Bulletin from the Annual General Meeting of Oriflame Holding AG
Oriflame Holding AG today held its Annual General Meeting (AGM) in Zurich (Kloten), Switzerland. The shareholders resolved to approve all of the proposals to the AGM. A summary of a selection of the AGM resolutions are presented below.
Determination of dividend from capital reserve
The AGM resolved that a dividend of €1.50 per share, of which €1.00 (€0.40) per share is to be considered as ordinary and €0.50 to be considered as extra dividend, be distributed out of the capital contribution reserve and paid in four instalments as follows: €0.75 to the shareholders of record on 15 May 2017, €0.25 to the shareholders of record on 15 August 2017, €0.25 to the shareholders of record on 15 November 2017 and €0.25 to the shareholders of record on 15 February 2018. The dividend will be taken from a reserve from capital contribution amounting to CHF 112,250,000 to be created with funds from the Company’s capital contribution reserve. This reserve amount includes a buffer of 25% for exchange rate fluctuations. Any excess amount of the reserve remaining after payment of the final installment will be automatically reallocated to the capital contribution reserve. In the unlikely event that the reserve will not be sufficient for the payment of any of the instalments, such payments will be adjusted downwards on a pro rata basis.
The first instalment of €0.75 per share (record date 15 May 2017) will have expected payment date 23 May 2017. The last day of trading the share including dividend right is on 11 May 2017 (Ex-Date 12 May).
Election of Directors and Chairman of the Board
All current Directors, Mona Abbasi, Magnus Brännström, Anders Dahlvig, Alexander af Jochnick, Jonas af Jochnick, Robert af Jochnick, Anna Malmhake, Christian Salamon and Karen Tobiasen were re-elected as Members of the Board and Alexander af Jochnick was re-elected as Chairman of the Board.
Election of auditors
KPMG AG (CHE 106 084 881), Zurich, Switzerland, was re-elected auditor of the company for the financial year in 2017.
Approval of remuneration to the Board of Directors
The AGM resolved, in accordance with the motion of the Nomination Committee, that the remuneration to the Board of Directors amount to a maximum of €410,000 for the period until the end of the 2018 Annual General Meeting.
Approval of remuneration to the CEO and senior executives
The AGM resolved, in accordance with the Remuneration Committee's proposal, on a maximum total amount of €4.3 million as fixed remuneration to senior executives for the period July 1, 2017 to June 30, 2018. The Meeting also approved a maximum total amount of €4.35 million as variable compensation for senior executives for the fiscal year 2016. The amount includes the accounting value of the maximum amount of achievement shares that can be awarded under the Company’s 2016 share incentive program offer.
Authorised share capital – extension of availability
The AGM approved the amendment of Article 3bis of the Company's articles of association. The amendment to Article 3bis of the Company’s articles of association (Authorised Share Capital) serves a dual purpose. After the successful exchange offer conducted in 2015 to move the effective seat of the Oriflame group to Switzerland, the amendment eliminates any obsolete references to such exchange offer from the article relating to the Company’s authorized share capital. On the other hand, an ability to issue up to 10 per cent additional shares under the authorised capital is kept for an additional two year period in order to maintain an adequate flexibility for the Board of Directors to resolve on capital increases if deemed to be in the best interest of the Company, including a mandate to issue up to 400,000 shares for the purposes of future issuances under the Company’s Share Incentive and Retention Plan.
The minutes from the AGM, including a complete account of all resolutions taken, will be posted on the Company’s website within two days from today.
|For additional information, please contact:|
|Pontus Andreasson, Senior Director Advisory Counsel
||+41 798 745 121|
|Nathalie Redmo, Sr. Manager Investor Relations||+ 41 799 220 173|
Founded in 1967, Oriflame is a beauty company selling direct in more than 60 countries. Its wide portfolio of Swedish, nature-inspired, innovative beauty products is marketed through approximately 3 million independent Oriflame Consultants, generating annual sales of around €1.2 billion. Respect for people and nature underlies Oriflame’s operating principles and is reflected in its social and environmental policies. Oriflame supports numerous charities worldwide and is a Co-founder of the World Childhood Foundation. Oriflame is a Swiss company group listed on the Nasdaq Stockholm Exchange. For more information about Oriflame, please visit www.oriflame.com .