Bulletin from the Annual General Meeting of Oriflame Holding AG

Oriflame Holding AG today held its Annual General Meeting (AGM) in Schaffhausen, Switzerland. The shareholders resolved to approve all of the proposals to the AGM. A summary of a selection of the AGM resolutions is presented below.

Determination of dividend from capital reserve
The AGM resolved that a dividend of €1.60 per share be distributed out of the capital contribution reserve and will be paid in four instalments as follows: €0.40 to the shareholders of record on 13 May 2019, €0.40 to the shareholders of record on 15 August 2019, €0.40 to the shareholders of record on 15 November 2019 and €0.40 to the shareholders of record on 15 February 2020. The dividend will be taken from a reserve from capital contribution amounting to CHF 127,000,000 to be created with funds from the Company’s capital contribution reserve. This reserve amount includes a buffer for exchange rate fluctuations. Any excess amount of the reserve remaining after payment of the final instalment 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 €0.40 per share (record date 13 May 2019) will have expected payment date 20 May 2019. The last day of trading the share including dividend right is on 9 May 2019 (Ex-Date 10 May 2019).

Election of Directors and Chairman of the Board
All current Directors, Mona Abbasi, Magnus Brännström, Anders Dahlvig, Alexander af Jochnick, Anna af Jochnick, Robert af Jochnick, Anna Malmhake, Gunilla Rudebjer, Christian Salamon and Karen Tobiasen were re-elected as Members of the Board. 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 2019.

Approval of remuneration to the Board of Directors
The AGM resolved, in accordance with the Remuneration Committee’s proposal, that the remuneration to the Board of Directors amount to a maximum of €495,000 for the period until the end of the 2020 Annual General Meeting.

Approval of remuneration to the executive management
The AGM resolved, in accordance with the Remuneration Committee's proposal, on a maximum total amount of €4.85 million as fixed remuneration to the executive management for the period July 1, 2019 to June 30, 2020. The Meeting also approved a maximum total amount of €6.94 million as variable compensation for the executive management for the fiscal year 2018. The amount corresponds to the accounting value of the maximum amount of achievement shares that can be awarded under the Company’s 2018 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, whereby the ability to issue up to close to 10 per cent additional shares under the authorised capital is extended for an additional one 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.
  

   
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 €1.3 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.

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