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2016-05-17

Oriflame: Bulletin from the Annual General Meeting of Oriflame Holding AG

Oriflame Holding AG today held its Annual General Meeting (AGM) at
Zurich Airport, Switzerland. All proposals to the AGM were approved
apart from the proposal to amend Article 3bis of the articles of
association (AGM agenda voting item 8) which did not reach the
qualified majority required. The Board of Directors notes that the
proposed amendments were predominantly of a technical nature and that
the failure to reach the qualified majority has no practical
implications for the Company for the period until the next AGM. A
summary of a selection of the AGM resolutions are presented below.

Determination of dividend from capital reserve
The AGM resolved to approve the proposal that a dividend of €0.40 per
share is to be distributed and paid in two instalments as follows:
€0.20 to the shareholders of record on 15 November 2016 and €0.20 to
the shareholders of record on 15 February 2017. Last day of trading
including right to dividend is 11 November 2016 and 13 February 2017
respectively. The dividend will be taken from a dividend reserve
amounting to CHF 33,000,000 to be created with funds from the
Company's capital contribution reserve. This dividend reserve amount
includes a significant buffer for inter alia exchange rate
fluctuations. Any excess amount of the dividend reserve remaining
after payment of the final installment be automatically reallocated
to the capital contribution reserve. In the unlikely event that the
dividend reserve will not be sufficient for the payment of any of the
dividend instalments, such dividend payments will be adjusted
downwards on a pro rata basis.

Election of Directors and Chairman of the Board
The AGM resolved to re-elect the current Directors Alexander af
Jochnick, Jonas af Jochnick, Robert af Jochnick, Magnus Brännström,
Anders Dahlvig, Anna Malmhake and Christian Salamon as Members of the
Board and Alexander af Jochnick as Chairman of the Board. Karen
Tobiasen and Mona Abbasi were elected as new Members of the Board.

Lilian Fossum Biner and Helle Kruse Nielsen had declined re-election
after serving nine and eleven years respectively as a Director.

The Oriflame Group's CFO, Gabriel Bennet was previously a Director to
the Board of Oriflame Holding AG for a transitional period in order
to facilitate the administration of the recent domicile change of the
Oriflame Group, from Luxembourg to Switzerland. As the domicile
change was successfully completed in quarter 3 2015 Gabriel Bennet
has, as originally intended, discontinued his role as Director to the
Board. Gabriel Bennet continues in his role as CFO for the Group.

Election of auditors
KPMG AG (CHE 106 084 881), Zurich, Switzerland, was re-elected auditor
of the company for the financial year 2016.

Approval of remuneration to the Board of Directors
The AGM resolved that the remuneration to the Board of Directors shall
amount to a maximum of €410,000 for the period until the end of the
2017 Annual General Meeting.

Approval of remuneration to the Executive management
The AGM resolved to approve that a maximum total amount of €4.8
million is paid as fixed remuneration to the Executive management for
the period July 1, 2016 to June 30, 2017. The amount includes a
significant buffer to inter alia cover potential foreign exchange
movements.

The Meeting also approved a maximum total amount of €2.4 million as
variable compensation to Executive management for the fiscal year
2015. The amount includes the fair value calculation of the maximum
amount of achievement shares that can be awarded under the Company's
2015 share incentive plan offers.

Authorised share capital
The AGM did not reach the qualified majority required to approve of
the proposed amendments of Article 3bis of the Company's articles of
association aimed at eliminating the now obsolete references to the
2015 share for share exchange offer, as well as to extend the
existing authorised capital. The consequence is that the current
wording of Article 3bis will remain as is until at least the 2017
AGM, including the current authorisation to issue new shares under
the authorised capital. As stated in the AGM Invitation, the Board of
Directors currently has no plans to issue any additional shares
(other than shares to be issued as part of existing and future
allocations to Company management under the Share Incentive and
Retention Plan, such share issuances in principal covered already by
the existing conditional share capital mandate in article 3ter of the
articles of association).

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, Investor Relations Manager +41 799 220 173

The company website: www.oriflame.com

(http://www.oriflame.com/)

This information is such that Oriflame Holding AG is required to
disclose in accordance with the Swedish Financial Instruments Trading
Act and/or the Swedish Securities Market Act. The information was
submitted for publication at 17.30 CET on 17 May 2016.

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.

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http://news.cision.com/oriflame/r/bulletin-from-the-annual-general-meeti...
http://mb.cision.com/Main/1493/2011251/516969.pdf

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