Naked Brand Group Limited

1 Independent Expert s Report: Shareholders should carefully consider the Independent Expert s Report, which is attached to this Notice of Meeting as Annexure A. The Independent Expert has concluded that the Proposed Transaction, as set out in the explanatory memorandum , is not fair but reasonable to Shareholders in the absence of a superior proposal, for the reasons set out in the Independent Expert s Report. Important Notes: This document, which includes the Notice of Meeting, explanatory memorandum and Independent Expert s Report, is important and should be read in its entirety. This Notice of Meeting does not take into account the individual investment objectives, financial situation or particular needs of any person.

2 Shareholders should seek professional advice from a licensed financial adviser, accountant, stockbroker, legal adviser or other professional adviser before deciding whether or not to approve the Resolutions set out in this Notice. Naked Brand Group Limited (ACN 619 054 938) Extraordinary General Meeting Notice of Meeting and explanatory memorandum 10:00am (AEDT), Tuesday, 21 December 2021 6:00pm (EST), Monday, 20 December 2021 BDO Sydney, Level 11, 1 Margaret Street, Sydney NSW 2000, Australia 2 EXECUTIVE CHAIRMAN S LETTER Executive Chairman s Letter Dear Shareholder On behalf of the Board, I am pleased to invite you to attend an Extraordinary General Meeting on Tuesday, 21 December 2021 at 10:00am (Australian Eastern Daylight Time) / Monday, 20 December 2021 at 6.

3 00pm (Eastern Standard Time) (Meeting), to consider and vote on resolutions in relation to approving the proposed acquisition of the Cenntro electric commercial vehicles design and manufacturing business (ECV Business), as announced on 8 November 2021. On 5 November 2021, Naked Brand Group Limited (Company) entered into a definitive stock purchase agreement (Stock Purchase Agreement) with Cenntro Automotive Group Limited (CAG), under which it is proposed that the Company will acquire certain wholly owned subsidiaries of CAG which conduct the ECV Business, in exchange for approximately of the fully paid ordinary shares in the Company post-Closing (Shares) (on a fully diluted basis, as determined in accordance with the Stock Purchase Agreement) (Proposed Transaction).

4 These Shares will then be distributed by CAG to its shareholders promptly following Closing. In addition, each CAG employee stock option will be converted into an option to purchase an equivalent number of Shares at an equivalent option exercise price. The Proposed Transaction is conditional on the Company and CAG obtaining all necessary regulatory and shareholder approvals. The Non-Executive Directors have carefully considered the advantages, disadvantages and risks associated with the Proposed Transaction and believe that the Proposed Transaction presents Shareholders with a compelling opportunity to acquire a position in an industry leader with strong growth prospects and disruptive technology.

5 The Independent Expert appointed to assess the Proposed Transaction considers that the Proposed Transaction is not fair but reasonable to Shareholders in the absence of a superior proposal. Further details regarding the Proposed Transaction (including the Independent Expert s Report) and the Resolutions are set out in the Notice of Meeting and explanatory memorandum which you are strongly encouraged to read in its entirety. The Non-Executive Directors unanimously believe that the Proposed Transaction is in the best interests of Shareholders. Accordingly: each Non-Executive Director recommends that Shareholders vote in favour of the Transaction Resolutions; and each Non-Executive Director confirms that they intend to vote any Shares that they own in favour of the Transaction Resolutions.

6 The Board strongly encourages you to submit a proxy vote online ahead of the Meeting. Proxy votes can be lodged at On behalf of the Board I would like to thank you for your continued support. Yours sincerely, Justin Davis-Rice Executive Chairman 3 KEY INFORMATION Key Information in respect of the Proposed Transaction Question Answer Reference Proposed Transaction What is the Proposed Transaction? The Company proposes to acquire the electric commercial vehicles design and manufacturing business (ECV Business) conducted by certain subsidiaries of Cenntro Automotive Group Limited (CAG). On 5 November 2021, the Company entered into a definitive stock purchase agreement (Stock Purchase Agreement) providing for the Company to complete a combination with Cenntro Automotive Group Limited , a Hong Kong company (CAG HK), Cenntro Automotive Corporation, a Delaware corporation (CAC), and Cenntro Electric Group , Inc.

7 , a Delaware corporation (CEG and, collectively with CAG HK and CAC, the CAG Subs), by acquiring all of their issued and outstanding shares (Cenntro Shares), (Proposed Transaction). In exchange, CAG will receive the number of fully paid ordinary shares in the Company (Shares) equal to seven-thirds (7/3) times (i) the number of fully diluted Shares outstanding immediately prior to consummation of the Proposed Transaction (Closing), less (ii) each CAG employee stock option outstanding immediately prior to the Closing that will be converted into an option to purchase a number of Shares equal to the number of CAG shares for which such stock option was exercisable immediately prior to the Closing multiplied by the Exchange Ratio (as defined below)

8 At an option exercise price equal to the exercise price per share of such stock option immediately prior to the Closing divided by the Exchange Ratio (Converted CAG Option), all as determined in accordance with the Stock Purchase Agreement (Acquisition Shares). The Acquisition Shares will then be distributed by CAG to its shareholders promptly following Closing. Section What are the key aspects of the Proposed Transaction and Stock Purchase Agreement? Closing of the Proposed Transaction is expected to occur by 31 December 2021, after receipt of the required approval by Shareholders and CAG Shareholders and the satisfaction or waiver of the other closing conditions set forth in the Stock Purchase Agreement, including the condition that the Company has cash of at least US$282 million and liabilities of no more than US$10 million in the aggregate immediately prior to the Closing, FIRB Approval for the Proposed Transaction having been obtained, and that The Nasdaq Stock Market LLC (Nasdaq)

9 Has approved the initial listing application in connection with the Proposed Transaction with respect to the Acquisition Shares and the Acquisition Shares have been approved for listing on Nasdaq as of the Closing. FIRB Approval was obtained for the Proposed Transaction on 12 November 2021. There can be no assurance, however, that the other closing conditions set forth in the Stock Purchase Agreement will be satisfied or waived. Section 4 KEY INFORMATION Question Answer Reference Concurrently with the execution of the Stock Purchase Agreement, the Company also entered into: (a) a loan agreement for, and funded, a US$30 million secured loan to the CAG Subs (Loan Agreement); (b) lock-up agreements with certain CAG Shareholders who agreed not to transfer Shares beneficially owned or owned of record by them for a period of 180 days after consummation of the Proposed Transaction; (c) a relationship agreement with Peter Wang, Cenntro Enterprise Limited (CEL) and Trendway Capital Limited (TCL) (both entities ultimately owned by Mr.)

10 Wang) (together the Wang Parties), providing director nomination powers to the Wang Parties in Limited circumstances (Relationship Agreement); in addition: (d) the shareholders and holders of secured convertible notes of CAG and certain officers of the Company will enter into a registration rights agreement under which they will be granted certain rights to have registered for resale under the Securities Act of 1933 (Securities Act) the Shares received by them in the Proposed Transaction or granted as compensation; (e) certain CAG Shareholders, who hold sufficient ordinary and preferred shares of CAG to approve the Proposed Transaction, entered into support agreements to execute written consents to approve the Proposed Transaction; (f) certain Shareholders have delivered statements of intention to vote in favour of the Proposed Transaction at the Meeting; and in order to meet the US$282 million minimum cash closing condition for the Proposed Transaction, the Company entered into: (g) an equity distribution agreement for an at-the-market offering, through Maxim Group , LLC (Maxim), of up to US$300 million of Shares (ATM Offering).