0000008868-16-000120 Sample Contracts

Avon Products, Inc. and Barington Capital Group, L.P. Reach Agreement
Reach Agreement • March 28th, 2016 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations

NEW YORK, March 28, 2016 -- Avon Products, Inc. (NYSE: AVP) (“Avon” or the “Company”) and an investor group led by Barington Capital Group, L.P., including NuOrion Partners AG and certain other investors that collectively own over 3% of the outstanding shares of the Company (“Barington”), today announced that they have reached an agreement in connection with the Company’s 2016 Annual Meeting of Shareholders (“the Agreement”). Under the terms of the Agreement, Barington has been granted the right to approve the appointment of an independent director to the Avon Board that will be selected jointly by the Company and Cerberus Capital Management, L.P. Also under the terms of the Agreement, Barington has agreed to withdraw its nominations for election to Avon’s Board of Directors at the Company's 2016 Annual Meeting and to vote all of its shares in favor of the nominees proposed by the Avon Board.

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AGREEMENT
Agreement • March 28th, 2016 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations • New York

This Agreement, dated March 27, 2016 (this “Agreement”), is by and among Barington Companies Equity Partners, L.P. and the entities and natural persons listed on Schedule A (collectively, “Barington”) and Avon Products, Inc. (the “Company”).

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