Minutes - Oriflameinvestors.oriflame.com/sites/default/files/media/8... · Oriflame Holding AG with...

Minutes

of the Annual General Shareholders' Meeting of

Oriflame Holding AG

with its registered seat in Schaffhausen (the Company)

held on 4 May 2018 at the Company's headquarters, Bleicheplatz 3, 8200 Schaffhausen, Switzerland, at 11:00 am CEST

Formal Matters

Chairman: Alexander af Jochnick

Secretary: Dr. Urs Gnos, attorney at law

Voting teller: Boris Räber, attorney at law

Independent proxy: Dr. Florian S. Jörg, attorney at law

Statutory auditors: KPMG AG, Zurich

The Chairman opens the annual general shareholders' meeting at 11:00 am CEST and welcomes the shareholders. He notes that the convening notice of the annual general shareholders' meetingwas published via press release on 10 April 2018, and in the Swiss Official Gazette of Commerce as weil as in the Swedish newspaper Svenska Dagbladet on 11 April 2018 as weil as on the website of the Company.

The Chairman states that no requests have been received from Shareholders for the inclusion of items on the agenda. He notes that those members of the board of directors who are not present have waived their right to attend the annual general shareholders' meeting. Hereafter, he notes that all votes represented at the annual shareholders meeting are represented by the

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independentproxy.Theindependentproxyrepresentsatotalof 28,511,030 votes and a nominal value of CHF 1.50, representing 50.5% of the outstanding registered shares with voting rights.

The absolute majority corresponds to 14,255,516 votes.

Following further administrative remarks, the Chairman declares that the annual general shareholders' meeting has been duly constituted and has a quarum regarding the scheduled agenda items. No objections are raised against these findings.

Agenda ltem 1: Approval of the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements 2017

The Chairman informs the annual general shareholders' meeting that the annual report, the statutory financial Statements and the consolidated financial statements 2017 have all been available for inspection at the headquarters of the Company and were also published on the Company's website.

KPMG AG, Zurich, acted as the Company's statutory auditors for the business year 2017 and has audited the statutory financial statements 2017 as weil as the consolidated financial statements 2017 and has issued its auditor's report as setout in the annual report. Upon request ofthe Chairman, Ms Denise Deutschendorf as representative of KPMG AG, Zurich, confirms that she has no additions to the auditors' report.

The Chairman explains that the board of directors proposes to approve the annual report, the statutory financial statements and the consolidated financial statements 2017.

No discussion is requested.

As proposed by the board of directors, the annual general shareholders' meeting approves the annual report, the statutory financial statements and the consolidated financial statements 2017 with 28,457,746 For-votes, 0 Againstvotes and 53,284 abstentions.

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Agenda ltem 2: Consultative Vote on the Compensation Report 2017

The Chairman explains that following the implementation of the Swiss Ordinance against Excessive Compensation in listed Stock Companies andin line with the Company's corporate governance approach, the annual general shareholders' meetingwill have the opportunity to approve the compensation report for the business year 2017 on a consultative basis.


As proposed by the board of directors, the annual general shareholders' meeting approves the compensation report for the business year 2017 on a consultative basis with 27,872,672 For-votes, 621,815 Against-votes and

16,543 abstentions.

Agenda ltem 3: Appropriation of Available Earnings (Net Loss Carry Forward)

The Chairman states that the statutory financial Statements for the business year 2017 show an accumulated lass brought forward in the amount of EUR 30,200,918 (CHF 31,927,248), a lass for the period in the amount of EUR 52,242,862 (CHF 58,070,988} and currency conversion reserves in the amount of CHF 13,257,628, resulting in a net lass in the amount of EUR 82,443,780 (CHF 76,740,608}. The Board of Directors proposes to carry forward this net lass.


The annual general shareholders' meeting approves the proposal of the board of directors regarding the appropriation of available earnings (net lass carry forward) with 28,457,746 For-votes, 16,514 Against-votes and 36,770 abstentions.

Agenda ltem 4: Dividend Distribution out of Capital Contribution Reserve

The Chairman explains that the board of directors first of all proposes to release and allocate CHF 215,000,000 of the capital contribution reserve to the dividend reserve of the Company. Subsequently, a dividend in the amount of EUR 2.60 per outstanding share of the Company shall be distributed out of, and limited to a maximum of the amount of, such dividend reserve and shall be paid

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in four installments as follows: EUR 1.40 to the shareholders of record on 9 May 2018, EUR 0.40 to the Shareholders of record on 15 August 2018, EUR 0.40 to the shareholders of record on 15 November 2018 and EUR 0.40 to the shareholders of record on 15 February 2019.


The annual general shareholders' meeting approves the proposal ofthe board of directors regarding the dividend distribution out of the capital contribution reserve with 28,457,746 For-votes, 0 Against-votes and 53,284 abstentions.

Agenda ltem 5: Discharge of the Board of Directors and Members of the Executive Management

The board of directors proposes that discharge be granted to the members of the board of directors and of the executive management for their activities in the 2017 business year.


The Chairman pointsout that those persans who have participated in the management of the Company are not authorized to participate in this ballot regarding the discharge, neither with their own shares nor with shares that they represent.

As proposed by the board of directors the annual general shareholders' meeting grants discharge to the members of the board of directors and of the executive management for their activities in the 2017 business year with 27,920,578 For-votes, 17,168 Against-votes and 53,284 abstentions.

Agenda ltem 6: Elections

The Chairman explains that under agenda item 6, there are a number of elections that the annual general shareholders' meetingwill resolve on.

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Agenda ltem 6.1: Re-Eiections of Existing Board Members

The annual general shareholders' meeting takes note that, at his own request, Jonas af Jochnick does not stand for re-election at the annual general shareholders' meeting and will therefore ret ire from the board of directors at the end of t he annual genera l shareholders' meeting. The Chairman t hanks Jonas af Jochn ick for co-founding the Company and his long and highly va lued services.

The Chairman exp lains that the annua l genera l shareholders' meetingwill carry out the re-elections individually for each existing board member. For his own re-election as member of the board of directors, the Chairman temporari ly hands over to Urs Gnos.


As proposed by the board of directors, the annua l general shareholder's meeting individually re-elects all members of the board of directors standing for re-election for a term of one year ending after completion ofthe next annual general shareholders' meeting with the following results:

Name For Against Abstentions

Mona Abbasi 28,431,599 26,147 53,284

Magnus Brännström 28,390,845 66,901 53,284

Anders Dah lvig 28,162,764 344,886 3,380

Alexander af Jochnick 24,261,215 3,528,851 720,964

Robert af Jochnick 28,140,780 370,250 0

Anna Malmhake 28,422,232 35,514 53,284

Christian Sa lamon 25,287,794 3,186,466 36,770

Karen Tobiasen 28,422,232 88,798 0

The Chairman condudes that the annual general shareholders' meeting has approved the proposal of the board of directors and has individually re-elected all the existing members ofthe board of directors standing for re-election. All those re-elected have confirmed acceptance of the re-election . The Chairman thanks the annua l general shareholders' meeting for the trust placed in the board of directors.

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Agenda ltem 6.2: Elections of New Board Members

The Chairman explains that the board of directors proposes to elect Anna af Jochnick and Guni lla Rudebjer as new members of t he board of directors for a term of one year ending after completion ofthe next annua l genera l shareholders' meeting.

Fo llowing the presentation of the CVs of Anna af Jochn ick and Gun illa Rudebjer, the Chairman notes that no discussion is requested.

As proposed by the board of directors, the annual genera l shareholder's meeting individually elects Anna af Jochnick and Guni lla Rudebjer as new members of the board of directors for a term of one year end ing after comp letion ofthe next annual general shareholders' meeting with the fol lowing resu lts:


Anna af Jochn ick 26,695,422 186,825 1,628,783

Gunilla Rudebjer 26,719,615 23,808 1,767,607

After the election of Anna af Jochnick and Guni lla Rudebjer, respect ive ly, the Chairman thanks the annual general shareholders' meeting and notes that Anna af Jochnick and Gun illa Rudebjer have confirmed acceptance ofthe election.

Agenda ltem 6.3: Re-Eiection of the Chairman

For the re-e lection of the Chairman aschairman of the board of directors and as member of the remuneration committee under the subsequent agenda item, the Chairman hands over to Urs Gnos.

Urs Gnos explains that the board of directors proposes to re-elect Alexander af Jochnick aschairman of the board of directors of the Company for a term of one year ending after completion of the next annua l genera l shareholders'

meeting.


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As proposed by the board of directors, the annual general shareholder's meeting re-elects Alexander af Jochnick as chairman of the board of directors of the Company for a term of one year ending after completion ofthe next annual general shareholders' meeting with 24,204,674 For-votes, 4,306,356 Against-votes and 0 abstentions. Alexander af Jochnick has confirmed acceptance ofthe re-election.

Agenda ltem 6.4: Re-Eiection of Members of the Remuneration Committee

Urs Gnos states that the board of directors proposes to re-elect Alexander af Jochnick and Karen Tobiasen as members ofthe remuneration committee for a term of one year until the next annual general shareholders' meeting.


As proposed by the board of directors, the annual general shareholders' meeting individually re-elects Alexander af Jochnick and Karen Tobiasen as members ofthe remuneration committee for a term of one year until the next annual general shareholders' meeting.


Alexander af Jochnick 22,614,067 5,873,255 23J08

Karen Tobiasen 26,733,555 28,220 1J49,255

The elections were held individually and both Alexander af Jochnick and Karen Tobiasen have confirmed acceptance oftheir re-election.

Agenda ltem 6.5: Re-Eiection of the Independent Proxy

The board of directors proposes to re-elect Dr. Florian S. Jörg as independent proxy for a term of one year ending after completion of the next annual general shareholders' meeting.


As proposed by the board of directors, the annual general shareholders' meeting re-elects Dr. Florian S. Jörg as independent proxy for a term of one year ending after completion of the next annual general shareholders' meeting

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with 28,457,746 For-votes, 0 Against-votes and 53,284 abstentions. The Chairman notes that Dr. Florian S. Jörg has confirmed acceptance of the election.

Agenda ltem 6.6: Election of the Statutory Auditors

The Chairman states that the board of directors proposes to re-elect KPMG AG, Zurich, as the statutory auditors for the business year 2018. He confirms that KPMG AG fulfills all independence requirements, is registered as a federallysupervised auditfirm and thus qualifies as statutory auditors.


As proposed by the board of directors, the annual general shareholders' meeting re-elects KPMG AG, Zurich, as the statutory auditors for the business year 2018 with 27,859,592 For-votes, 594,774 Against-votes and 56,664 abstentions. The Chairman notes that, as re-confirmed by Ms Deutschendorf, KPMG AG, Zurich, has confirmed acceptance of the election.

Agenda ltem 7: Vote on the Compensation of the Members of the Board of Directors

and the Executive Management

The Chairman explains that agenda item 7 is split into two different parts. First, the annual general shareholders' meeting votes on the compensation for the non-executive members of the board of directors. Thereafter, a vote on the compensation of the members of the executive management is taken.

Agenda ltem 7.1: Compensation for the Members of the Board of Directors (NonExecutive Members

The Chairman states that the proposed fees are considered to be motivated in order to attract and retain the competence relevant for Oriflame Holding AG, and are considered tobe in line with Swedish, and below Swiss, benchmarks relevant for the Company's industry, size and complexity. The board of directors suggests slightly increasing the maximum remuneration for the nonexecutive members of the board of directors to EUR 495,000. The Chairman then further setsout the details of the changes in the remuneration of board and committee members ofthe Company.

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As proposed by the board of directors the annual general shareholders' meeting approves the maximum aggregate amount of EUR 495,000 as compensation for the (non-executive) members of the board of directors for the period until the end of the 2019 annual general shareholders' meeting with 28,451,840 For-votes, 444 Against-votes and 58,746 abstentions.

Agenda ltem 7.2: Compensation of the Members ofthe Executive Management

Agenda ltem 7.2.1: Approval ofthe Maximum Aggregate Amount of Fixed Compensation

The Chairman states that the board of directors proposes to approve the maximum aggregate amount of EUR 4,100,000 as fixed compensation for the members of the executive management (incl. any executive member of the board of directors) for the period from 1 July 2018 until 30 June 2019.


As proposed by the board of directors the annual general shareholders' meeting approves the maximum aggregate amount of EUR 4,100,000 as fixed compensation for the members of the executive management (incl. any executive member of the board of directors) for the period from 1 July 2018 until 30 June 2019 with 28,440,578 For-votes, 11,706 Against-votes and 58,7 46 abstentions.

Agenda ltem 7 .2.2: Approval of the Maximum Aggregate Amount of Variable Compensation

The Chairman explains that the board of directors proposes to approve the maximum aggregate amount of EUR 8,600,000 (such amount includes up to 202,400 registered shares in the Company with a nominal value of CHF 1.50 each, comprising the maximum amount of achievement shares that can be awarded under the Company's 2017 share incentive program offer, with an aggregate value of EUR 6,748,016) as variable compensation for the executive management (incl. any executive member of the board of directors) regarding their performance during the business year 2017.

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As proposed by the board of directors the annual general shareholders' meeting approves the maximum aggregate amount of EUR 8,600,000 (such amount includes up to 202,400 registered shares in the Company with a nominal value of CHF 1.50 each, comprising the maximum amount of achievement shares that can be awarded under the Company's 2017 share incentive program offer, with an aggregate value of EUR 6,748,016) as variable compensation for the executive management (incl. any executive member of the board of directors) regarding their performance du ring the business year 2017 with 27,998,376 For-votes, 453,908 Against-votes and 58,746 abstentions.

There being no other issues tobe discussed, the Chairman closes the annual general shareholders' meeting at 11:55 am CEST.

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Signatures

Chairman Ufs Gnos

Secretary

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