Canadian Certification Form

To: NMG Holding Company, Inc.
The Neiman Marcus Group LLC (the “Issuers”)
J.P. Morgan Securities LLC, BofA Securities, Inc., TD Securities (USA) LLC, Wells Fargo Securities,
LLC, Capital One Securities, Inc., MUFG Securities Americas Inc. and UBS Securities LLC

TO BE COMPLETED BY REGISTERED HOLDERS OF OLD NOTES THAT ARE CANADIAN RESIDENTS AND BY REGISTERED HOLDERS HOLDING OLD NOTES ON BEHALF OF BENEFICIAL OWNERS THAT ARE CANADIAN RESIDENTS

One copy of this form must be completed for each beneficial owner that is a Canadian resident.

The Issuers are offering, upon the terms and subject to the conditions set forth in the Issuers’ confidential offering memorandum and consent solicitation statement dated August 13, 2024 (the “Offering Memorandum”), to exchange (the “Exchange Offer”) the Issuers’ outstanding 7.125% Senior Secured Notes due 2026 (the “Old Notes”) for new 8.500% Senior Secured Notes due 2028 of the Issuers (the “Exchange Notes”) and cash.

In accordance with Canadian securities legislation, the Exchange Offer is open to each person resident in Canada that is: (a) an “accredited investor” as defined in section 73.3(1) of the Securities Act (Ontario), in the case of a person resident in Ontario, or National Instrument 45-106 – Prospectus Exemptions, in the case of a person resident in any other jurisdiction in Canada, that either would acquire the Exchange Notes for its own account or would be deemed to be acquiring the Exchange Notes as principal pursuant to applicable law, for investment only and not with a view to resale or distribution; and (b) a “permitted client” as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations and (c) is not an individual. The definitions of “accredited investor” and “permitted client” are reproduced in Schedule A and Schedule B, respectively, to this Canadian Certification Form.

In connection with the purchase of Exchange Notes by the undersigned, the undersigned hereby represents, warrants and certifies to the addressees of this Canadian Certification Form that the undersigned:

(i) is purchasing Exchange Notes as principal, or is deemed to be purchasing as principal in accordance with applicable securities laws in Canada (“Applicable Securities Laws”) of the province or territory in which the undersigned is resident, for investment only and not with a view to resale or distribution;

(ii) is resident in or is subject to the laws of the province or territory of (check one):

British Columbia Alberta Saskatchewan Manitoba
Ontario Québec New Brunswick Prince Edward Island
Nova Scotia Newfoundland and Labrador Yukon Territory Northwest Territories
Nunavut         

(iii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions, or, in Ontario, in section 73.3(1) of the Securities Act (Ontario), as applicable, by virtue of satisfying the indicated criteria in Schedule “A” to this Canadian Certification Form;

(iv) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, by virtue of satisfying the indicated criteria in Schedule “B” to this Canadian Certification Form; and

(v) has not been provided with any offering memorandum as such term is defined in Schedule “A” to this Canadian Certificate in connection with the undersigned’s purchase of Exchange Notes, other than the Offering Memorandum.

The undersigned has completed the following and acknowledges that each of the Issuer is relying on such information in respect of itself as the beneficial owner of Old Notes or on behalf of all beneficial owners on behalf of which the undersigned is acting. If the space provided below is inadequate, list the CUSIP numbers, principal amounts and other information on a separately executed schedule and affix the schedule to this Canadian Certification Form.

For greater certainty, if the undersigned is a depository, custodian, nominee or other intermediary completing this Canadian Certification Form on behalf of beneficial owners on behalf of which the undersigned is acting, the information provided below must relate to such beneficial owners, not the undersigned.

Notwithstanding the foregoing, a portfolio manager or dealer exchanging Old Notes on behalf of one or more fully managed accounts should only complete a single form for all such accounts, with the portfolio manager or dealer named as the beneficial owner.

Please return this form to D.F. King & Co., Inc. at the address set forth below:

NMG Holding Company, Inc.
The Neiman Marcus Group LLC

c/o D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Attention: Michael Horthman
Email: NMG@dfking.com

Banks and Brokers call: (212) 269-5550
Toll-Free: (800) 848-3051
By Facsimile (For eligible institutions only): (212) 709-3328
Confirmation: (212) 269-5552

You may direct any questions to D.F. King & Co., Inc. at toll free: (800) 848-3051, toll (212) 269-5550 or email: nmg@dfking.com .

Beneficial Owner Info:

Full Legal Name(s):         
Address(es):         
Postal Code:        
Country:        
Telephone No.(s):         
E-Mail Address:         
_________________________________ 
The paragraph letter in the definition of “accredited investor”
in section 1.1 of NI 45-106 that applies to the beneficial owner
(select only one from the list in Schedule A)
        

The paragraph letter in the definition of ‘‘permitted client’’
in section 1.1 of NI 31-101 that applies to the beneficial owner
(select only one from the list in Schedule B)
        

       [Note: * denotes required fields]


Signature*:         
Name and Title*:         
Institution:         
Address*:         
City/Province/Postal Code*:        
Country*:        
Telephone (including area code):         
Facsimile:         
E-Mail Address*:         

 
7.125% Senior Secured Notes due 2026 Principal Amount Held (USD)
Rule 144A:
CUSIP No. 62929R AC2
ISIN US62929RAC25
Reg S:
CUSIP No. U7360R AB2
ISIN USU7360RAB25

 

Schedule A

TO CANADIAN CERTIFICATION FORM
“ACCREDITED INVESTOR”

(All defined terms have the meanings set forth at the end of this Schedule “A”.)

Please check the appropriate box:

    (a)   a “Canadian financial institution”, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada),

    (b)    the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

    (c)    a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,

    (d)    a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,

    (e)    INTENTIONALLY OMITTED.

    (e.1)    INTENTIONALLY OMITTED.

    (f)    the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,

    (g)    a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec,

    (h)    any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,

    (i)    a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada,

    (j)    INTENTIONALLY OMITTED.

    (j.1)    INTENTIONALLY OMITTED.

    (k)    INTENTIONALLY OMITTED.

    (l)    INTENTIONALLY OMITTED.

    (m)    a person, other than an individual or investment fund, that has net assets of at least C$5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (m),

(n)    an investment fund that distributes or has distributed its securities only to

    (i)    a person that is or was an accredited investor at the time of the distribution,

    (ii)    a person that acquires or acquired securities in the circumstances referred to in sections 2.10 (Minimum amount investment) of NI 45-106, and 2.19 (Additional investment in investment funds) of NI 45-106, or

    (iii)    a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [investment fund reinvestment exemption] of NI 45-106,

    (o)    an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,

    (p)    a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

    (q)    a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a jurisdiction other than Canada or a province or territory of Canada,

    (r)    a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

    (s)    an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function,

    (t)    a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors,

    (u)    an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser,

    (v)    a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor, or

    (w)    a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

AS USED IN THIS SCHEDULE “A”, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

“Canadian financial institution” means:

(a)   an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b)   a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“control person” means:

in Ontario, Alberta, Newfoundland and Labrador, Nova Scotia and Saskatchewan:

(a)   a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a person or company holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the person or company is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(b)   each person or company in a combination of persons or companies, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and, if a combination of persons or companies holds more than 20 per cent of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons or companies is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in British Columbia and New Brunswick:

(a)   a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

(b)   each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all out-standing voting securities of an issuer to affect materially the control of the issuer,

(c)   and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in Prince Edward Island, Northwest Territories, Nunavut and the Yukon:

(a)   a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a person holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer, or

(b)   each person in a combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, who holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, and if a combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;

in Quebec:

(a)   a person that, alone or with other persons acting in concert by virtue of an agreement, holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer. If the person, alone or with other persons acting in concert by virtue of an agreement, holds more than 20% of those voting rights, the person is presumed to hold a sufficient number of the voting rights to affect materially the control of the issuer; and

in Manitoba:

(a)   a person or company who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

(b)   each person or company, or combination of persons or companies acting in concert by virtue of an agreement, arrangement, commitment or understanding, that holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

(c)   a person or company, or combination of persons or companies, that holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, unless there is evidence that the holding does not affect materially the control of the issuer;

“director” means:

(a)   a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b)   with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“eligibility adviser” means:

(a)   a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b)   in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(i)   have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons (as such term is defined in applicable securities legislation), and

(ii)   have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons (as such term is defined in applicable securities legislation) within the previous 12 months;

“executive officer” means, for an issuer, an individual who is

(a)   a chair, vice-chair or president,

(b)   a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c)   performing a policy-making function in respect of the issuer;

“financial assets” means

(a)   cash,

(b)   securities, or

(c)   a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“founder” means, in respect of an issuer, a person who,

(a)   acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(b)   at the time of the distribution or trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client's express consent to a transaction;

“investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;

“person” includes

(a)   an individual,

(b)   a corporation,

(c)   a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)   an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

“offering memorandum” means a document, together with any amendments to that document, purporting to describe the business and affairs of an issuer that has been prepared primarily for delivery to and review by a prospective purchaser so as to assist the prospective purchaser to make an investment decision in respect of securities being sold in a distribution to which section 53 of the Securities Act (Ontario) would apply but for the availability of one or more exemptions contained in Ontario securities laws, but does not include a document setting out current information about an issuer for the benefit of a prospective purchaser familiar with the issuer through prior investment or business contacts,

“related liabilities” means

(a)   liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

(b)   liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“spouse” means, an individual who,

(a)   is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

(b)   is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

(c)   in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Interpretation

In this Schedule “A”, a person (first person) is considered to control another person (second person) if

(a)   the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b)   the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c)   the second person is a limited partnership and the general partner of the limited partnership is the first person.

Schedule B

TO CANADIAN CERTIFICATION FORM
“PERMITTED CLIENT”

(All defined terms have the meanings set forth at the end of this Schedule “B”.)

Please check the appropriate box:

“permitted client” means:

    (a)   a Canadian financial institution, or a Schedule III bank,

    (b)    the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),

    (c)    a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of the subsidiary,

    (d)    a person or company registered under the securities legislation of a jurisdiction of Canada as an adviser, investment dealer, mutual fund dealer or exempt market dealer;

    (e)    a pension fund that is regulated by either the federal Office of the Superintendent of Financial Institutions or a pension commission or similar regulatory authority of a jurisdiction of Canada or a wholly-owned subsidiary of such a pension fund;

    (f)    an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (e);

    (g)    the Government of Canada or a jurisdiction of Canada, or any Crown corporation, agency or wholly-owned entity of the Government of Canada or a jurisdiction of Canada;

    (h)    any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

    (i)    a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

    (j)    a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a managed account managed by the trust company or trust corporation, as the case may be;

    (k)   a person or company acting on behalf of a managed account managed by the person or company, if the person or company is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction (for the purposes of the international adviser exemption, this category of permitted client may be affected by the exclusion of dealers and advisers);

    (l)    an investment fund if one or both of the following apply:
(i) the fund is managed by a person or company registered as an investment fund manager under the securities legislation of a jurisdiction of Canada;
(ii) the fund is advised by a person or company authorized to act as an adviser under the securities legislation of a jurisdiction of Canada;

    (m)    in respect of a dealer, a registered charity under the Income Tax Act (Canada) that obtains advice on the securities to be traded from an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

    (n)    in respect of an adviser, a registered charity under the Income Tax Act Canada that is advised by an eligibility adviser, as defined in section 1.1 of NI 45-106, or an adviser registered under the securities legislation of the jurisdiction of the registered charity;

    (o)    INTENTIONALLY OMITTED.

    (p)    INTENTIONALLY OMITTED.

    (q)    a person or company, other than an individual or an investment fund, that has net assets of at least C$25 million as shown on its most recently prepared financial statements; or

    (r)    a person or company that distributes securities of its own issue in Canada only to persons or companies referred to in paragraphs (a) to (p).

AS USED IN THIS SCHEDULE “B”, THE FOLLOWING TERMS HAVE THE FOLLOWING MEANINGS:

“Canadian financial institution” means:

(a)   an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or

(b)   a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“eligibility adviser” means:

(a)   a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and

(b)   in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not

(i)   have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons (as such term is defined in applicable securities legislation), and

(ii)   have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons (as such term is defined in applicable securities legislation) within the previous 12 months;

For the purposes of the definition of “eligibility adviser” above, the following terms have the following meanings:

“director” means:

(a)   a member of the board of directors of a company or an individual who performs similar functions for a company, and

(b)   with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“executive officer” means, for an issuer, an individual who is

(a)   a chair, vice-chair or president,

(b)   a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

(c)   performing a policy-making function in respect of the issuer;

“founder” means, in respect of an issuer, a person who,

(a)   acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

(b)   at the time of the distribution or trade is actively involved in the business of the issuer;

“person” includes

(a)   an individual,

(b)   a corporation,

(c)   a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and

(d)   an individual or other person in that person's capacity as a trustee, executor, administrator or personal or other legal representative;

“financial assets” means

(a)   cash,

(b)   securities, or

(c)   a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“managed account” means an account of a client for which a person makes the investment decisions if that person or company has discretion to trade in securities for the account without requiring the client's express consent to a transaction;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

For the purposes of the definition of “subsidiary” above, a person (first person) is considered to control another person (second person) if

(a)   the first person, directly or indirectly, beneficially owns or exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation,

(b)   the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or

(c)   the second person is a limited partnership and the general partner of the limited partnership is the first person.