounts will be remitted to the appropriate governmental entity in accordance with applicable law and (b) any such deducted or withheld amounts so remitted shall be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made. If Tapestry or Merger Sub determines that it or any of its affiliates, permitted successors or assigns is required to deduct or withhold any amount from any payment under the Merger Agreement (other than any backup withholding under Section 3406 of the Code (or a similar provision of state, local or foreign law) or any withholding in respect of Capri equity awards covered by the Merger Agreement) or in connection with the transactions contemplated by the Merger Agreement, then Tapestry or Merger Sub, as applicable, will provide notice to Capri of the intent to deduct or withhold such amount and the basis for such deduction or withholding as promptly as reasonably practicable, and the parties shall, and shall cause their applicable affiliates, permitted successors and assigns to, reasonably cooperate with one another in order to eliminate or reduce any such deduction or withholding, including providing a reasonable opportunity for the applicable payee to provide forms or other evidence that would mitigate, reduce or eliminate such deduction or withholding.

The Merger Agreement contains representations and warranties of Capri, Tapestry and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Capri are qualified as to materiality or Material Adverse Effect. For purposes of the Merger Agreement, “Material Adverse Effect” when used with reference to Capri means a change, effect, development, circumstance, condition, state of facts, event or occurrence that has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business or operations of Capri and its subsidiaries, taken as a whole, but does not include changes, effects, developments, circumstances, conditions, states of facts, events or occurrences to the extent resulting or arising from the following matters:

Material Adverse Effect when used with respect to Capri also includes any change, effect, development, circumstance, condition, state of facts, event or occurrence that prevents or materially impairs the ability of Capri to consummate the transactions contemplated by the Merger Agreement, including the Merger, prior to the Outside Date.

In the Merger Agreement, Capri has made representations and warranties to Tapestry and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and Capri’s confidential disclosure letter. These representations and warranties relate to, among other things:

In the Merger Agreement, Tapestry and Merger Sub have made representations and warranties to Capri that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and Tapestry’s confidential disclosure letter. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

During the period commencing on the date of the Merger Agreement and ending as of the earlier of the Effective Time or the valid termination of the Merger Agreement pursuant to the Merger Agreement (which we refer to as the “Pre-Closing Period”), except (a) as set forth in the Capri disclosure letter, (b) as specifically permitted or required by the Merger Agreement, (c) as required by applicable law, or (d) as consented to in writing by Tapestry (which consent may not be unreasonably withheld, conditioned or delayed), Capri will, and will cause its subsidiaries to, use reasonable best efforts to:

During the Pre-Closing Period, and except (a) as set forth in the Capri disclosure letter, (b) as specifically permitted or required by the Merger Agreement, (c) as required by applicable law, or (d) as consented to in writing by Tapestry (which consent may not be unreasonably withheld, conditioned or delayed), Capri will not, and will not permit any of its subsidiaries to, directly or indirectly:

During the Pre-Closing Period, Capri has agreed that it will not, and will cause its controlled affiliates and all of its directors and officers and any of their other respective representatives acting on their behalf, not to, directly or indirectly:

Capri has agreed that it will, and will cause its controlled affiliates and its directors and officers and any of their other respective representatives acting on their behalf to, cease any activities occurring prior to the date of the Merger Agreement with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal. Capri agreed to promptly (and in any event within two business days following the date of the Merger Agreement) (A) request in writing that each person that had executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal promptly destroy or return to Capri all nonpublic information that was furnished by Capri or any of its Representatives to such person or any of its representatives and (B) terminate access to any physical or electronic data rooms relating to an acquisition of Capri or any portion thereof by such person and its representatives.

“Acquisition Proposal” means any offer, proposal or indication of interest from a person (other than a proposal or offer by Tapestry or any of its subsidiaries) at any time relating to any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) involving: (a) any acquisition or purchase by any person, directly or indirectly, of more than 20% of any class of outstanding voting or equity securities of Capri (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than 20% of any class of outstanding voting or equity securities of Capri (whether by voting power or number of shares); (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving Capri and a person pursuant to which the shareholders of Capri immediately preceding such transaction hold less than 80% of the equity interests in the surviving, resulting or ultimate parent entity of such transaction (whether by voting power or number of shares); or (c) any sale, lease, exchange, transfer or other disposition to a person of more than 20% of the consolidated assets of Capri and its subsidiaries (measured by the fair market value thereof).

“Superior Proposal” means a bona fide, written Acquisition Proposal (with references in the definition thereof to 20% and 80% being deemed to be replaced with references to 50%) by a third party, which the Capri board determines in good faith after consultation with Capri’s outside legal counsel and financial advisors to be more favorable to the Capri shareholders than the Merger, taking into account all relevant factors and any changes to the terms of the Merger Agreement proposed by Tapestry; provided, however, that any offer, proposal or indication of interest involving the sale or disposition of any of the Michael Kors, Versace or Jimmy Choo brands individually or in a combination of two does not constitute an Acquisition Proposal for purposes of this definition.

As described in this proxy statement, and subject to the provisions described below, the Capri board has made the recommendation that the Capri shareholders adopt a resolution authorizing the Merger Agreement and the plan of merger and approving the Merger and the other transactions contemplated by the Merger Agreement. The Merger Agreement provides that the Capri board will not effect a Change of Recommendation (as defined below in this section of this proxy statement), except as described below.

Capri has agreed that the Capri board, including any committee thereof, will not:

However, at any time prior to Capri shareholders adopting a resolution authorizing the Merger Agreement and the plan of merger and approving the Merger and the other transactions contemplated by the Merger Agreement, if the Capri board determines in good faith after consultation with its outside counsel that an Acquisition Proposal constitutes a Superior Proposal and that the failure to take actions as described below would be reasonably likely to violate the directors’ fiduciary or statutory duties under applicable law, Capri’s Board may:

Capri has agreed to provide Tapestry with three business days’ written notice prior to taking any action permitted under the first bullet point above, advising Tapestry that Capri’s Board intends to change the Capri Board Recommendation and specifying the reasons therefor. During the three business day period, Capri and its representatives will negotiate in good faith (if desired by Tapestry) any proposal by Tapestry to amend the terms of the Merger Agreement in a manner that would obviate the need to change the Capri Board Recommendation. Capri has also agreed to provide Tapestry with three business days’ written notice that it intends to take action permitted under the second bullet point above and specifying the material terms of the Acquisition Proposal, including a copy of any proposed definitive documentation. During the three business day period, Capri and its representatives will negotiate in good faith (if desired by Tapestry) any proposal by Tapestry to amend the terms of the Merger Agreement in a manner that the Acquisition Proposal would no longer constitute a Superior Proposal. If there are any material amendments, revisions or changes to the terms of a Superior Proposal, Capri must notify Tapestry, and the applicable three business day period will be extended at least two additional business days after notice of each revision. At the end of the three business day period, the Board of Directors must again make the determination in good faith after consultation with its outside counsel that an Acquisition Proposal constitutes a Superior Proposal and that the failure to take actions as described below would be reasonably likely to violate the directors’ fiduciary or statutory duties under applicable law (after in good faith taking into account the amendments proposed by Tapestry), to make a Change of Recommendation.

Nothing in the Merger Agreement will prevent the Board of Directors from complying with its disclosure obligations under applicable law or rules and policies of NYSE or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder.

“Intervening Event” means any change, effect, development, circumstance, condition, state of facts, event or occurrence that (a) is neither known by, nor reasonably foreseeable (with respect to magnitude or material

consequences) by Capri or the Capri board as of or prior to the date of the Merger Agreement and (b) first occurs, arises or becomes known to Capri or the Capri board after the entry into the Merger Agreement and prior to obtaining the Capri Shareholder Approval, subject to certain limited exceptions set forth in the Merger Agreement.

Effective as of the Effective Time and for a period of 12 months thereafter (which we refer to as the “Continuation Period”), Tapestry will provide or cause to be provided to each employee of Capri and its subsidiaries who continues to be employed by Tapestry or any of its subsidiaries (each of whom we refer to as a “Continuing Employee”):

In addition, Tapestry will provide or cause to be provided to each Continuing Employee whose employment is terminated by Tapestry, Capri or any subsidiary of Capri other than for cause during the one-year period following the Effective Time the severance payments and benefits as set forth in the confidential disclosure schedules to the Merger Agreement, or such greater benefits as may be required by applicable law or any collective bargaining or similar agreement with a union.

Tapestry will, or will cause Capri and its subsidiaries to, honor all Capri benefit plans in accordance with their terms as in effect prior to the Effective Time, including Capri’s retention program providing for retention payments to certain individuals as set forth in the confidential disclosure schedules to the Merger Agreement. Following the Effective Time, Tapestry, Capri or one of its subsidiaries will pay or cause to be paid such retention payments pursuant to the terms of the retention program.

Tapestry agrees to, and agrees to cause Capri and its subsidiaries to, pay bonuses to Continuing Employees under Capri’s annual incentive plan in respect of the fiscal year in which the Effective Time occurs in an amount equal to the annual incentive award earned by such Continuing Employee based on the actual level of performance for the applicable fiscal year through the latest practicable date prior to the Effective Time as determined by the Compensation Committee in good faith and consistent with such annual incentive plan, prorated for the portion of fiscal year in which the Effective Time occurs (which we refer to as the “Prorated Annual Bonuses”). The Prorated Annual Bonuses will be paid by Tapestry, Capri or its subsidiaries at the time or times that the Prorated Annual Bonuses would normally be paid by Capri or its subsidiaries, subject to such Continuing Employee’s continued employment through the date that Prorated Annual Bonuses are paid; provided, however, that any Continuing Employee whose employment is terminated on or following the Closing Date and prior to the Prorated Annual Bonus payment date under circumstances that entitle such employee to severance and/or equity award vesting shall be entitled to receive his or her Prorated Annual Bonus, payable as soon as reasonably practicable following the date of such termination of employment.

Any Continuing Employees who, at any time during the Continuation Period, are covered by a collective bargaining agreement will be provided with the aforementioned compensation, benefits and terms and conditions of employment in addition to, and not in contravention of, any obligations under the applicable collective bargaining agreement or law.

Tapestry will (a) credit each Continuing Employee’s years of service with Capri and its subsidiaries and their respective predecessors prior to the Effective Time for all purposes under the Tapestry employee benefit plans to the same extent such service was recognized under any similar or comparable Capri employee benefit plan, subject to certain customary exclusions, (b) waive or cause to be waived any preexisting condition exclusions or limitations and actively-at work-requirements for such Continuing Employee and his or her covered dependents to the extent that such exclusions or limitations and waiting periods would not apply under a similar or comparable Capri benefit plan in which such employee participated prior to the Effective Time, and (c) use reasonable best efforts to cause such Continuing Employee to be given credit for all amounts paid under any similar or comparable Capri benefit plan for the plan year that includes the Effective Time for purposes of applying deductibles, copayments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Tapestry or any of its subsidiaries, as applicable, for the plan year in which the Effective Time occurs.

Furthermore, if, at least thirty (30) business days prior to the Effective Time, Tapestry provides written notice to Capri directing Capri to terminate its 401(k) plan(s), Capri shall terminate any and all 401(k) plans effective as of the day immediately preceding the day on which the Effective Time occurs (which we refer to as the “401(k) Termination Date”). If the Capri 401(k) plan is terminated, then on the Closing Date (such that there is no gap in 401(k) plan participation), Tapestry shall permit all Continuing Employees who were eligible to participate in any of Capri’s 401(k) plan(s) immediately prior to the 401(k) Termination Date to participate in Tapestry’s 401(k) plan and shall permit each such Continuing Employee to elect to transfer his or her account balance when distributed from the terminated Capri 401(k) plan(s), including any outstanding participant loans, to Tapestry’s 401(k) plan.

Tapestry has agreed to, and to cause each of its subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably necessary or advisable to obtain funds sufficient to fund the Financing Amounts on or prior to the date on which the Merger is required to be consummated pursuant to the terms of the Merger Agreement, which may include the issuance and sale of senior unsecured notes and/or the entry into a committed term loan facility (any such (a) notes that have been funded and are not subject to an escrow arrangement, (b) notes that are subject to an escrow agreement, which shall have conditions to funding not less favorable than those set forth in the Commitment Letter as of the date of the Merger Agreement, and (c) committed term loan facility, which shall have conditions to funding not less favorable than those set forth in the Commitment Letter as of the date of the Merger Agreement, collectively, the “Replacement Financing”). In furtherance and not in limitation of the foregoing, Tapestry has agreed to use reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary or advisable to obtain the proceeds of the debt financing on the terms and subject only to the conditions described in the Commitment Letter on or prior to the date on which the Merger is required to be consummated pursuant to the terms of the Merger Agreement.

In the event that any portion of the debt financing becomes unavailable (other than due to a reduction in connection with a Replacement Financing), Tapestry has agreed to (i) as promptly as practicable notify Capri in writing of such unavailability and the reason therefor and (ii) unless Tapestry has available sufficient cash on hand or cash from other funding sources pursuant to a Replacement Financing to fund the Financing Amounts, use reasonable best efforts, and cause each of its subsidiaries to use their reasonable best efforts, to arrange and obtain, as reasonably promptly as practicable following the occurrence of such event, alternative financing (on terms and conditions that are not materially less favorable to Tapestry and/or any of its subsidiaries, taken as a whole, than the terms and conditions as set forth in the Commitment Letter, taking into account any “market flex” provisions thereof) for any such unavailable portion from the same or alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with the available portion of the debt financing, to consummate the transactions contemplated by the Merger Agreement and to pay the Financing Amounts and, without limiting the foregoing, to use reasonable best efforts to cause such Alternative Financing to not include certain prohibited modifications or conditions to the consummation thereof that are more onerous than those set forth in Commitment Letter as of the date the Merger Agreement was executed.

Promptly after obtaining knowledge thereof, Tapestry has agreed to provide Capri with written notice of any actual or threatened breach, default, cancellation, termination or repudiation by any party to the Commitment Letter

or any definitive agreement and a copy of any written notice or other written communication from any lender or other financing source with respect to any actual or threatened breach, default, cancellation, termination or repudiation by any party to the Commitment Letter or any definitive agreements with respect to the debt financing of any provision thereof and to keep Capri reasonably informed on a timely basis of the status of its efforts to consummate the debt financing, including any Alternative Financing.

In no event will the receipt or availability of any funds or financing (including the debt financing) by or to Tapestry or any of its affiliates or any other financing or other transactions be a condition to any of Tapestry’s obligations under the Merger Agreement.

Prior to the Effective Time and subject to the last paragraph of this section of this proxy statement, Capri has agreed to use its reasonable best efforts, to cause its subsidiaries to use their reasonable best efforts, and to cause its and their respective representatives to, provide all customary cooperation and all customary financial information, in each case that is reasonably requested by Tapestry in connection with any financing, including the debt financing, obtained or to be obtained by Tapestry for the purpose of financing the Merger or any transaction undertaken in connection therewith (it being understood that the receipt of any such financing is not a condition to the Merger), including by using reasonable best efforts to:

Capri’s obligation to provide such cooperation is subject to specified customary exceptions. Additionally, Tapestry has agreed to reimburse Capri or any of its subsidiaries for all reasonable and documented out-of-pocket costs incurred by them or their respective representatives in connection with such cooperation and has agreed to reimburse, indemnify and hold harmless Capri and its subsidiaries and their respective representatives from and against any and all losses actually suffered or incurred by them in connection with the arrangement of such financing, any action taken by them at the request of Tapestry or its representatives pursuant to the above provisions and any information used in connection therewith, subject to certain customary exceptions.

Tapestry has agreed that for six years from and after the Effective Time, Tapestry will, and will cause the Surviving Company to, indemnify and hold harmless each past and present director, officer and employee of Capri or any of its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of Capri or any of its subsidiaries (which we refer to collectively as the “Indemnified Parties”) against any costs or expenses incurred in connection with any claim brought in connection with such person serving as an officer, director, employee or other fiduciary of Capri or any of its subsidiaries or of any other person, to the fullest extent permitted by applicable law and Capri’s governing documents or the organizational documents of the applicable subsidiary of Capri (as applicable) or any indemnification agreements with such person in existence on the date of the Merger Agreement. The parties further agreed that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, that exist in favor of the Indemnified Parties as provided in Capri’s or its subsidiaries’ respective certificate of incorporation, certificate(s) of change of name (if any), certificate(s) of merger (if any), memorandum and articles of association or bylaws (or comparable organizational documents) or in any indemnification agreement of Capri or any of its subsidiaries with any Indemnified Party in existence on the date of the Merger Agreement will survive the transactions contemplated by the Merger Agreement, and will continue in full force and effect in accordance with the terms thereof. Further, if any Indemnified Party notifies the Surviving Company on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such person intends in good faith to seek indemnification pursuant to the Merger Agreement, those provisions will continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto.

Tapestry has further agreed that, for six years after the Effective Time, it will maintain in effect the provisions in (i) Capri’s governing documents and (ii) any indemnification agreement of Capri or its subsidiaries with any Indemnified Party in existence on the date of the Merger Agreement, except to the extent that such agreement provides for an earlier termination, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of the Merger Agreement, and that no such provision may be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the transactions thereunder).

Capri has agreed that it will, at or prior to the Effective Time, purchase a six-year prepaid “tail” policy on terms and conditions providing coverage retentions, limits and other material terms substantially equivalent to the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Capri and its subsidiaries with respect to matters arising at or prior to the Effective Time. However, Capri will not commit or spend on such “tail” policy, in the aggregate, more than 300% of the last aggregate annual premium paid by Capri prior to the date of the Merger Agreement for its current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (which we refer to as the “Base Amount”), and if the cost of such “tail” policy would otherwise exceed the Base Amount, Capri is permitted to purchase only as much coverage as reasonably practicable for the Base Amount. Capri has agreed that it will in good faith consult with Tapestry prior to the Closing with respect to the procurement of such “tail” policy, including with respect to the selection of the broker, available policy price and coverage options.

Capri has agreed to:

Capri has also agreed that it will:

Capri may not adjourn or postpone the Special Meeting without Tapestry’s prior written consent, other than in specified circumstances (provided that Tapestry consent is always required for any adjournment of more than 10 business days).

Capri has agreed to provide Tapestry prompt notice of any litigation brought by any shareholder of Capri or purported shareholder of Capri against it or any of its subsidiaries and/or any of their respective directors or officers relating to the Merger or any of the other related transactions or the Merger Agreement. Capri has further agreed to keep Tapestry informed on a prompt and timely basis with respect to the status thereof. Capri will give Tapestry the opportunity to participate (at Tapestry’s expense) in the defense or settlement of any such litigation and reasonably cooperate with Tapestry in conducting the defense or settlement of such litigation (provided that Capri will in any event control such defense and/or settlement), and no such settlement shall be agreed without Tapestry’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed).

Subject to the terms and conditions of the Merger Agreement, each of Tapestry and Capri has agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement and related transaction documents as promptly as practicable following the date of the Merger Agreement, including:

Specifically, in furtherance of and without limiting the generality of the above, Tapestry and Capri have agreed as promptly as reasonably practicable after the date of the Merger Agreement to:

However, in no event will Tapestry, Merger Sub or any of their respective subsidiaries be required to, and Capri may not, and may not permit any of its subsidiaries to, without the prior written consent of Tapestry, become subject to, consent to, or offer or agree to, take or commit to take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to (A) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of Capri, the Surviving Company, Tapestry, Merger Sub or any subsidiary of any of the foregoing or (B) impose any restriction, requirement or limitation on the operation of the business or portion of the business of Capri, the Surviving Company, Tapestry, Merger Sub or any subsidiary of any of the foregoing (unless, within such clause (B), such restriction, requirement or limitation shall have no material impact on Capri, the Surviving Company, Tapestry, Merger Sub or any subsidiary of any of the foregoing or the transactions contemplated by the Merger). However, Capri has agreed that, if requested by Tapestry, Capri or its subsidiaries will become subject to, consent to or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on Capri or its subsidiaries in the event the Closing occurs.

The parties have further agreed to use their reasonable best efforts to defend or contest, including through litigation or other means, any objection to, or actions challenging, the consummation of the transactions contemplated by the Merger Agreement and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement.

Tapestry will, acting reasonably and considering Capri’s views in good faith, be entitled to lead the strategy and course of action for seeking and obtaining all Required Regulatory Approvals, including but not limited to directing and unilaterally determining (i) any decision to pull and refile any governmental filing or voluntarily extend any waiting period or review period under the HSR Act or any other applicable regulatory law and (ii) any decision to enter into, and the contents of, any agreement (including a timing agreement) with any governmental entity to delay and not to consummate the transactions contemplated by the Merger Agreement (provided that at the time of entry into any timing or similar agreement, the term thereof would not reasonably be expected to extend beyond such time as would allow the parties sufficient time to consummate the Closing prior to the Outside Date).

Capri has agreed (i) to use commercially reasonable efforts to consult with Tapestry with respect to, and keep Tapestry reasonably apprised of, (A) any reorganizations of the corporate structure of Capri and its subsidiaries or (B) any reorganizations, restructurings, transactions or other actions by or among Capri and its subsidiaries which have a substantial or principal objective relating to tax planning, including in respect of OECD Pillar Two, in the case of each of clauses (A) and (B), (I) which have a material tax impact, but (II) excluding (x) any items set forth in the

Capri disclosure letter and (y) any actions consistent with past practice and in the ordinary course of the tax compliance function of Capri and its subsidiaries (which we refer to collectively as “Tax Actions”), (ii) to consider in good faith any comments from Tapestry in respect of such Tax Actions, and (iii) if Tapestry reasonably objects to any such Tax Action on the basis that such Tax Action would materially increase the tax liability of Tapestry, Capri, or their respective subsidiaries after the Closing (or materially increase the risk of any material tax liability of Tapestry, Capri and their respective subsidiaries, including as a result of a tax audit, claim, or other proceeding after the Closing with respect to any taxable period (or portion thereof) ending on or before the Closing Date), not to, and to cause each of its subsidiaries not to, consummate such Tax Action unless Capri has received an opinion from a “Big-4” accounting firm or other nationally recognized accounting firm concluding that there is at least “more likely than not-level” support for the reporting position(s) with respect to such Tax Action.

Upon the written request of Tapestry and at Tapestry’s sole cost and expense, Capri has also agreed to consider in good faith any reasonable request by Tapestry that Capri and its subsidiaries make tax elections, implement restructuring transactions, or otherwise take actions, in each case, prior to the Closing, in furtherance of Tapestry’s integration and tax planning with respect to Capri and its subsidiaries; except that Capri is not required to make any tax election, implement any restructuring transaction, or otherwise take any action pursuant to this provision that Capri determines, in its discretion, exercised in good faith, not to make, implement, or take.

The Merger Agreement contains other covenants, including those relating to access to information, takeover statutes, public announcements, stock exchange delisting and deregistration, matters related to Section 16 of the Exchange Act and further assurances.

The respective obligations of each party to effect the Merger and other transactions contemplated by the Merger Agreement are subject to the satisfaction (or waiver by Tapestry, Merger Sub and Capri to the extent permitted by applicable law) of the following conditions:

In addition, the obligation of Capri to effect the Merger and other transactions contemplated by the Merger Agreement is subject to the satisfaction (or waiver by Capri to the extent permitted by applicable law) of the following additional conditions:

In addition, the obligations of Tapestry and Merger Sub to effect the Merger and other transactions contemplated by the Merger Agreement are subject to the satisfaction (or waiver by Tapestry and Merger Sub to the extent permitted by applicable law) of the following additional conditions:

The Merger Agreement may be terminated at any time prior to the Closing in the following ways (whether before or after any approval by Capri shareholders of the matters presented in connection with the Merger):

Capri has agreed to pay to Tapestry a termination fee of $240 million in cash (which we refer to as the “Termination Fee”) if the Merger Agreement is validly terminated:

Tapestry’s reimbursement obligation is subject to a cap of $30 million if the Merger Agreement is terminated on or prior to August 10, 2024, $40 million if the Merger Agreement is terminated after August 10, 2024 but on or prior to November 10, 2024 and $50 million if the Merger Agreement is terminated following November 10, 2024.

The parties have agreed that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that any of the provisions of the Merger Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties have agreed that each party is entitled to (i) an injunction or injunctions to prevent or remedy any breach or threatened breaches of the Merger Agreement by any other party, (ii) a decree or order of specific performance specifically enforcing the terms and provisions of the Merger Agreement, and (iii) any further equitable relief, in addition to any other remedy to which such party is entitled to under the terms of the Merger Agreement, at law or in equity.

Except in limited circumstances, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereunder shall be paid by the party incurring such costs and expenses. Except as otherwise described under the section of this proxy statement entitled “— Exchange and Payment Procedures,” all

transfer, documentary, sales, use, stamp, registration and other such taxes imposed with respect to or as a result of the transfer of Capri ordinary shares pursuant to the Merger will be borne by Tapestry or Merger Sub and expressly will not be a liability of holders of Capri ordinary shares.

Subject to applicable law, the Merger Agreement may be amended, modified and supplemented by written agreement of each of the parties thereto. At any time and from time to time prior to the Effective Time, either Capri, on the one hand, or Tapestry and Merger Sub, on the other hand, may, to the extent legally allowed and except as otherwise set forth in the Merger Agreement, (i) extend the time for the performance of any of the obligations or other acts of the other parties, as applicable, (ii) waive any inaccuracies in the representations and warranties made by the other parties contained therein or in any document delivered pursuant thereto and (iii) waive compliance with any of the agreements or conditions for their respective benefit contained herein. Any agreement on the part of Tapestry, Merger Sub or Capri to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of Tapestry or Capri, as applicable. No failure or delay by Capri, Tapestry or Merger Sub in exercising any right under the foregoing will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise of any other right thereunder.

The Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the law of any other state, provided that (i) the provisions of the BVI Act applicable to the authorization, effectiveness and effects of the Merger will apply to the Merger and (ii) the applicable law of the British Virgin Islands shall apply to the standard of conduct governing acts by Capri’s Board in connection with the Merger Agreement, including with respect to compliance with statutory and fiduciary duties.

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Capri is required to submit a proposal to Capri shareholders to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Capri’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. Such compensation is summarized and quantified in the section entitled “Proposal 1: Adoption of the Merger Agreement — Interests of Capri’s Executive Officers and Directors in the Merger.” The Board of Directors encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this proxy statement. Accordingly, Capri is asking you to approve the following resolution:

RESOLVED, that the shareholders of Capri approve, on an advisory (nonbinding) basis, the compensation that will or may become payable to Capri’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “Proposal 1: Adoption of the Merger Agreement — Interests of Capri’s Executive Officers and Directors in the Merger — Quantification of Potential Payments and Benefits to Capri’s Named Executive Officers in Connection with the Merger.”

The vote on this Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve the Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on Capri. Accordingly, if the Merger Agreement Proposal is approved and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.

The affirmative vote of a majority of the votes of the Capri ordinary shares present virtually or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting will have no effect on the outcome of the Compensation Proposal, (b) abstentions will have the same effect as a vote “AGAINST” the Compensation Proposal and (c) “broker non-votes” (if any) will have no effect on the outcome of the Compensation Proposal. Capri ordinary shares represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Capri shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the Capri ordinary shares represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Compensation Proposal.

We are asking you to approve a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. If Capri shareholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from Capri shareholders that have previously returned properly executed proxies voting against the Merger Agreement Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, we could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those shares to change their votes to votes in favor of the Merger Agreement Proposal. Additionally, we may seek to adjourn the Special Meeting if a quorum is not present or otherwise at the discretion of the chairman of the Special Meeting.

The affirmative vote of a majority of the votes of the Capri ordinary shares present in virtually or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting will have no effect on the outcome of the Adjournment Proposal, (b) abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal and (c) “broker non-votes” (if any) will have no effect on the outcome of the Adjournment Proposal. Capri ordinary shares represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If a Capri shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the Capri ordinary shares represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of September 11, 2023 by:

Beneficial ownership is based upon 116,139,745 Capri ordinary shares outstanding as of September 11, 2023, unless otherwise indicated in the footnotes to the table. In addition, Capri ordinary shares issuable upon exercise of share options or other derivative securities that are exercisable as of September 11, 2023 or will become exercisable within 60 days of September 11, 2023 are deemed outstanding for purposes of computing the percentage of the person holding such options or other derivative securities, but are not deemed outstanding for purposes of computing the percentage owned by any other person.

All of the ordinary shares listed in the table below are entitled to one vote per share, and each of the persons described below has sole voting power and sole investment power with respect to the shares set forth opposite his, her or its name, except as otherwise noted. Unless otherwise indicated, the address of each executive officer named in the table below is c/o Capri Holdings Limited, 11 West 42nd Street, New York, New York 10036, and the address of each director named in the table below is 90 Whitfield Street, 2nd Floor, London, United Kingdom W1T 4EZ.

If the Merger is completed, we will have no public shareholders and there will be no public participation in any future meetings of Capri shareholders. However, if the Merger is not completed, Capri shareholders will continue to be entitled to attend and participate in shareholder meetings.

Capri will hold an annual meeting of shareholders in 2024, which we refer to as the “Capri 2024 annual meeting,” only if the Merger has not already been completed.

As described in our proxy statement for the 2023 annual meeting of shareholders, filed on June 15, 2023, Capri shareholders may submit proper proposals for inclusion in our proxy statement for the Capri 2024 annual meeting and for consideration at the Capri 2024 annual meeting by submitting their proposals to Capri at our principal executive offices, addressed to our Corporate Secretary, no later than February 16, 2024. Assuming that the Capri 2024 annual meeting is held no more than 30 days before, and no more than 70 days after, the anniversary date of Capri’s 2023 annual meeting of shareholders, shareholders who intend to present a proposal at the Capri 2024 annual meeting without inclusion of such proposal in our proxy materials or who intend to nominate a director are required to provide us with notice of such proposal or nomination no later than May 3, 2024 or earlier than April 4, 2024. In the event that the date of the Capri 2024 annual meeting is more than 30 days before, or more than 70 days after, such anniversary date, notice of any such proposal or director nomination must be provided to us no later than the later of the 90th day prior to the date of the Capri 2024 annual meeting or the 10th day following the first public announcement of the date of the meeting and no earlier than the close of business on the 120th day prior to the date of the Capri 2024 annual meeting. Additionally, shareholders must comply with other applicable requirements contained in Regulations 69, 70 and 71 of our memorandum and articles of association. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements contained in our memorandum and articles of association and applicable laws.

Additionally, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Capri’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than June 3, 2024.

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

The following Capri filings with the SEC are incorporated by reference:

We also incorporate by reference into this proxy statement additional documents that we may file with the SEC between the date of this proxy statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K and proxy soliciting materials.

Capri is subject to the informational requirements of the Exchange Act. We file reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains our reports, proxy and information statements and other information at https://sec.gov.

You may obtain any of the documents we file with the SEC, without charge, by requesting them in writing or by telephone from us:

In order for you to receive timely delivery of documents in advance of the Special Meeting, you must make such request by no later than October 18, 2023. Please note that all of our documents that we file with the SEC are also promptly available through our website at www.capriholdings.com. The information included on our website is not incorporated by reference into this proxy statement.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your Capri ordinary shares, please contact our proxy solicitor:

Capri has supplied all information relating to Capri, and Tapestry has supplied, and Capri has not independently verified, all of the information relating to Tapestry and Merger Sub contained in this proxy statement.

You should rely only on the information contained in this proxy statement, the annexes to this proxy statement and the documents that we incorporate by reference in this proxy statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated September 20, 2023. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this proxy statement), and the mailing of this proxy statement to Capri shareholders does not create any implication to the contrary. This proxy statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.