Virtual Meeting of Creditor/Plan Information

Status of file as of July 21, 2020

On July 21, 2020 the virtual Creditors’ Meeting was held to consider and vote on the Plan.

The resolution (the “Plan Resolution”) approving the Plan pursuant to the CCAA was approved by 98% in number of Affected Creditors who represent 99% in value of the eligible voting claims of Affected Creditors who were present and voted at the Creditor’ Meeting. This approval represents a “Required Majority” under the Plan.

F21 Canada intends to seek an order from the Court sanctioning and approving the Plan (the “Sanction and Vesting Order”) at a hearing scheduled to take place on August 4, 2020. Implementation of the Plan is subject to receipt of the Sanction Order and the satisfaction or waiver of certain other conditions precedent set out in the Plan.

On May 21, 2020, Forever XXI ULC (“F21 Canada” or the “Company”), filed a plan of compromise and arrangement dated May 28, 2020 (the “Plan”) with the Court in their restructuring proceedings pursuant to the CCAA.

A virtual meeting (the "Meeting") of a single class of Affected Creditors, being the Unsecured Creditor Class (both defined in the Plan), is to be held on July 21, 2020 at 10:00 a.m. (Toronto Time) by live audio webcast online at  https://web.lumiagm.com/202615517 (Password: forever21), for the purpose of considering and voting upon the Plan.

The Meeting is being held pursuant to the Order of the Court made on May 28, 2020 (the "Meeting Order"). A copy of the Meeting Order can be found on this page below.

Capitalized terms used and not otherwise defined in this Notice have the respective meanings given to them in the Plan or the Meeting Order.

The Company has set a date for a Court hearing at 10:00 a.m. (Toronto Time) on August 4, 2020 (the “Sanctioning Hearing”), at 330 University Avenue, Toronto, Ontario, or via video conference, if necessary, at which time F21 Canada will ask the Court to approve the Plan, if the Plan is approved by the requisite majority of the Affected Creditors at the Meeting.

Affected Creditors will receive a Meeting Materials package from the Monitor, which will include a Notice of Creditors’ Meeting, a Proxy, the Resolution, a copy of the Plan, and the Letter to Creditors (a copy of which is below) providing important information about the Plan and the Meeting.

All Known Affected Creditors will receive their personal identifier number (the “Personal Meeting Identifier” or the “Personal Meeting ID”) with the Meeting Materials sent to such Known Affected Creditors.  Validly appointed Proxy holders (other than the Monitor’s representatives named in the Proxy form) will be contacted by the Monitor and provided with a separate Personal Meeting ID to be used by them at the Meeting.  Affected Creditors who wishes to attend the Creditors’ Meeting and who has not received a Personal Meeting ID should contact the Monitor directly at the address listed below.

Should legal counsel or other advisors of any Affected Creditors and/or its duly appointed Proxy holders wish to attend the Meeting, such legal counsel or advisors should contact the Monitor in advance of the Meeting to obtain a Personal Meeting ID in order to enable access to the Meeting.

Attendance at the Creditors’ Meeting

The Meeting will be a virtual only meeting conducted by way of a live audio webcast online at https://web.lumiagm.com/202615517 (Password: forever21).

Affected Creditors with accepted Voting Claims and duly appointed Proxy holders will be able to attend the virtual meeting, submit questions and vote in real time, provided they are connected to the internet and follow the instructions below:

Step 1: Log in online at https://web.lumiagm.com/202615517. We recommend that you log in at least 15 minutes before the meeting starts.

Step 2: Click “Personal Meeting ID”

Step 3: Enter the Personal Meeting ID you were provided as your username.

Step 4: Enter the password: forever21 (case sensitive).

Step 5: Follow the instructions to view the meeting and vote when prompted.

If an Affected Creditor uses its Personal Meeting ID to log in to the meeting, and subsequently votes using the voting options provided during the meeting, it will be revoking any proxy it previously submitted. If an Affected Creditor does not wish to revoke a previously submitted Proxy, it may log in using its Personal Meeting ID and decline to vote at the Meeting when prompted to do so. It is the Affected Creditors’ and Proxy holders’ responsibility to ensure internet connectivity for the attendance at the Creditors’ Meeting.

Proxy Form

An Affected Creditor may attend at the virtual Creditors’ Meeting in person using the Personal Meeting ID provided to them or may appoint another person as its proxyholder by inserting the name of such person in the space provided in the form of Proxy. Proxies must be received by the Monitor by 10:00 a.m. on July 17, 2020, or 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to any adjourned, postponed or rescheduled Creditors’ Meeting (the “Proxy Deadline”).

Please be advised that the Proxy Deadline has been extended to 12 p.m. on July 20, 2020 or 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to any adjourned, postponed or rescheduled Creditors’ Meeting.

All notices and inquiries with respect to the Virtual Meeting should be directed to the Monitor at:

PricewaterhouseCoopers Inc. LIT,
Monitor of Forever XXI ULC
18 York Street, Suite 2600
Toronto, Ontario
M5J 0B2

Attention:  Tammy Muradova
Email: cmt_processing@ca.pwc.com
Fax:  +1 416 814 3219

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