Benzinga | Dec 21, 2021 09:35AM EST

Naked Brand Group Limited Shareholders Overwhelmingly Approve Acquisition Of Cenntro At Extraordinary General Meeting; Terms Not Disclosed

Naked Brand Group Limited (ACN 619 054 938) (NASDAQ:NAKD) ("Naked" or the "Company") today announced that at an extraordinary general meeting of shareholders (the "Extraordinary General Meeting") held at 10:00am (AEDT), Tuesday, December 21, 2021 / 6:00pm (EST), Monday, December 20, 2021, its shareholders overwhelmingly approved the acquisition ("Proposed Transaction") of Cenntro Automotive Group Limited, Cenntro Automotive Corporation, and Centro Electric Group, Inc. ("Cenntro"), a commercial EV technology company.

A total of 210,228,094 ordinary shares of the Company were voted, representing approximately 20.6% of the shares of the Company's ordinary shares issued and outstanding as of the close of business on December 20, 2021 (EST), with the following results:

Percentages Percentages PercentagesResolution of Votes of Votes of Votes For Against Withheld

Approval of Proposed Transaction for all 96.99% 1.74% 1.26%purposes, including item 7 of section611of the Corporations ActApproval of the change in Company name 97.78% 1.47% 0.74%

Approval to amend Constitution 96.62% 2.10% 1.28%

Election of Mr. Peter Wang as a Director 96.39% 1.48% 2.13%

Election of Mr. Chris Thorne as a Director 95.79% 1.55% 2.66%

Election of Mr. Joe Tong as a Director 95.67% 1.62% 2.71%

Approval of Share Consolidation. 90.24% 7.79% 1.97%

Approval of Non-Executive Director 74.41% 18.55% 7.04%BenefitsApproval of acceleration of CEO Phantom 73.13% 18.96% 7.91%Warrants and grant of Incentive Award

"We are pleased with the strong vote of confidence by our shareholders to approve the acquisition of Cenntro, an early pioneer in Artificial Intelligent ("AI") Autonomous Driving and a leading designer and manufacturer of electric light and medium-duty commercial vehicles ("ECV")," said Justin Davis-Rice, Chairman and Chief Executive Officer of Naked. "This transaction provides Cenntro with working capital to support a substantial backlog, fast-tracks the pathway to a public company and introduces them to our loyal and enthusiastic shareholder base. After selling and delivering more ECVs than any other EV company, Cenntro is ready to scale deliveries to an estimated 74,800 vehicle sales to leading consumer companies in 2023 with revenue of $2.1 billion.

"With a recently closed $20.0 million private placement, Naked anticipates having the funds required to close the acquisition and will not raise additional capital in the short term, resulting in the termination of a previously disclosed at-the-market offering of up to $300.0 million . We look forward to closing the transaction by year end and positioning the combined company at the forefront of the technology transformation of the ECV market."

The Proposed Transaction remains subject to, among other closing conditions, Nasdaq having approved the initial listing application in connection with the Proposed Transaction. The Company currently anticipates the Proposed Transaction to close by year end of 2021.