Offer document and prospectus relating toOriflame HOlding ag’s Offer tO tHe sHareHOlders Of

Oriflame Cosmetics S.A.

Important InformatIonGeneralOriflame (defined below) proposes to further align its legal structure with its operations through changing domicile of the group from Luxembourg to Switzerland. The proposed change of domicile is done through a share-for-share exchange offer which means that shareholders are invited to exchange their current holdings of shares and Swedish deposi-tory receipts (“SDRs”) in Oriflame Cosmetics S.A., Luxembourg (“OCSA”) for shares in a new company named Oriflame Holding AG, Schaffhausen, Switzerland (“OHAG”) (the “Offer”). The Offer is structured in such a way that shareholders will have the same ownership share and voting power in the new company as they are currently holding, at full acceptance of the Offer. The shares in the new Swiss parent company issued as consideration for the SDR’s of OCSA will be listed on Nasdaq Stockholm following the Offer and Oriflame intends to continue to apply the Swedish Corporate Governance Code (the “Swedish Code”) (Sw. Svensk kod för bolagsstyrning).

OHAG has made an offer to acquire all shares of OCSA (either directly or in the form of SDRs), in accordance with the terms and conditions set forth in this offer document (the “Offer Document”). The SDRs, which are registered with Euroclear Sweden AB (“Euroclear Sweden”), have been issued by Skandinaviska Enskilda Banken AB (publ) (“SEB”) and are being traded on Nasdaq Stockholm. This Offer Document also constitutes a prospectus under Swedish applicable rules prepared for the purpose of the potential subse-quent statutory cross-border merger between OHAG and OCSA as further set out in the sections “The Offer – Statutory cross-border merger, compulsory acquisition and de-listing” and “Statutory cross-border merger” in this Offer Document. It also constitutes a prospectus under article 652a para. 1 of the Swiss Code of Obligations (the “SCO”) in connection with the required capital increase of OHAG in order to consume the Offer. See section “Definitions” for the definitions of other terms used in this Offer Document.

The Offer Document has been prepared pursuant to the Swedish Financial Instruments Trading Act (1991:980) (Sw. lagen (1991:980) om handel med finansiella instrument), the Swedish Stock Market (Takeover Bids) Act (2006:451) (the “Swedish Takeover Act”) (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden) and Nasdaq Stockholm’s Rules concerning Takeover Bids on the Stock Market (the “Swedish Takeover Rules”). The Offer Document has been approved by and registered with the Swedish Financial Supervisory Authority (the “SFSA”) (Sw. Finansinspektionen) pursuant to the provisions of Chapter 2 of the Swedish Takeover Act and Chapters 2 and 2a of the Swedish Financial Instruments Trading Act (1991:980). The approval by and registration with the SFSA does not imply that the SFSA guarantees that the factual information provided herein is correct or complete. Pursuant to an exemption from the SFSA in relation to language requirements, the Offer Document has only been prepared in English. However, a Swedish summary is available, please refer to section “Summary in Swedish/Sammanfattning”. In addition, an information brochure dated 22 May 2015 is available in both English and Swedish.

As OCSA is a company based in Luxembourg and existing under Luxembourg law but with its shares (in the form of SDRs) listed on Nasdaq Stockholm, the Offer as such and its procedure shall in all aspects be governed by and interpreted in accordance with Swedish law, whereas all matters relating to company law, when relating to OCSA, shall be dealt with in accordance with Luxembourg law, if any, and all matters relating to company law for OHAG shall be dealt with in accordance with Swiss law, in particular the SCO. The Swedish Takeover Rules and the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden) rulings regarding interpretation and application of the Swedish Takeover Rules are applicable to the Offer. OHAG has, in accordance with the Swedish Takeover Act, on 4 May 2015 contractually undertaken towards Nasdaq Stockholm to fully comply with said rules and statements and to submit to any sanctions that can be imposed by Nasdaq Stockholm in the event of a breach of the Swedish Takeover Rules. OHAG has on 8 May 2015 informed the SFSA and the Commission de Surveillance du Secteur Financier, i.e. the Luxembourg supervisory authority for the financial sector (the “CSSF”) pursuant to the Luxembourg law of 11 January 2008 on transparency requirements for issues of securities, as amended, about the Offer and the above mentioned undertaking towards Nasdaq Stockholm. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the City Court of Stockholm (Sw. Stockholms tingsrätt) shall be the court of first instance.

The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This Offer Document and any documentation relating to the Offer is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or the Offer would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by OHAG. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. This Offer Document is not an offer for sale of securities in the United States of America; securities may not be offered or sold in the United States of America absent registration or an exemption from registration; the Offer will not be registered in the United States of America. Accord-ingly, neither this Offer Document nor any other documentation relating to the Offer is being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America.

OHAG will not deliver any consideration under the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. This Offer Document is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America must not forward this Offer Document or any other document received in connection with the Offer to such persons.

SEB Corporate Finance, SEB is financial adviser to OHAG and OCSA, and not to anyone else, in connection with the Offer. SEB is not responsible to anyone other than OHAG and OCSA for providing the protections afforded to its clients or for providing advice in relation to the Offer and/or any matter referred to in this Offer Document.

forward-looking statements and market informationThe Offer Document contains certain forward-looking statements that reflect OHAG’s and OCSA’s current views and expectations of future events as well as their financial and operational development. Words such as “intended”, “assessed”, “expected”, “can”, “plan”, “estimate” and other expressions that relate to indications or predictions concerning future developments or trends and that are not based on historical facts constitute forward-looking information. Although OHAG and OCSA consider that these statements are based on reasonable assumptions and expectations, OHAG and OCSA cannot guarantee that such forward-looking statements will be realized. Since these forward-looking state-ments encompass both known and unknown risks and uncertainties, the actual outcome may differ considerably from what is stated in the forward-looking information.

Other factors that could result in the New Group’s (as defined below) actual profit from operations or its actual performance to deviate from the content of the forward-look-ing statements include, but are not limited to, such matters that are described in the section “Risk factors”. Forward-looking statements in the Offer Document apply solely as of the date of the Offer Document. OHAG and OCSA make no undertaking that they will disclose updates or revisions of forward-looking statements due to new information, future events or other such matters above and beyond what is required according to applicable laws.

The Offer Document also contains information on the markets in which the Oriflame Group (as defined below) is active and on its competitive status in these markets, includ-ing information about the size of the markets and market shares. OHAG and OCSA are of the opinion that the information in the Offer Document on market sizes and market shares constitutes fair and appropriate estimates of the size of the markets in which the Oriflame Group is active and fairly reflects its competitive status in these markets. How-ever, the information has not been confirmed by any independent party and OHAG and OCSA cannot guarantee that a third party using other methods for collecting, analyzing or compiling market information would arrive at the same conclusions. In addition, certain information is based on estimates made by OHAG and OCSA. In the case of informa-tion in the Offer Document obtained from third parties, such information has been accurately reproduced and, as far as OHAG and OCSA are aware and have been able to ascertain by means of comparison with other information published by such a third party, no information has been omitted that could render the reproduced information inaccurate or misleading.

Certain financial and other information in the offer DocumentThe information in this Offer Document is intended to be accurate only as of the date of the Offer Document. It is not implied that the information has been or will be accurate at any other time. The information in this Offer Document is provided solely with respect to the Offer and is not permitted to be used for any other purpose.

OCSA’s financial statements and the auditor’s reports for the 2014, 2013 and 2012 fiscal years, OCSA’s interim report for the first quarter of 2015 as well as OHAG’s financial statements and auditor’s report as of and for the period 6 October 2014 – 31 December 2014 are included elsewhere in this Offer Document, or incorporated in the Offer Document by reference, and constitute part of the Offer Document and should be read as a part hereof. The consolidated financial statements of OCSA have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). Unless otherwise expressly stated herein, no information in the Offer Document has been audited by the auditors of OCSA or OHAG.

Certain financial and other figure-based information that is presented in the Offer Document has been rounded off to make the information easily comprehensible to the reader. Accordingly, it could be the case that the figures in certain tables do not tally with the total amount specified. All financial figures are expressed in euro (EUR) unless other-wise stated.

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DefinitionsoCsa, the Company or the orIflame GroupOriflame Cosmetics S.A. and, where applicable, its subsidiaries.

ohaG or the new GroupOriflame Holding AG and, where applicable, its subsidiaries.

orIflameThe Oriflame Group or the New Group, as applicable.

the offerThe offer by OHAG to the shareholders of OCSA to acquire all shares (either directly or in the form of SDRs) of OCSA, in accordance with the terms and conditions set forth in this Offer Document.

oCsa sharesShares in OCSA (either directly or in the form of SDRs, registered shares or bearer shares).

the offer DoCumentThis offer document and prospectus.

sDrsSwedish depository receipts of OCSA, traded on Nasdaq Stockholm.

The Offer in briefthe offerFor each share of OCSA (either directly or in the form of SDRs), OHAG offers one new OHAG share.

aCCeptanCe perIoD26 May – 15 June 2015.

expeCteD settlement Date23 June 2015.

expeCteD fIrst Day for traDInG In the ohaG share on nasDaq stoCkholm23 June 2015.

Announcement of financial information of OHAG13 auGust 2015Quarter 2 report 2015

12 november 2015Quarter 3 report 2015

17 february 2016Year-end report 2015

The OHAG SharetraDInG symbolORIF for the time until OCSA has been delisted from Nasdaq Stockholm and ORI for the time after OCSA has been delisted from Nasdaq Stockholm

IsIn CoDeCH0256424794

Contents

Important information II

Contents 1

Summary 2

Summary in Swedish/Sammanfattning 9

Risk factors 16

The Offer 24

Background and reasons 26

Recommendation from the board of directors of OCSA 27

Terms and conditions 31

Statutory cross-border merger 36

Description of the New Group and OHAG 39

Description of OCSA 51

Statement by the board of directors of OCSA 74

Corporate governance of the New Group 75

Tax matters in Sweden, Switzerland and Luxembourg 81

Documents incorporated by reference and available for review 89

Audit report and financial statements for OHAG as of and for the period 6 October – 31 December 2014 90

First quarter interim report for OCSA as of and for the period 1 January 2015 – 31 March 2015 98

Articles of association of OHAG 117

Articles of association of OCSA 149

Addresses 180

2

Summary

This summary contains specific disclosure requirements arranged in key elements. The elements are numbered under the Sections A–E (A.1 – E.7). The summary contains the elements required for a prospectus summary for this type of issuer and securities. Since some elements are not applicable for all types of prospectuses, there may be gaps between the numbering of the elements. Although the inclusion of an element may be required in this type of prospectus summary, the equivalent information may not always be available. In this case, the element is marked “Not applicable” followed by a brief description of the disclosure requirement.

Issuer: Oriflame Holding AG, a Swiss limited liability company registered with the register of commerce of the canton of Schaffhausen, corporate registration number CHE-134.446.883.

SECTION A – INTRODUCTION AND WARNINGA.1 Warning This summary should be read as an introduction to the Offer Document. Any decision to invest in the

securities offered in the Offer should be based on consideration of the Offer Document as a whole by the investor.

Where a claim relating to the information contained in the Offer Document is brought before a court, a plaintiff investor might, under the national legislation of the member states, have to bear the costs of translation the Offer Document before the legal proceedings are initiated.

Civil liability attaches only to those persons who have tabled the summary including any transla-tion thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Offer Document or it does not provide, when read together with the other parts of the Offer Document, key information in order to aid investors when considering to invest in the securities offered in the Offer.

A.2 Financial inter mediaries

Not applicable. The Offer does not include financial intermediaries.

SECTION B – ISSUERB.1 Registered name Oriflame Holding AG, corporate registration number CHE-134.446.883.B.2 Domicile and

legal formOHAG is a Swiss stock corporation. OHAG is domiciled in Schaffhausen, Switzerland, and its regis-tered address is c/o Oriflame Global Management AG, Bleicheplatz 3 in CH-8200 Schaffhausen, Switzerland.

B.3 Description of the operations and principal activities

Following completion of the Offer, OHAG will continue to carry out the business currently conducted in OCSA.

Oriflame is an international beauty company selling direct in more than 60 countries worldwide. Its wide portfolio of Swedish, nature-inspired, innovative beauty products are marketed through a sales force of approximately 3 million independent Oriflame consultants, who together create annual sales of around EUR 1.3 billion. Oriflame offers the leading business opportunity for people who want to start making money on day one and work towards fulfilling their personal dreams and ambitions through its unique business opportunity concept – Make Money Today and Fulfil Your Dreams Tomorrow™. Respect for people and nature underlies the Company’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.

B.4a Trends The Oriflame Group has a wide geographical footprint with presence in more than 60 countries and is one of the market leaders in around half of these markets. Until the end of 2013 operations were organized in the following regions – CIS and Baltics, including Russia and other former Soviet republics; EMEA, including Europe, Middle East and Africa; Asia and Latin America. As of 2014, the Company operates in the following structure of global business areas: CIS excluding Baltic countries, Europe including Baltic countries, Turkey, Africa & Asia and Latin America. This revised geographical split is more relevant for Oriflame in terms of better reflecting common challenges, opportunities and devel-opment. In general terms, Latin America and Turkey, Africa & Asia can be said to represent the main current and future growth markets whereas Europe and CIS include more mature markets. The beauty and direct selling industry is wellpositioned for future growth and Oriflame is one of the leaders in the industry. Globalization has opened up extensive potential markets around the world where Oriflame’s business model has a very good fit. The Company’s wide geographic footprint combined with the direct selling business model forms the foundation for a long-term growth strategy.

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B.5 Description of the group

OCSA is currently the parent company of the Oriflame Group, which has subsidiaries, including OHAG, in several jurisdictions. Following completion of the Offer, OHAG will become the parent company of the New Group.

B.6 Ownership structure etc.

As of the date of this Offer Document OHAG is a wholly owned newly established subsidiary of OCSA and has not previously conducted, and does not currently conduct any business.

Following completion of the Offer, and provided full acceptance thereof, each shareholder will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA. The largest shareholders of OHAG will thereby be (based on the shareholdings as of 31 December 2014):

top five shareholders % of share capital % of voting rights*Lazard Asset Management LLC** 13.1 13.5Af Jochnick BV 11.1 11.4Robert and Alexander af Jochnick and Family 9.1 9.4Fourth Swedish National Pension Fund (AP4) 8.6 8.9Jonas af Jochnick and Family 7.4 7.6* Excluding suspended voting rights related to treasury shares owned by the Company.** On 13 May 2015, Oriflame was informed that Lazard Asset Management LLC has decreased its ownership in OCSA to in

total 1,526 shares, all held in the form of American Depositary Receipts, in their capacity as Investment Adviser.

B.7 Selected key financial information

OHAG was incorporated on 6 October 2014 and is registered with the Schaffhausen register of commerce. Accordingly, OHAG has only established financial statements as of and for the period 6 October 2014 – 31 December 2014.

No events of material significance to OHAG’s financial position or position on the market have occurred since 31 December 2014, the date of its audited financial statement as of and for the period 6 October 2014 – 31 December 2014.

OHAG is a wholly owned newly established subsidiary of OCSA and has not previously conduct-ed, and does not currently conduct any business.

The selected financial information below refers to OCSA and to the 2014, 2013, and 2012 fiscal years and the first quarter of 2015 and 2014. The financial information for 2014, 2013, and 2012 has been audited by the Company’s auditors, while the financial information for the first quarter of 2015 and 2014 has not been audited or reviewed by the Company’s auditors. The consolidated financial information has been prepared in accordance with the EU approved International Financial Reporting Standards (IFRSs) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC).

Consolidated income statements

first quarter full year€’000 2015 2014 2014 2013 2012Sales 307,820 327,232 1,265,849 1,406,721 1,489,285Cost of sales (99,102) (103,213) (399,468) (420,291) (436,271)Gross profit 208,718 224,019 866,381 986,430 1,053,014

operating profit 17,225 22,633 94,726 136,608 175,119

net profit 11,232 11,534 37,452 78,643 121,452

earnings per share, €Basic 0.20 0.21 0.67 1.41 2.13Diluted 0.20 0.21 0.67 1.41 2.13

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B.7 Selected key financial information, cont.

Consolidated statements of financial position

31 march 31 December€’000 2015 2014 2014 2013 2012assetstotal non-current assets 225,262 289,091 213,187 304,010 305,608

total current assets 541,268 449,829 485,952 463,088 487,823

total assets 766,530 738,920 699,139 767,098 793,431

equitytotal equity 159,111 164,141 140,917 168,203 252,858

liabilitiestotal non-current liabilities 353,036 367,691 315,273 387,291 324,299

total current liabilities 254,383 207,088 242,949 211,604 216,274total liabilities 607,419 574,779 558,222 598,895 540,573

total equity and liabilities 766,530 738,920 699,139 767,098 793,431

Consolidated statements of cash flows

first quarter full year€’000 2015 2014 2014 2013 2012operating profit before changes in working capital and provisions 28,430 26,023 92,906 172,116 204,079Cash flow from operating activities 24,102 16,907 89,954 112,131 183,660Cash flow used in investing activities (3,937) (8,599) (5,950) (52,984) (70,702)Cash flow used in financing activities (479) (19,536) (91,966) (53,144) (144,345)Cash and cash equivalents at the end of the period net of bank overdrafts 117,543 93,284 95,515 106,788 106,171

key figures

first quarter full year€ million unless stated otherwise 2015 20141) 20142) 20133) 2012Sales 307.8 327.2 1,265.8 1,406.7 1,489.3Gross profit 208.7 224.0 866.4 986.4 1,053.0Gross margin, % 67.8 68.5 68.4 70.1 70.7EBITDA 23.0 29.4 122.9 166.5 204.2Adjusted operating profit 17.2 23.1 97.8 142.4 175.1Adjusted operating margin, % 5.6 7.0 7.7 10.1 11.8Adjusted net profit 11.2 12.0 47.04) 84.4 121.5Return on capital employed, ROCE, % – – 19.9 25.4 30.8Cash flow from operating activities 24.1 16.9 90.0 112.1 183.7Cash flow from operating activities, per share, € 0.43 0.30 1.62 2.02 3.22Equity/assets ratio, % 20.8 22.2 20.2 21.9 31.9Net interest-bearing debt 5) 264.7 270.4 245.4 275.9 214.0Interest cover 3.4 5.6 5.4 7.6 9.7Adjusted earnings per share, diluted, € 0.20 0.22 0.844) 1.52 2.13Active consultants (‘000) 3,429.0 3,481.0 3,473.0 3,460.0 3,422.0Average number of full-time equivalent employees 6,762.9 7,374.9 7,039.0 7,340.0 7,465.0

1) Adjusted for restructuring costs of €0.4m.2) Adjusted for non-recurring items of €3.1m.3) Adjusted for non-recurring items of €5.8m.4) Adjusted for additional non-recurring tax items of €6.4m.5) Net interest-bearing debt includes US Loan fair value. The net interest-bearing debt at hedged values would be €196.8m (2014),

€263.3m (2013) and €179.2m (2012).

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B.7 Selected key financial information, cont.

Between 1 January and 31 December 2012, Oriflame expanded further on the African continent by acquiring the former franchisee businesses in Kenya, Tanzania and Uganda.

Between 1 January and 31 December 2013, Oriflame initiated a share buyback program and a total of 1,613,409 shares were acquired during the period 2 January and 12 April 2013. The Company also started operations in the Group Distribution Centre in Noginsk, Russia, and purchased a Wellness production site in Roorkee, India. Geographical expansion included market entries in Tunisia, Nigeria and Myanmar.

Between 1 January and 31 December 2014, Oriflame divested its manufacturing sites in Krasnogorsk, Russia, and Ekerö, Sweden. A production facility in Noginsk, Russia, was completed and production started. Production also started in the Wellness production site in Roorkee, India.

During the first quarter of 2015, Oriflame’s production site in Noginsk, Russia, was officially inaugurated.

On 27 April 2015, Oriflame signed a EUR 110 million five-year revolving, multi-currency, commit-ted, Credit Facility, replacing the EUR 330 million five-year facility signed on 23 May 2011.

On 20 April 2015 the series A loan in the U.S. Private Placement market matured and Oriflame repaid the aggregated principal amount of USD 25 million together with accrued interest to the international investors.

No other events of material significance to OCSA’s financial position or position in the market have occurred since 31 March 2015, the date of its first quarter interim report.

B.8 Proforma financial information

Not applicable. The Offer Document does not contain proforma accounting.

B.9 Profit forecast Not applicable. The Offer Document does not contain a profit forecast.B.10 Qualifications in the

auditor’s reportsNot applicable. OHAG’s financial statements as of and for the period 6 October 2014 – 31 December 2014 and OCSA’s financial statements for the financial year 2014 do not contain any qualifications in the auditor’s reports thereto.

B.11 Working capital Not applicable. In the opinion of the board of directors of OHAG, the working capital is sufficient to meet OHAG’s payment obligations over the next twelve months, regardless of whether the Offer is completed or not.

SECTION C – SECURITIESC.1 Securities offered OHAG is offering each OCSA shareholder one (1) new OHAG registered share per one (1) OCSA

share. C.2 Currency OHAG’s share capital is denominated in CHF.C.3 Number of securities As a consequence of the Offer, not more than 55,608,563 registered shares will be issued by OHAG,

each share with a quota (par) value of CHF 1.50.On the date of this Offer Document, the share capital of OHAG amounts to CHF 150,000,

divided into 100,000 registered shares, each share with a quota (par) value of CHF 1.50. Following completion of the Offer, and provided full acceptance thereof, the share capital of OHAG will amount to CHF 83,412,844.5, divided into 55,608,563 registered shares (excluding the 100,000 registered shares in OHAG currently held by OCSA).

C.4 Rights attached to the securities

At general meetings in OHAG, all shares entitle to one vote each in accordance with the provisions of the articles of association of OHAG and the SCO. All shares carry equal rights to OHAG’s assets and profits. Treasury shares have no voting power.

OHAG registered shares issued as consideration for SDRs of OCSA will be in the form of book entry securities (Bucheffekten) based on uncertificated securities (Wertrechte) and will be registered with Euroclear Sweden, through SIX SIS AG.

OHAG registered shares issued as consideration for non-SDR represented OCSA shares or bearer shares of OCSA will be in the form of uncertificated securities (Wertrechte) and will not be reg-istered with Euroclear Sweden. These uncertificated securities may only be transferred by assignment and, in order to be binding, such assignment must be notified to OHAG.

Upon request from the holders of shares of OHAG, OHAG shares may be registered and deregistered with Euroclear Sweden, as applicable. No share certificates are, or will be, issued in OHAG.

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C.5 Transferability restrictions

Not applicable. All OHAG shares are freely transferrable in accordance with the provisions of the articles of association of OHAG.

C.6 Admission to trading OHAG has initiated preparations for a listing of its shares on Nasdaq Stockholm, and subject to the conditions to completion of the Offer being satisfied, the shares of OHAG issued as consideration for the SRDs of OCSA are expected to be listed on Nasdaq Stockholm around 23 June 2015. OHAG shares issued as consideration for the SDRs which are registered with Euroclear will be listed and tradable on Nasdaq Stockholm.

Nasdaq Stockholm’s Listing Committee decided on 19 May 2015 to admit OHAG to trading on Nasdaq Stockholm provided that, inter alia, the dispersion requirements in respect of the Company’s shares are fulfilled not later than the first day of trading.

C.7 Dividend policy OHAG has established a dividend policy, which in all material aspects mirrors OCSA’s dividend policy.OCSA has adopted a dividend policy to the effect that, absent changes in the Company’s opera-

tions or capital structure, OCSA intends to distribute, over the long term, at least 50 percent of the Company’s annual profit after tax as dividends. The Company has announced that it will continue to prioritize reducing the net debt during the forthcoming quarters and will therefore not distribute any dividends from the second quarter 2015 up until the annual general meeting 2016.

SECTION D – RISKSD.1 Main risks relating to

the issuer and the industry

Considering the structure of the Offer, and that OHAG is a newly established subsidiary of OCSA that has not conducted and does not currently conduct any business, the risk factors described below primarily relate to OCSA and the business currently conducted within the Oriflame Group. However, it is expected that OHAG will be exposed to the same risk following the completion of the Offer as OCSA has been exposed to.

The Company is subject to risks that are wholly or partly outside the Company’s control and which affect or may affect the Company’s business, results of operations, financial position and future prospects. The following risk factors, as described in no particular order and no claim to be exhaustive, are considered to be material for the Company’s future development.

There are risks associated with the Company’s business model, especially in respect of the use of independent consultants. There are also risks associated with conducting business in the CIS region, which could be due to unexpected changes in legal and political landscapes. Other risks relate to international sales and operations, which include risks regarding market conditions, rapidly evolving legal systems, finance and tax and the Company’s partly held subsidiaries. Further, the Company is exposed to risks related to the expansion of operations, in particular the ability to attract new custom-ers. Furthermore, Oriflame is exposed to risks associated with intellectual property rights and the protection of such rights as well as trade name and brand recognition. There are further risks associat-ed with the continued function of Oriflame’s manufacturing facilities. Oriflame is exposed to risks related to its acquisitions, disposals and geographical expansion, such as successful integration of new businesses and potential contractual liability. Other risks relate to the Company’s information technology systems, as 90 percent of orders are placed online. Further to this, Oriflame is dependent on its suppliers and the delivery of products or raw material. There are also risks associated with product liability and recall claims which could also lead to reputational damage. Another risk is compe-tition, since the cosmetics industry is highly competitive and the market is subject to rapid changes in consumer preferences and industry trends. In addition, the Company is exposed to environmental and regulatory risks, relating to its production facilities. Oriflame is also exposed to decreasing demand for its products which is closely linked to the general economic conditions. Oriflame is dependent on its key personnel and its ability to attract and retain key personnel. Furthermore, Oriflame is dependent on its insurance coverage, even though the current insurance might not cover all potential losses. There are also financing risks, credit risks, liquidity risks and risks relating to interest rates and market risks, on which Oriflame is dependent. In addition, the Company is exposed to foreign currency risk, such as translation exposure, transaction exposure and strategic currency exposure.

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D.3 Main risks relating to the securities

Any investment in securities involves risks. Any such risks could cause the trading price of Oriflame’s shares to decline significantly and investors could lose all or parts of the value of their investment. Risks related to the OHAG’s shares include that the price for the shares is volatile. The market price of the shares may fluctuate due to market factors which may lead to the price of the shares falling below the price in the Offer. Furthermore, limited liquidity of Oriflame’s shares may increase the fluctuations of the share price. Limited liquidity may also make it difficult for individual shareholders to sell their shares. Furthermore, the size of future dividends is dependent on the Oriflame’s financial position and if it affected in a negative way, the Oriflame may deviate from its dividend policy by postponing or cancel-ling future dividends. Further, there is a risk that the listing of the Oriflame shares on Nasdaq Stock-holm will be delayed due to that it may take longer than expected to obtain all necessary approvals for a listing from Nasdaq Stockholm and/or relevant authorities. Moreover, Oriflame’s shares will be registered with Euroclear Sweden through the central securities depositary in Switzerland, SIX SIS AG. There is a risk that the registration with two separate central securities depositaries may result in certain logistical and technical difficulties for shareholders whose shares are registered with Euroclear Sweden. Furthermore, certain shareholders of Oriflame residing in, or with a registered address in, certain jurisdictions other than Switzerland and Sweden, may not be able to exercise their pre- emptive rights in respect of the Oriflame shares in any future offerings. Additionally, certain shareholders may, by acting jointly, be able to significantly influence matters submitted to a vote of all the shareholders and may also have the power to prevent a future change of control of OHAG.

SECTION E – THE OFFERE.1 Net proceeds and

issue expensesNot applicable. Neither OHAG nor OCSA will receive any issue proceeds in connection with the Offer.

The estimated direct costs incurred on the Oriflame Group in connection with the Offer amount to approximately EUR 1.9 million.

E.2 Background and reasons

As previously communicated, the board of directors of Oriflame has initiated a process to align Oriflame’s legal structure with its operational structure. This initiative is a consequence of gradually improved operational efficiencies through the implementation of Global Shared Services in the areas of IT, Finance and HR as well as e-Commerce, cash pooling initiatives and inventory risk management, where Oriflame has moved activities, risk, management and functions to Switzerland.

As part of this process, the shareholders unanimously resolved, at the extraordinary general meeting in OCSA on 19 May 2014, to authorize the board of directors of OCSA to take all relevant actions, if and when the board of directors considers this to be appropriate, for the purpose of chang-ing the domicile of Oriflame from Luxembourg to Switzerland, employing a structure that the board of directors considers appropriate, being informed that such change may involve a Swiss company becoming the new listed parent company of the group in replacement of OCSA.

The board of directors of Oriflame is of the opinion that an alignment of the legal structure with the operational changes is appropriate and beneficial to Oriflame and its shareholders. The board of directors has therefore decided to make the Offer and pursue the listing of OHAG as part of the implementation of the new legal structure. Provided that the Offer is completed, OHAG will be the new parent company of the group. Through the Offer each OCSA shareholder will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer. In connection with the completion of the Offer, the shares in OHAG issued as consideration for the Swedish depository receipts of OCSA are intended to be listed on Nasdaq Stockholm. Oriflame intends to continue to apply the Swedish Corporate Governance Code. Follow-ing the Offer, Oriflame intends to implement a cross-border merger or a compulsory acquisition.

The business operations in OHAG will be conducted in accordance with the same business model, vision, strategy and goals as business operations are currently conducted in OCSA. Oriflame has concentrated its key activities, risks, management and functions to the corporate offices in Schaffhausen and Fribourg, Switzerland, where the company has been present since the 1970’s. The Offer as such is not expected to entail any changes in OCSA’s current business operations or have any effect on the employment or management in OCSA, but should be viewed merely as a transaction with the purpose of aligning the legal structure with Oriflame’s operations. Oriflame’s gradually improved operational efficiencies may over time impact the terms and places of employment for some of the group’s employees. The operational and legal restructuring as such is not expected to have an impact on Oriflame’s effective tax rate. Further, Oriflame estimates that the Offer will not have any material financial effects for Oriflame.

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E.3 Terms and conditions Completion of the Offer is conditional upon:1. the Offer being accepted to such an extent that OHAG becomes the owner of outstanding

OCSA shares carrying voting rights representing more than two-thirds of the outstanding shares of OCSA carrying voting rights;

2. OHAG receiving all necessary clearances, approvals and decisions for admission to trading on Nasdaq Stockholm;

3. neither the Offer nor the acquisition of OCSA being rendered partially or wholly impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which OHAG could not reasonably have foreseen at the time of announcement of the Offer ; and

4. all necessary regulatory, governmental or similar clearances, approvals and decisions for the Offer and the acquisition of OCSA having been obtained, in each case on terms that, in OHAG’s opinion, are acceptable.

OHAG reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions 2–4, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to OHAG’s acquisition of OCSA.

OHAG reserves the right to waive, in whole or in part, one or several of the conditions 2–4 above. OHAG does not reserve such right with respect to condition 1 above and will, accordingly, not complete the Offer at a lower level of acceptance than set out in that condition.

E.4 Material and conflicting interests

Apart from what is set forth below, there are no potential conflicts of interest in relation to any of the board members or the members of the management team of OHAG, meaning that their private interests cannot be considered to conflict with OHAG’s interests. There are no agreements entitling board members or members of the management team to post-employment benefits.

All directors in OCSA have participated in the preparation and decision regarding the Offer and are members of the boards of both OHAG and OCSA. Accordingly, Section III of the Swedish Takeover Rules issued by Nasdaq Stockholm is applicable to the Offer. However, OCSA and OHAG have been granted an exemption from the obligation under Section III of the Swedish Takeover Rules to obtain a fairness opinion from an independent expert regarding the value of the shares in OCSA and the value of the consideration in the Offer, respectively, and have also been granted exemptions from the rules regarding conflicts of interest for the board members and the requirement that the acceptance period must be not less than four weeks. See Council Statement 2015:07 of the Swedish Securities Council (Sw. Aktiemarknadsnämnden).

E.5 Seller of the securities and lock up- agreements

Not applicable. The Offer consists of newly issued registered shares in OHAG.

E.6 Dilution effect On the date of this Offer Document, the share capital of OHAG amounts to CHF 150,000, divided into 100,000 registered shares. Following completion of the Offer, and provided full acceptance there-of, the share capital of OHAG will amount CHF 83,412,844.5, divided into 55,608,563 registered shares (excluding the 100,000 registered shares in OHAG currently held by OCSA).

Through the Offer, each shareholder in OCSA will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer.

E.7 Expenses charged to investors

Not applicable. No commission will be charged in respect of settlement of the Offer.

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AVSNITT A – INTRODUKTION OCH VARNINGARA.1 Varning Denna sammanfattning bör betraktas som en introduktion till erbjudandehandlingen och prospektet

(”Erbjudandehandlingen”). Varje beslut om att investera i de värdepapper som erbjuds i erbjudandet (”Erbjudandet”) ska baseras på en bedömning av Erbjudandehandlingen i dess helhet från investera-rens sida.

Om yrkande avseende uppgifterna i Erbjudandehandlingen anförs vid domstol kan den investera-re som är kärande i enlighet med medlemsstaternas nationella lagstiftning bli tvungen att svara för kostnaderna för översättning av Erbjudandehandlingen innan de rättsliga förfarandena inleds.

Civilrättsligt ansvar kan endast åläggas de personer som lagt fram sammanfattningen, inklusive översättningar därav, men endast om sammanfattningen är vilseledande, felaktig eller oförenlig med de andra delarna av Erbjudandehandlingen eller om den inte, tillsammans med andra delar av Erbjudan-dehandlingen, ger nyckelinformation för att hjälpa investerare när de överväger att investera i sådana värdepapper.

A.2 Finansiella mellanhänder

Ej tillämplig. Erbjudandet omfattar inte finansiella mellanhänder.

AVSNITT B – EMITTENTB.1 Firma Oriflame Holding AG, organisationsnummer CHE-134.446.883.B.2 Säte och bolagsform OHAG är ett schweiziskt aktiebolag. OHAG har sitt säte i Schaffhausen, Schweiz, med den registrerade

adressen c/o Oriflame Global Management AG, Bleicheplatz 3, CH-8200 Schaffhausen, Schweiz.B.3 Beskrivning av

emittentens verksamhet

Efter Erbjudandets fullföljande kommer OHAG att fortsätta bedriva den verksamhet som idag bedrivs i OCSA.

Oriflame grundades i Sverige 1967. I dag är Oriflame ett internationellt, direktförsäljande kosmetik-företag med försäljning i över 60 länder. Oriflame har ett brett produktutbud av svenska, innovativa skönhetsprodukter inspirerade av naturen. Dessa produkter marknadsförs av omkring 3 miljoner oberoende Oriflame-konsulenter som tillsammans svarar för en årsomsättning på cirka 1,3 miljarder EUR. Respekt för medmänniskor och natur är en viktig del av företagskulturen och återspeglas i bolagets riktlinjer för socialt arbete och miljöarbetet. Oriflame stödjer ett flertal välgörenhets-organisationer världen över och är medgrundare av World Childhood Foundation.

Summary in Swedish/Sammanfattning

Sammanfattningen ställs upp efter informationskrav i form av ett antal ”punkter” som ska innehålla viss information. Dessa punkter är numrerade i avsnitt A – E (A.1 – E.7). Denna sammanfattning innehåller alla de punkter som ska ingå i en sammanfattning för denna typ av värdepapper och emittent. Eftersom vissa punkter inte behöver ingå i alla typer av prospekt finns luckor i numreringen av punkterna. Även om en viss punkt ska ingå i sammanfattningen för denna typ av prospekt kan det förekomma att det inte finns någon relevant information att ange beträffande sådan punkt. I sådant fall innehåller punkten en kort beskrivning tillsammans med angivelsen ”ej tillämplig”.

emittent: Oriflame Holding AG, ett schweiziskt aktiebolag registerat i kantonen Schaffhausens handelsregister med organisations-nummer CHE-134.446.883.

Pursuant to an exemption from the SFSA in relation to language requirements, the Offer Document has only been prepared in English, however, a Swedish translation of the section “Summary” in the Offer Document is provided below. In the event of any inconsistencies between the English and Swedish language versions of the Summary, the English language version shall prevail.

I enlighet med en språkdispens från Finansinspektionen har Erbjudandehandlingen endast tagits fram i en engelskspråkig version. Nedan följer en svensk översättning av avsnittet “Summary” i Erbjudandehandlingen. Vid eventuell avvikelse mellan språkversionerna ska den engelsk-språkiga versionen äga företräde.

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B.4a Trender Oriflamekoncernen har en bred geografisk spridning med närvaro i fler än 60 länder och är en av marknadsledarna på omkring hälften av dessa marknader. Fram till slutet av 2013 var verksamheten uppdelad i följande regioner: CIS och Baltikum, inklusive Ryssland och andra forna sovjetrepubliker ; EMEA, inklusive Europa, Mellanöstern och Afrika; Asien och Latinamerika. Från och med 2014 driver bolaget sin verksamhet i följande globala affärsområden: CIS exklusive Baltikum, Europa inklusive Baltikum, Turkiet, Afrika & Asien och Latinamerika. Den reviderade geografiska uppdelningen är viktig för Oriflame då den mer korrekt återspeglar marknadernas gemensamma utmaningar, möjligheter och utveckling. Generellt kan Latinamerika och Turkiet, Afrika och Asien sägas representera de huvudsakliga nuvarande och framtida tillväxtmarknaderna, medan Europa och CIS är mer mogna marknader. Skönhets- och direktförsäljningsbranschen är väl positionerad för framtida tillväxt och Oriflame är en av de ledande aktörerna i branschen. Globaliseringen har öppnat upp flertalet potentiella marknader runt om i världen inom vilka Oriflames affärsmodell är väl positionerad. Oriflames breda geografiska närvaro i kombination med direktförsäljningsmodellen utgör grunden för bolagets långsiktiga tillväxt-strategi.

B.5 Beskrivning av koncernen

OCSA är idag moderbolag i Oriflame-koncernen som har dotterbolag, däribland OHAG, i ett flertal länder. Efter Erbjudandets fullföljande kommer OHAG att bli moderbolag i Oriflame-koncernen.

B.6 Ägarstruktur m.m. Per dagen för denna Erbjudandehandling är OHAG ett nybildat helägt dotterbolag till OCSA och har inte tidigare bedrivit och bedriver inte heller för närvarande någon verksamhet.

Efter fullföljandet av Erbjudandet, och förutsatt full anslutning i Erbjudandet, kommer varje aktie-ägare att ha samma ägar- och röstandel i OHAG som ägaren tidigare haft i OCSA. De största aktie-ägarna i OHAG kommer då att vara (baserat på innehaven den 31 december 2014):

fem största aktieägarna % av aktiekapitalet % av rösterna*Lazard Asset Management LLC** 13,1 13,5Af Jochnick BV 11,1 11,4Robert och Alexander af Jochnick och familj 9,1 9,4Fjärde AP-fonden 8,6 8,9Jonas af Jochnick och familj 7,4 7,6* Exklusive aktierna som innehas av OCSA och som därmed inte medför någon rösträtt.** Den 13 maj 2015 informerades Oriflame om att Lazard Asset Management LLC har minskat sitt ägande i OCSA till totalt

1 526 aktier, vilka hålls i form av amerikanska depåbevis, i deras kapacitet av finansiell rådgivare.

B.7 Historisk finansiell information i sammandrag

OHAG bildades den 6 oktober 2014 och är registrerat i Schaffhausens handelsregister. OHAG har därför endast fastställt en årsredovisning för perioden 2 oktober 2014 – 31 december 2014.

Det har inte inträffat några händelser av väsentlig betydelse för OHAGs finansiella ställning eller ställning på marknaden sedan 31 december 2014, dagen för OHAGs reviderade bokslut för perioden 2 oktober 2014 – 31 december 2014.

OHAG är ett nybildat helägt dotterbolag till OCSA och har inte tidigare bedrivit och bedriver inte heller för närvarande någon verksamhet.

Den utvalda finansiella informationen nedan avser OCSA och är hämtad från reviderade koncern-redovisningar för perioden 2012 – 2014 och koncernens kvartalsrapporter för första kvartalet 2015 och 2014 vilka inte har reviderats eller granskats av Bolagets revisorer. Koncernredovisningen är upprättad i enlighet med International Financial Reporting Standards (IFRS), såsom de antagits av EU.

resultaträkning i sammandrag

första kvartalet helår€’000 2015 2014 2014 2013 2012Omsättning 307 820 327 232 1 265 849 1 406 721 1 489 285Kostnader för sålda varor (99 102) (103 213) (399 468) (420 291) (436 271)bruttoresultat 208 718 224 019 866 381 986 430 1 053 014

rörelseresultat 17 225 22 633 94 726 136 608 175 119

resultat efter skatt 11 232 11 534 37 452 78 643 121 452

resultat per aktie, €Före utspädning 0,20 0,21 0,67 1,41 2,13Efter utspädning 0,20 0,21 0,67 1,41 2,13

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B.7 Historisk finansiell information i sammandrag, forts.

balansräkning i sammandrag

31 mars 31 december€’000 2015 2014 2014 2013 2012tillgångarsumma anläggningstillgångar 225 262 289 091 213 187 304 010 305 608

summa omsättningstillgångar 541 268 449 829 485 952 463 088 487 823

summa tillgångar 766 530 738 920 699 139 767 098 793 431

eget kapitalsumma eget kapital 159 111 164 141 140 917 168 203 252 858

skuldersumma långfristiga skulder 353 036 367 691 315 273 387 291 324 299

summa kortfristiga skulder 254 383 207 088 242 949 211 604 216 274summa skulder 607 419 574 779 558 222 598 895 540 573

summa eget kapital och skulder 766 530 738 920 699 139 767 098 793 431

kassaflödesanalys i sammandrag

första kvartalet helår€’000 2015 2014 2014 2013 2012rörelseresultat före förändringar av rörelsekapital och avsättningar 28 430 26 023 92 906 172 116 204 079kassaflöde från verksamheten 24 102 16 907 89 954 112 131 183 660kassaflödet från investerings verksamheten (3 937) (8 599) (5 950) (52 984) (70 702)kassaflöde från finansierings verksamheten (479) (19 536) (91 966) (53 144) (144 345)likvida medel vid periodens slut, netto efter checkräkningskredit 117 543 93 284 95 515 106 788 106 171

nyckeltal

första kvartalet helår€ miljoner 2015 20141) 20142) 20133) 2012Omsättning 307,8 327,2 1 265,8 1 406,7 1 489,3Bruttointäkt 208,7 224,0 866,4 986,4 1 053,0Bruttomarginal, % 67,8 68,5 68,4 70,1 70,7EBITDA 23,0 29,4 122,9 166,5 204,2Justerat rörelseresultat 17,2 23,1 97,8 142,4 175,1Justerad rörelsemarginal, % 5,6 7,0 7,7 10,1 11,8Justerat resultat efter skatt 11,2 12,0 47,04) 84,4 121,5Avkastning på sysselsatt kapital, % – – 19,9 25,4 30,8Kassaflödet från den löpande verksamheten 24,1 16,9 90,0 112,1 183,7Kassaflödet från den löpande verksamheten, per aktie, € 0,43 0,30 1,62 2,02 3,22Soliditet, % 20,8 22,2 20,2 21,9 31,9Nettoskuld 5) 264,7 270,4 245,4 275,9 214,0Räntetäckningsgrad 3,4 5,6 5,4 7,6 9,7Justerat resultat per aktie, euro 0,20 0,22 0,844) 1,52 2,13Aktiva konsulenter, tusental 3 429,0 3 481,0 3 473,0 3 460,0 3 422,0Genomsnittligt antal heltidsanställda (FTE) 6 762,9 7 374,9 7 039,0 7 340,0 7 465,0

1) Justerat för omstruktureringskostnader om 0,4 miljoner EUR. 2) Justerat för poster av engångskaraktär om 3,1 miljoner EUR. 3) Justerat för poster av engångskaraktär om 5,8 miljoner EUR. 4) Justerat för ytterligare skatteposter av engångskaraktär om 6,4 miljoner EUR. 5) Räntebärande skulder inkluderar verkligt värde av lån upptaget i USD. Räntebärande skulder vid hedgade värden uppgår till 196,8

miljoner EUR (2014), 263,3 miljoner EUR (2013) och 179,2 miljoner EUR (2012).

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B.7 Historisk finansiell information i sammandrag, forts.

Under perioden 1 januari – 31 december 2012 expanderade Oriflame ytterligare på den afrikanska kontinenten genom att förvärva de tidigare franchiseverksamheterna i Kenya, Tanzania och Uganda.

Under perioden 1 januari – 31 december 2013 inledde Oriflame ett aktieåterköpsprogram och 1 613 409 aktier förvärvades under perioden 2 januari – 12 april 2013. Bolaget påbörjade också sin verksamhet i distributionscentret i Noginsk, Ryssland, och köpte en produktionsanläggning inom Wellness i Roorkee, Indien. Den geografisk expansionen omfattade inträde på de tunisiska, nigerianska och burmesiska marknaderna.

Under perioden 1 januari och den 31 december 2014 avyttrade Oriflame produktionsanläggnin-garna i Krasnogorsk, Ryssland, och Ekerö, Sverige. En produktionsanläggning i Noginsk, Ryssland, färdig-ställdes och produktion startade. Produktionen startade också i Wellness-produktionsanläggningen i Roorkee, Indien.

Under det första kvartalet 2015, invigdes produktionsanläggningen i Noginsk, Ryssland.Den 27 april 2015 undertecknade Oriflame en ny femårig kreditfacilitet (Revolving Credit Facilitiy)

om totalt 110 miljoner EUR. Den nya kreditfaciliteten ersätter den nuvarande faciliteten på 330 miljon-er EUR, vilken undertecknades den 23 maj 2011.

Den 20 april 2015 förföll Bolagets serie A-lån, placerat på den amerikanska private placement-marknaden, till betalning och Oriflame återbetalade det totala lånebeloppet om 25 miljoner USD tillsammans med upplupen ränta till internationella investerare.

Inga andra händelser av väsentlig betydelse för OCSAs finansiella ställning eller ställ ning på marknaden har inträffat sedan den 31 mars 2015, dagen för Bolagets delårsrapport för det första kvartalet.

B.8 Proformaredovisning Ej tillämplig. Erbjudandehandlingen innehåller inte någon proformaredovisning.B.9 Resultatprognos Ej tillämplig. Erbjudandehandlingen innehåller inte någon resultatprognos.B.10 Anmärkningar i

revisionsberättelsenEj tillämplig. OHAGs årsredovisning för perioden 2 oktober 2014 – 31 december 2014 och OCSAs årsredovisning för räkenskapsåret 2014 innehåller inte några anmärkningar i de därmed sammanhäng-ande revisionsberättelserna.

B.11 Rörelsekapital Ej tillämplig. Enligt styrelsen för OHAG är rörelsekapitalet tillräckligt för OHAGs betalnings förpliktelser under de kommande tolv månaderna, oavsett om Erbjudandet fullföljs eller inte.

AVSNITT C – VäRDEPAPPERC.1 Värdepapper som

erbjudsOHAG erbjuder varje aktieägare i OCSA en (1) ny registrerad OHAG-aktie för en (1) OCSA aktie.

C.2 Valuta Aktiekapitalet för OHAG är denominerat i CHF.C.3 Antal värdepapper Till följd av Erbjudandet kommer högst 55.608.563 registrerade aktier att emitteras av OHAG, där

varje aktie kommer att ha ett kvotvärde om 1,50 CHF.Per dagen för denna Erbjudandehandling uppgår aktiekapitalet i OHAG till 150.000 CHF uppdelat

på 100.000 registrerade aktier, envar med ett kvotvärde om 1,50 CHF. Efter Erbjudandets fullföljande, och förutsatt full acceptans av Erbjudandet, kommer aktiekapitalet i OHAG att uppgå till 83.412.844,5 CHF, uppdelat på 55.608.563 registrerade aktier (exklusive de 100.000 registrerade aktier i OHAG som innehas av OCSA).

C.4 Rättigheter som sammanhänger med värdepapperna

Vid bolagsstämma i OHAG berättigar varje aktie till en röst i enlighet med bestämmelserna i OHAGs bolagsordning och Swiss Code of Obligations. Varje aktie medför lika rätt till OHAGs tillgångar och vinster. Aktier som innehas av OHAG medför ingen rösträtt.

Registrerade OHAG-aktier som emitterats som vederlag för depåbevis i OCSA kommer att vara i kontoförd form (Bucheffekten) baserade på ocertifierade aktier (Wertrechte) och kommer att registreras hos Euroclear Sweden genom SIX SIS AG.

Registrerade OHAG-aktier som emitteras såsom vederlag för icke-depåbevisrepresenterade OCSA-aktier eller OCSAs så kallade bearer shares, kommer att vara ocertifierade aktier (Wertrechte) och kommer inte att registreras hos Euroclear Sweden. Överlåtelse av dessa aktier med bindande verkan måste meddelas OHAG.

På begäran av OHAGs aktieägare kan OHAG-aktier registreras och avregistreras hos Euroclear Sweden. OHAG har inte, och kommer inte att utfärda några aktiebrev.

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C.5 Överlåtelse-inskränkningar

Ej tillämpligt. Samtliga OHAG-aktier är fritt överlåtbara i enlighet med bestämmelserna i OHAGs bolagsordning.

C.6 Handel med värdepapperna

OHAG har inlett förberedelser för en notering av Bolagets aktier på Nasdaq Stockholm och, under förutsättning att villkoren för Erbjudandets fullföljande är uppfyllda, förväntas aktierna i OHAG som emitterats som ersättning för depåbevisen i OCSA noteras på Nasdaq Stockholm omkring den 23 juni 2015. OHAG-aktier som emitterats som ersättning för de svenska depåbevisen i OCSA och som registreras hos Euroclear Sweden kommer att noteras och handlas på Nasdaq Stockholm.

Nasdaq Stockholms bolagskommitté beslutade den 19 maj 2015 att uppta OHAG till handel på Nasdaq Stockholm under förutsättning att spridningskravet för Bolagets aktier uppfylls senast första handelsdagen.

C.7 Utdelningspolitik OHAG har antagit en utdelningspolicy som i allt väsentligt motsvarar OCSAs utdelningspolicy. OCSA har antagit en utdelningspolicy som innebär att OCSA, med beaktande av förändringar i

Bolagets verksamhet eller kapitalstruktur, på lång sikt avser dela ut minst 50 procent av Bolagets årliga resultat efter skatt. Bolaget har meddelat att Bolaget kommer att fortsätta prioritera minskad nettoskuldsättning under de kommande kvartalen och kommer därmed inte att distribuera utdelning under andra kvartalet 2015 till och med årsstämman 2016.

AVSNITT D – RISKERD.1 Huvudsakliga risker

avseende emittenten och branschen

Med beaktande av Erbjudandets utformning, och att OHAG är ett nybildat helägt dotterbolag till OCSA som inte tidigare bedrivit och inte heller för närvarande bedriver någon verksamhet, avser de nedan beskrivna riskfaktorerna OCSA och den verksamhet som för närvarande bedrivs inom Oriflame-koncernen. OHAG förväntas att, efter Erbjudandets fullföljande, exponeras mot samma risker som OCSA för närvarande är exponerat mot.

Bolaget är föremål för risker som helt eller delvis är utanför Bolagets kontroll och som påverkar eller kan komma att påverka Bolagets verksamhet, resultat, finansiella ställning och framtidsutsikter. Nedanstående riskfaktorer, som beskrivs utan särskild ordning och utan anspråk på att vara uttömman-de, bedöms vara av betydelse för Bolagets framtida utveckling.

Det finns risker förknippade med Bolagets affärsmodell, särskilt beträffande Bolagets användning av oberoende konsulter. Bolaget är också utsatt för risker förknippade med att göra affärer i CIS-regionen, vilket kan bero på oförutsedda förändringar i rättsliga och politiska förhållanden. Andra risker innefattar Bolagets internationella försäljning och verksamhet, vilket bland annat inkluderar risker avseende marknadsförhållanden, rättssystem i snabb förändring, ekonomiska faktorer och skatter samt Bolagets icke helägda dotterbolag. Vidare är Bolaget utsatt för risker som relaterar till verksamhetsexpansion och särskilt förmågan att attrahera nya konsulenter. Dessutom är Oriflame utsatt för risker förknippade med immateriella rättigheter och skyddet av sådana rättigheter samt kännedomen om Bolagets varu-märke. Det finns även risker kopplade till att Oriflames fabriker bibehåller sin produktionskapacitet. Oriflame är också utsatt för risker vad gäller förvärv, avyttringar och geografisk expansion som till exempel lyckade integrationer av nya bolag och potentiella skadeståndsanspråk under ingångna avtal. Risker avser även Bolagets IT-system eftersom 90 procent av Bolagets ordrar läggs via Internet. Utöver detta är Oriflame beroende av sina leverantörer och leverans av produkter eller råvaror. Bolaget är även föremål för risker beträffande produktansvar och återkallelser som kan leda till att Oriflames anseende skadas. Konkurrensaspekten är också en riskfaktor, särskilt eftersom kosmetikbranschen är en mycket konkurrensutsatt marknad som är känslig för förändringar i konsumentefterfrågan och trender. Bolaget är utsatt för miljömässiga och regulatoriska risker avseende Oriflames produktionsan-läggningar. Oriflame är även exponerat för risk för minskad efterfrågan på sina produkter, en faktor som är nära förknippad med allmänekonomiska förhållanden. Oriflame är beroende av nyckelpersoner och sin förmåga att attrahera och behålla sådana nyckelpersoner. Dessutom är Oriflame beroende av för-säkringsskydd och det är möjligt att nuvarande försäkringsskydd inte täcker eventuella skador som kan uppstå. Det finns också finansieringsrisker, kreditrisker, likviditetsrisker och risker med räntor och mark-nadsrisker som Oriflame måste beakta. I tillägg till de ovan beskrivna riskerna är Bolaget exponerat för valutarisker, såsom exponering vid valutaomräkning, men också transaktionsexponering och strategisk valutaexponering.

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D.3 Huvudsakliga risker avseende värde-papperna

Alla investeringar i värdepapper är förknippade med risker. Sådana risker kan leda till att priset på Oriflames aktier sjunker avsevärt och att investerare kan förlora hela eller delar av sin investering. Risker relaterade till Bolagets aktier innefattar risken för att kursen på aktierna kan vara volatil. Marknadspriset på aktierna kan fluktuera beroende på marknadsfaktorer vilket kan leda till att priset på aktien understiger priset i Erbjudandet. Vidare kan begränsad likviditet i OHAGs aktier öka svängnin-garna i aktiekursen. Begränsad likviditet kan också begränsa möjligheten för enskilda aktieägare att sälja sina aktier. Vidare påverkar Oriflames finansiella ställning storleken på framtida aktieutdelningar och om denna ställning påverkas i negativ riktning, kan Oriflame avvika från sin utdelningspolicy genom att skjuta upp eller helt avbryta framtida utdelningar. Det finns en risk för att noteringen av Oriflames aktier på Nasdaq Stockholm kommer att försenas på grund av att erhållandet av erforderliga tillstånd från Nasdaq Stockholm och/eller berörda myndigheter dröjer. Oriflames aktier kommer vidare att registreras hos Euroclear Sweden genom värdepapperscentralen SIX SIS AG i Schweiz. Det finns en risk att en registrering med två separata värdepapperscentraler kan leda till vissa logistiska och tekniska svårigheter för aktieägare vars aktier är registrerade hos Euroclear Sweden. Vidare är det möjligt att vissa aktieägare i Oriflame, som bor eller har sin hemvist i andra jurisdiktioner än Schweiz och Sverige, inte kan utöva sin företrädesrätt avseende Oriflames aktier i framtida erbjudanden. Utöver detta kan vissa aktieägare, genom att anta en gemensam hållning, komma att ha en betydande inflytande på beslut som fattas av aktieägare samt ha möjlighet att förhindra framtida kontrollägarskiften för Oriflame.

AVSNITT E – ERBJUDANDETE.1 Emissionsintäkter och

-kostnaderEj tillämplig. Varken OHAG eller OCSA kommer att erhålla någon emissionslikvid i samband med Erbjudandet.

De uppskattade direkta kostnaderna för Oriflame-koncernen i samband med Erbjudandet uppgår till cirka 1,9 miljoner EUR.

E.2 Bakgrund och motiv Som tidigare kommunicerats har styrelsen för Oriflame inlett en process att anpassa Oriflames legala struktur till dess operativa struktur. Detta initiativ är en följd av successivt förbättrad drifts effektivitet genom införandet av Global Shared Services inom områdena IT, Finans och HR samt e-handelsplattform, s.k. cash pooling samt riskstyrning av varulager. Som ett led i detta har Oriflame flyttat vissa aktiviteter, risker, företagsledning och funktioner till Schweiz.

Som ett led i denna process beslutade aktieägarna i OCSA vid den extra bolagsstämman den 19 maj 2014 enhälligt att bemyndiga OCSA att, om och när styrelsen finner det lämpligt, vidta alla relevanta åtgärder som är nödvändiga eller önskvärda för att flytta Oriflames domicil från Luxemburg till Schweiz, med användande av den struktur som styrelsen finner lämplig, varvid det förklarades att en sådan struktur kan komma att inkludera att ett schweiziskt bolag kan ersätta OCSA som det börsnoterade moderbolaget i koncernen.

Styrelsen för Oriflame anser att en anpassning av den legala strukturen till förändringarna i verk-samheten är lämplig och fördelaktig för Oriflame och dess aktieägare. Styrelsen har därför beslutat att lämna Erbjudandet och ansöka om notering av OHAG som ett led i implementeringen av den nya legala strukturen. Förutsatt att Erbjudandet fullföljs kommer OHAG bli det nya moderbolaget för koncernen. Genom Erbjudandet kommer varje aktieägare i OCSA, vid full anslutning i Erbjudandet, ha samma ägar- och röstandel i OHAG som aktieägaren tidigare hade i OCSA. I samband med genom-förandet av Erbjudandet avses aktierna i OHAG som erbjuds som vederlag för OCSAs svenska depåbevis noteras på Nasdaq Stockholm. Oriflame avser att fortsätta tillämpa Svensk kod för bolagsstyrning. Efter genomförande av Erbjudandet avser Oriflame genomföra en gränsöverskridande fusion eller tvångsinlösen.

Verksamheten i OHAG kommer att bedrivas enligt samma affärsmodell, vision, strategi och mål som verksamheten idag bedrivs i OCSA. Oriflame har koncentrerat sin huvudsakliga verksamhet, risker, ledning och funktioner till kontoren i Schaffhausen och Fribourg, Schweiz, där företaget har funnits sedan 1970-talet. Erbjudandet som sådant förväntas inte medföra några förändringar i OCSAs nuvarande verksamhet eller ha några effekter på sysselsättningen eller ledningen för OCSA, utan ska enbart betraktas som en transaktion i syfte att anpassa den legala strukturen till Oriflames operationel-la verksamhet. Oriflames gradvis förbättrade operationella effektivitet kan över tid komma att påverka villkoren och den geografiska placeringen för vissa av koncernens anställda. Den operativa och legala omstruktureringen som sådan förväntas inte påverka Oriflames effektiva skattesats. Oriflame bedömer även att Erbjudandet inte kommer att innebära några väsentliga finansiella effekter för Oriflame.

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E.3 Villkor Fullföljandet av Erbjudandet är villkorat av: 1. att Erbjudandet accepteras i sådan utsträckning att OHAG blir ägare till utestående röstberättigan-

de aktier i OCSA motsvarande mer än två tredjedelar av de utestående röstberättigande aktierna i OCSA,

2. att OHAG erhåller alla erforderliga tillstånd, godkännanden och beslut för upptagande till handel på Nasdaq Stockholm,

3. att varken Erbjudandet eller förvärvet av OCSA, helt eller delvis, omöjliggörs eller väsentligen försvåras till följd av lagstiftning eller annan reglering, domstolsavgörande, myndighetsbeslut eller liknande omständighet, som föreligger eller som skäligen kan förväntas och som OHAG inte skäligen kunnat förutse vid tidpunkten för offentliggörande av Erbjudandet, och

4. att erforderliga tillstånd, godkännanden eller beslut av myndigheter eller liknande avseende Erbjudandet och förvärvet av OCSA erhålls på villkor som i varje enskilt fall enligt OHAGs bedömning anses acceptabla.

OHAG förbehåller sig rätten att återkalla Erbjudandet för det fall det står klart att något av ovanståen-de villkor inte uppfyllts eller kan uppfyllas. Avseende villkor 2–4, får ett sådant återkallande emellertid endast ske under förutsättning att den bristande uppfyllelsen är av väsentlig betydelse för OHAGs förvärv av OCSA.

OHAG förbehåller sig rätten att, helt eller delvis frånfalla ett eller flera av villkoren i 2–4 ovan. OHAG förbehåller sig inte den rätten avseende punkten 1 ovan och kommer därför inte att fullfölja Erbjudandet vid en lägre fullföljandenivå än vad som angetts i detta villkor.

E.4 Intressen och intressekonflikter

Bortsett från vad som anges i denna Erbjudandehandling finns det inga potentiella intressekonflikter avseende någon av styrelseledamöterna eller ledningspersonerna för OHAG, som skulle innebära att deras privata intressen anses strida mot OHAGs intressen. Det finns inga avtal som berättigar styrelse-ledamöter eller medlemmar av ledningsgruppen ersättningar efter avslutad anställning.

Samtliga styrelseledamöter i OCSA har deltagit i förberedelserna och besluten avseende Erbju-dandet och är ledamöter i styrelserna för både OHAG och OCSA. Därmed är avsnitt III i Nasdaq Stockholms takeover-regler tillämpligt på Erbjudandet. OCSA och OHAG har dock beviljats undantag från skyldigheten enligt avsnitt III i takeover-reglerna att inhämta ett värderingsutlåtande från en oberoende expert angående värdet på aktierna i OCSA respektive värdet av vederlaget i Erbjudandet, och har också beviljats undantag från reglerna rörande intressekonflikter för styrelseledamöterna och kravet på att acceptfristen inte får understiga fyra veckor. Se Aktiemarknadsnämndens uttalande 2015:07.

E.5 Säljare av värde-papperna och lock up-avtal

Ej tillämplig. Erbjudandet består av nyemitterade registrerade aktier i OHAG.

E.6 Utspädningseffekt Per dagen för denna Erbjudandehandling uppgår aktiekapitalet i OHAG till 150.000 CHF uppdelat på 100.000 registrerade aktier, envar med ett kvotvärde om 1,50 CHF. Efter Erbjudandets fullföljande, och förutsatt full acceptans av Erbjudandet, kommer aktiekapitalet i OHAG att uppgå till 83.412.844,5 CHF, uppdelat på 55.608.563 registrerade aktier (exklusive de 100.000 registrerade aktierna i OHAG som innehas av OCSA).

Genom Erbjudandet kommer, vid full acceptans av Erbjudandet, varje aktieägare i OCSA erhålla samma ägar- och röstandel i OHAG som aktieägaren tidigare hade i OCSA.

E.7 Kostnader för investerarna

Ej tillämplig. Inget courtage utgår för försäljning av aktier i Erbjudandet.

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Risks related to Oriflame and the industryrisks assOciated witH tHe business mOdelThe Oriflame Group currently has a sales force of approximately 3 million independent consultants worldwide and the Company is dependent on the consultants for substantially all of its sales. The consultants are independent contractors who purchase products directly, normally through the Company’s online ordering system, and either sell them to their customers or keep them for personal use. Due to high share of end customers and the definition of a consultant (defined as someone that has placed on order with Oriflame during the last 3 months), there is a high rate of turnover among the sales consultants. The turnover is lower among the selling consultants and much lower among the ones that exploit the business opportunity that the Company offers. The loss of key high-level consultants could adversely impact the growth and the performance of the network in the short-term and, as a result, Oriflame’s sales.

In order to increase sales, Oriflame must increase the number of active consultants, their productivity or the prices at which the products are sold to the consultants. Accordingly, it is important that Oriflame succeeds in recruiting new consultants and retaining the existing ones. Any failure to do so would likely have an adverse effect on Oriflame’s business, financial condition and results of operations. In addition to growing the number of con-sultants, Oriflame must recruit and retain motivated consultants, because the structure and quality of the sales force affects prod-uct reception. In order to compete successfully for quality consult-ants, Oriflame must continue to ensure that the business oppor-tunities and compensation arrangements are attractive and in line with market levels. If Oriflame is unable to compete effectively for

consultants, the quality of the sales force would decline, which would likely have an adverse effect on Oriflame’s business, finan-cial condition and results of operations.

The imposition of legal, tax or financial burden on Oriflame consultants could negatively affect Oriflame’s operations and ability to recruit new consultants in concerned markets, specifical-ly in the emerging markets where the Company operates, which often is subject to rapid legislative changes. In many of the markets where the Company operates, there is no specific legislation regu-lating the direct selling or online industry, which may create legal risks that affect the Company’s business, financial condition and results of operations.

risks assOciated witH tHe cis regiOnOriflame’s operations in the CIS1) region account for a significant part of the Company’s sales and profits. The CIS region is however – as has been the case throughout Oriflame’s history – subject to extensive risks associated with the economic, political, legal and business environment, where legal and political landscapes may change unexpectedly. This is, for example, emphasized by the recent turmoil on the Russian and Ukrainian markets, resulting in sharply devaluating currencies and challenges of exceptional nature to the Company. The Company’s sales in the Eastern parts of Ukraine have been heavily impacted thereof. There is a risk that the tensions between Russia and the Western world escalates further, with additional trade sanctions and other restrictions on import of goods into Russia as a result thereof, which could result in adverse effects on Oriflame’s business, financial condition and results of operations. The effects of the political instability in Russia and Ukraine may also affect other countries within CIS. Should the

Risk factors

Below is a list of potential risk factors which, should they occur, could have an adverse effect on Oriflame’s operations, f inancial position and earnings. The magnitude of such effect would be dependent on Oriflame’s ability to mitigate the risk factor. In general, the risks are not different (unless otherwise stated) compared to OCSA, i.e. OHAG has the same risk profile as the current parent company OCSA.

Should Oriflame be faced with any of the events below, this could entail that the value of the OHAG shares declines following completion of the Offer, which could result in a decreased value of shareholders’ investment.

Considering the structure of the Offer, and that OHAG is a newly established subsidiary of OCSA that has not conducted and does not currently conduct any business, the risk factors described below primarily relate to OCSA and the business currently conducted within the Oriflame Group. However, it is expected that OHAG will be exposed to the same risk follow-ing the completion of the Offer as OCSA has been exposed to. Descriptions of the New Group’s operations and market conditions, as well as their effect on OHAG’s financial outlook, are based on OHAG’s own assessments of OCSA’s current operations, as well as external sources.

The risk factors are not ranked in terms of their significance or potential f inancial impact. The risk factors are not exhaustive, and there may be additional risk factors of which OHAG is not currently aware. OHAG is able to influence or counteract certain factors as part of its continuing operations, while others may occur randomly and may lie partly or wholly beyond OHAG’s control. Accordingly, it is important to take these risk factors into consideration and to assess them when assessing OHAG’s future development. Furthermore, holding of shares is always associated with risk and investors are encouraged to perform their own assessment of the described and potential risk factors and their significance for OHAG’s future prospects, in addition to the information provided in the Offer Document.

1) Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Mongolia, Russia and Ukraine.

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crisis continue or new or escalated tensions between Russia and other countries emerge, or should economic or additional sanc-tions in response to such crises or tensions be imposed, this could have a material adverse effect on Oriflame’s business, financial condition and results of operations.

Oriflame’s business and operations in the CIS region depend on Oriflame’s ability to manage its response to the ongoing crisis and other specific characteristics, such as rapid and unpredictable changes to the legal system. Any failure in this respect could have a material adverse effect on Oriflame’s business, financial condi-tion and results of operations.

internatiOnal sales and OperatiOnsMarket conditionsThe Oriflame Group currently conducts operations in more than 60 countries worldwide, a majority of which are generally consid-ered being emerging markets. Accordingly, Oriflame’s future financial performance could be adversely affected by a variety of factors, including, but not limited to:

● the risk that a foreign government might ban or severely restrict the Company’s business method of direct selling/online/social media;

● the imposition of legal, tax or financial burdens on Oriflame or its consultants;

● changes in a country’s or region’s political, legal or economic conditions, particularly in emerging markets;

● a challenge to the status of Oriflame’s consultants as independ-ent contractors rather than employees or a change in employ-ment laws or regulation, or social security regulations regarding independent contractors;

● trade protection measures and import or export licensing requirements;

● difficulty in staffing and managing global operations; ● inadequate protection of intellectual property; ● unexpected changes in regulatory requirements; and ● state-imposed restrictions on repatriation of funds.

Oriflame’s operations may be materially and adversely affected by such factors and Oriflame may not be able to succeed in develop-ing and implementing policies and strategies that are effective in each location where business is conducted. If Oriflame fails to address the risks associated with its international operations in a cost-effective and timely manner, the growth of operations may be limited, operating margins could be reduced and Oriflame’s business, financial condition and results of operations could be materially adversely affected.

Rapidly evolving legal systemEmerging market economies are often characterized by rapidly evolving legal systems. Accordingly, the laws and regulations applicable to Oriflame’s operations in emerging markets are, in some cases, uncertain, incomplete, contradictory or subject to

change. Oriflame is sometimes unable to ascertain, and may receive conflicting professional advice regarding, the requirements of certain laws in emerging markets, including provisions of labor, tax and corporate laws, and the need to obtain regulatory approvals. Because of these complex circumstances, Oriflame – as well as other players on such markets – may at times take actions which are interpreted as inconsistent with local laws. There is a risk that such actions are scrutinized by local authorities, which could result in the Company being exposed to legal processes with potential negative rulings which could impact the business negatively.

Financial and tax risksOriflame’s international operations are operated through a num-ber of subsidiaries in various countries. The tax and transfer pric-ing strategies utilized in Oriflame are based on interpretations of current tax laws, treaties and regulations of the various countries involved and the requirements of the relevant tax authorities. Further, the Company regularly obtains advice in this regard from independent tax professionals. In the event that Oriflame’s inter-pretation of these laws, treaties and regulations or their applicabil-ity is incorrect, if one or more governmental authorities success-fully assert conflicting claims over the ability to tax profits in the respective subsidiary or the Oriflame Group or if the applicable laws, treaties, regulations or governmental interpretations thereof or administrative practice in relation thereto change, including with retroactive effect, Oriflame’s effective tax rate could increase and could adversely affect the results. In the event tax authorities were to successfully challenge the Oriflame Group’s past or current tax positions, this could result in an increased effective tax rate.

Following several years of ongoing tax investigation in Russia, at the end of August 2014 Oriflame Cosmetics LCC in Russia received an official claim from the authorities amounting to RUB 0.9 billion including penalty fees. In November 2014, despite con-firmations from several local and international experts of adopted tax practices, Oriflame received the first level of tax court deci-sion which was not in favour of the Company. As a result, the full Rouble amount of the claim for income tax, VAT and penalty related to the royalty was recognised (net of tax losses carried forward, which were not recognised as deferred tax assets, but could be used to reduce the claim amount). An amount of EUR 8.1 million relating to VAT costs impacted the operating margin (but was excluded in the adjusted operating margin) for the CIS region. The remaining part, EUR 6.4 million, was recognised in the tax line. In March 2015 there was a second level of tax court deci-sion, which did not change the decision of the first one. Oriflame remains confident in its tax practice in Russia as confirmed and supported by local and international experts, and plans to contin-ue the litigation process up to the Supreme Court. Nevertheless, there is a risk, specifically considering the uncertainties surround-ing the political and legislative environment in Russia, that Oriflame will be considered having violated local tax regulation

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and thus being liable to finally pay a part of or the entire asserted amount and also receive tax claims from the authorities relating to previous financial years.

In addition to the Russian tax claim described above, some of the Oriflame subsidiaries are subject to tax or custom claims or litigations in local jurisdictions. Provisions, according to IFRS, have been made to cover these claims. However there is always a risk that the final outcome of any dispute exceeds provisions made.

The total amount at risk in all such additional tax disputes and contingent liabilities amounts to EUR 38.5 million out of which EUR 3.9 million was provided as at 31 March 2015, and the total amount at risk in all such customs disputes amount to EUR 6.3 million, out of which EUR 0.6 million was provided as at 31 March 2015.

The economies of certain countries in the CIS and Eastern Europe, among others, have been and may in the future be char-acterized by high rates of inflation. As an example, Belarus was operating in a hyperinflationary economy during 2012, 2013 and 2014. The hyperinflation negatively affected the local operating profit in 2012, but the local gross profit levels were restored with-in 12 months. Due to competitive pressure, Oriflame may in future similar scenarios be unable to raise the prices for its prod-ucts in line with inflation and may thereby be unable to preserve the operating margins. This may have a material adverse effect on Oriflame’s short-term results of operations.

OCSA operates in some emerging markets, which due to economic crises or reduced export capabilities may impose currency restrictions. In the past, the currencies of countries such as Romania and Ukraine have suffered from temporary lack of convertibility, which restricted the cash repatriation of the Com-pany from these markets. Currently Egypt has similar difficulties. In conclusion, the introduction of strict currency controls and lack of convertibility of the local currency into hard currency in material markets could have an adverse effect on Oriflame’s results of operations.

Partly held subsidiariesSome of the local sales companies within the Oriflame Group are not wholly-owned by the Company. Instead, as is the case today in OCSA, in a limited number of companies, shares are held partly or fully by one or several external shareholders. Such third party holdings represented approximately 2 percent of Oriflame’s total operating profit during 2014. This is usually a result of applicable local regulations not allowing national companies to be wholly-owned by foreign shareholders. Typically, such shareholders are custodians not actively involved in the relevant subsidiary’s business operations. Also, the relationship between Oriflame and the custodian is typically governed by a shareholders’ agreement containing provisions that enable Oriflame to exercise control over all relevant decisions concerning the subsidiary and, under certain circumstances, to acquire all shares held by the custodian. However, there is risk that such agreements and understandings may be declared wholly or partly void by local courts or authori-ties, and that Oriflame accordingly may not be able to exercise full

control over the relevant subsidiary. Moreover, there is a risk that markets where Oriflame operate make changes to the law or changes to interpretation of existing law, which would require Oriflame to transmit control of part of the shares in its local sales companies to local shareholders. If Oriflame would lose control over any subsidiary or not be able to realize the rights granted under applicable agreements and understandings it may have an adverse effect on Oriflame’s results of operations.

expansiOn Of OperatiOnsA significant percentage of OCSA’s historical sales growth has been attributable to the Company’s expansion into new markets. Future geographical expansion is expected to occur mainly in Africa, the Americas, Asia and the Middle East. Oriflame’s growth over the next years depends to a large extent on its ability to continue to attract new consultants around the world, the utiliza-tion of on-line tools, as well as the successful introduction of new products and opening up of new markets. Oriflame may however face regulatory difficulties in accessing certain new markets. In some undeveloped markets there may also be prohibitions or obstacles for direct sales. If Oriflame is unable to successfully expand into some of these new markets, the pace and scope of geographical expansion will be impacted, which could in turn impact the Company’s ability to achieve its targets. New licenses, certifications and other regulatory approvals are often required before operations can be pursued in new markets. If Oriflame fails to obtain, or take a long time to obtain, these licenses, certifi-cations and/or other approvals or lose an existing certification or approval that is required, there could be an adverse effect on Oriflame’s business, financial condition and results of operations.

intellectual prOperty rigHtsThe Company owns the material trademarks and trade name rights used in connection with the marketing and sale of its prod-ucts. A significant part of Oriflame’s material trademarks are regis-tered in the countries in which operations are pursued. However, the laws of certain countries provide significantly less protection for intellectual property rights than the laws of the member states of the European Union or the United States, for example. Accord-ingly, third parties may infringe Oriflame’s proprietary or licensed intellectual property rights, which may dilute the brand value in the relevant marketplace. The costs for Oriflame of any litigation or other proceeding relating to intellectual property rights could, even if resolved in Oriflame’s favor, be substantial. Any adverse judgments with respect to such intellectual property rights could also negatively impact Oriflame’s business and ability to compete.

trade name and brand recOgnitiOnSales of Oriflame’s products depend to a significant extent upon brand recognition and the goodwill associated with the Compa-ny’s trademarks and trade names. Oriflame is dependent on, for example, marketing activities and a continued high product quality in order to maintain and strengthen its brand recognition and goodwill. However, there is a risk that any such marketing activities

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prove to be inefficient. Significant negative publicity in connection with product liability matters or product recalls or any similar event may further negatively impact the brand name, which could be difficult to restore. A significant deterioration of the Oriflame brand name or any other product or brand name utilized by the Company could have a material adverse effect on Oriflame’s business, financial condition and results of operations.

manufacturing facilities Oriflame is dependent on its manufacturing facilities and other supply chain assets currently located in Poland, India, China and Russia as well as on third-party manufacturing facilities and logistic services. Significant unscheduled downtime at any manufacturing facility, or at the facilities of third-party manufacturers, due to equipment breakdowns, power failures, natural disasters or any other causes, could adversely affect Oriflame’s business, financial condition and results of operations. There is a risk that Oriflame will incur losses as a result of such events which are beyond the limits of, or outside the coverage of, Oriflame’s insurance scheme.

acquisitiOns, dispOsals and geOgrapHical expansiOnAlthough not common, Oriflame have in the past, and may in the future, engage in mergers, acquisitions, divestments and joint venture schemes. Mergers, acquisitions, divestments and joint ventures are associated with several risks, such as strategic risks, risks related to financing and valuation, risks related to the sustain-ability of profit and cash-generation ability and key personnel of the target company, as well as risks related to the combination and integration of the business operation. Further, any completed divestments may contain representations and warranties that can result in liability for the Company to compensate its contractual parties pursuant to such representations and warranties. There is enhanced risk in the case of implementing and integrating interna-tional acquisitions, with additional risks arising from different corporate cultures, official procedures, local laws and regulations, the political situation, local foreign exchange currency, as well as the interpretation of local circumstances and consumer habits. Oriflame’s evaluations of potential acquisitions and partnerships could be based on imprecise and incomplete information and assumptions which may prove to be incorrect. In addition, compe-tition legislation may also affect or even prevent Oriflame from making acquisitions.

Oriflame may not be successful in the implementation of plans regarding existing or new projects, mergers or acquisitions. Their implementation or any expectations concerning integration and synergies may not be materialized according to plan. Oriflame may not find suitable targets for mergers or acquisitions in the future, at an acceptable price, and Oriflame may not be allowed to make such mergers or acquisitions due to competition legisla-tion. Failure in implementation of mergers or acquisition or integration of the target company may negatively affect Oriflame’s business, results of operations, financial position and future pros-pects. Also, in case the New Group aims to sell a part of its oper-

ations, there is a risk that a desirable purchaser cannot be found, the sale price offered may not be at an acceptable level or the sale of the operations has an unexpected adverse effect on Oriflame’s other operation and may thus negatively affect the New Group’s business, results of operations, financial position and future prospects.

infOrmatiOn tecHnOlOgy systems More than 90 percent of the Company’s consultants’ orders are placed online through Oriflame’s e-commerce suit of applications and their integration with social media platforms today constitute one of the most important aspects of the business. Oriflame is accordingly dependent on its information systems to retain sales and efficiently communicating with its consultants and to obtain important information on customer behavior and sales patterns on different markets. Moreover, but to a limited extent, Oriflame conducts direct sales to end-customers, who are not registered as consultants, through its webpage. Oriflame’s information technol-ogy systems are developed in the Company’s IT Center of Excellence in Czech Republic, and supported and monitored in Company’s shared service in India. The systems are hosted in pro-fessionally managed datacenters in Czech Republic and Russia and various cloud computing offerings around the globe. As a result of any system failures, data viruses, computer “hackers” or other causes, Oriflame may experience operational problems with its information systems, which could negatively impact Oriflame’s sales and operations, which in turn could entail adverse effects on Oriflame’s business, financial condition and results of operations.

supplier riskOriflame manufactures around 50 percent of its cosmetics prod-uct volumes in-house. The remaining 50 percent is outsourced to third party manufacturers. Oriflame generally does not have long-term contracts with third-party manufacturers or raw material suppliers. If any of the Company’s third-party manufacturers or raw material suppliers would be lost, or if the Company’s relation-ship with any of them were to change, its sales and growth could suffer. Incorrect, delayed or non-deliveries from suppliers could further entail that Oriflame’s deliveries are, in turn, delayed or must be discontinued, incomplete or incorrect, which could result in reduced sales and could have an adverse impact on Oriflame’s earnings and customer relationships.

prOduct liability and recallOriflame could be exposed to product liability or recall claims in the event that the use of the Company’s products results, or is alleged to result or have a likelihood of resulting in, bodily injury such as allergies, eczema or similar medical conditions. Although Oriflame trains and informs its consultants of the use and charac-teristics of its products, Oriflame has no control over the actual use to which its products are put, and the end-customers may use products inappropriately or in a manner that may lead to person-al injury. There is a risk that any deficiencies in Oriflame’s products or the inappropriate use thereof may lead to product liability

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claims that result in reputational damage and require Oriflame to make significant cash payments. While the Company currently has insurance in an amount it considers consistent with customary practice in its industry, there is an inherent risk that the coverage will be inadequate for any liabilities that may be incurred on Oriflame in relation to the use of its products. In the event a claim is successfully brought against Oriflame in excess of the available insurance cover, it may result in an adverse effect on Oriflame’s operating results and customer relations. Moreover, any product claim, whether or not successful and whether or not covered by Oriflame’s insurance coverage, could increase its insurance premi-ums or negatively affect Oriflame’s reputation, resulting in a loss of customers or business, which in turn could have an adverse effect on its business, financial condition and results of operations.

cOmpetitiOnThe cosmetics industry is highly competitive in many of the mar-kets where the Company operates and is subject to rapid change in consumer preferences and industry trends. Consumers choose to purchase cosmetics on the basis of numerous factors, including brand recognition, product quality and price, and the extent to which they are educated on product benefits. Advertising, promo-tion, merchandising and packaging, and the timing of new product introductions and line extensions also have a significant impact on buying decisions. Oriflame’s future competitive situation depends on its ability to adapt to changing customer preferences and to meet existing and future market needs. Oriflame competes against cosmetics manufacturers that sell their products through retail channels, direct sales, online and mail order. Many of Oriflame’s competitors are large multinationals that have signifi-cantly greater resources than Oriflame and with products that in certain markets benefit from significantly greater brand name recognition and consumer loyalty than the Company’s products. These factors, as well as demographic trends, economic condi-tions, and discount pricing strategies could result in increased competition and could have an adverse effect on Oriflame’s business, financial condition and results of operations.

envirOnmental and regulatOry risksThe Company is subject to stringent laws and regulations relating to the environment, including air emissions, water discharges, waste management and workplace safety, specifically in those places where the Company’s manufacturing facilities are located. Failure to comply with such laws and regulations could result in fines and other sanctions being imposed and requirements on operational changes to limit pollution emissions and/or decrease the likelihood of accidental hazardous substance releases. Under certain environmental laws, liability for actions at contaminated sites, including buildings and other facilities, is strict, and in some cases, joint and several. Oriflame may be subject to potentially material liabilities relating to the investigation and clean-up of contaminated areas, including groundwater at properties now or formerly owned by, operated or used by Oriflame, and to claims alleging personal injury or damage to natural resources.

As far as Oriflame is aware, all environmental laws and regula-tions are currently complied with. The Company’s new manufac-turing entities in Russia and India are being LEED certified and the Company was recently recognized for its sustainability work when being presented with the “Sustainable Standard Setter” award from the Rainforest Alliance. There is however a risk that Oriflame’s interpretation of applicable laws and regulations may prove to be incorrect, and relevant authorities’ interpretations of such laws and regulations may change, which could have a materi-al adverse effect on Oriflame’s business, financial condition and results of operations. In addition, new laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require Oriflame to incur costs or could become the basis of new or increased liabilities that could have a material adverse effect on Oriflame’s business, financial condition or results of operations.

Oriflame is further, to a certain extent, dependent on obtain-ing and retaining local permits and licenses in order to market and sell its products, specifically within the wellness products segment. Also, direct sales licenses and product registrations are required on some of the markets where the Company operates. As far as Oriflame is aware, Oriflame holds all permits and licenses neces-sary to pursue it business operations as of the date of this Offer Document. There is however a risk that Oriflame may not be able to retain such permits and licenses or that local authorities’ inter-pretations of such laws and regulations may change, which could have a material adverse effect on Oriflame’s business, financial condition and results of operations.

decreasing demandConsumer spending on cosmetic products is closely linked to general economic conditions and the availability of personal discretionary income. Decreased global or regional demand for cosmetic products can be especially pronounced during periods of economic recession or low levels of economic growth. Accord-ingly, companies that compete in the cosmetics products business, including Oriflame, may experience sustained periods of decline in sales and profits during economic downturns. Any material decline in the amount of consumers’ discretionary spending on cosmetics products would have a material adverse effect on Oriflame’s business, financial condition and results of operations.

key persOnnel Oriflame is highly dependent on certain key personnel. The loss of any of the Company’s key employees could hamper Oriflame’s operations and have an adverse effect on its business. To a large extent, Oriflame’s operations will be dependent on Oriflame’s ability to attract and retain highly qualified management person-nel, as well as personnel with expertise in sales. Oriflame faces competition for personnel from other companies. If Oriflame is unsuccessful in its recruitment and retention efforts, Oriflame’s business, financial condition and results of operations will be harmed.

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insuranceHistorically, the Company has maintained insurance at levels determined by the Company to be appropriate in light of the cost of cover and the risk profiles of the business in which the Compa-ny operates. However, Oriflame may not be able to obtain insur-ance that covers losses that are due to external risks, such as acts of terrorism or flooding. In addition, the scope of coverage Oriflame can obtain may be limited as may its ability to obtain coverage at reasonable rates. With respect to losses for which Oriflame is covered by its policies, it may be difficult and may take time to recover such losses from insurers. In addition, Oriflame may not be able to recover the full amount from the insurer. There is a risk that Oriflame’s current insurance coverage is insufficient to cover all potential losses, regardless of the cause, and that appropriate coverage cannot be obtained at commer-cially acceptable rates.

financing riskOriflame is dependent on receiving financing via external credit institutions, both for its current operations and possible future investment opportunities. As per the date of the Offer Docu-ment, the Company has three principal financing arrangements (i) an USD 140 million loan in two series with different maturity (USD 70 million in April 2017 and USD 70 million in April 2020), (ii) an EUR 110 million five-year revolving, multi-currency, commit-ted, credit facility with ING, HSBC Bank, Nordea, Raiffeisen Bank International and SEB (replacing the EUR 330 million five-year revolving credit facility signed on 23 May 2011) and (iii) USD 195 million and EUR 25 million notes, issued in four series with differ-ent maturity (USD 75 million in July 2018, EUR 25 million in July 2018, USD 70 million in July 2021 and USD 50 million in July 2023). The financing arrangements contain a number of operating covenants, including restrictions on subsidiary borrowings, restric-tions on lending and giving guarantees for financial indebtedness, and restrictions on the disposal of material assets as well as a number of financial covenants which include required ratios of consolidated net debt to consolidated EBITDA of the Oriflame Group, consolidated EBITDA to consolidated finance costs and net worth.

The availability of financing depends on such factors as the general availability of capital, Oriflame’s credit rating and the pros-pects of its future business operations. The credit agreements contain certain conditions attached to the Company’s financial position and, to a certain extent, limits the possibility to divest the Company’s assets. As of the date of this Offer Document, the Company fulfils all such conditions and there has not previously been any breach thereof. However, Oriflame may in the future be in breach of these conditions, which could entail that the Compa-ny’s liabilities under such agreements will, entirely or partly, fall due for immediate repayment. In such event, the New Group may fail to acquire additional capital on favourable terms, or at all, which would have a significant material effect on the Company’s financial position.

In addition and to the extent Oriflame is unable to (i) suc-cessfully refinance its current financing as anticipated, (ii) refinance any new financing should the Company wish to do so, and/or (iii) to access capital or other financing markets on acceptable terms, Oriflame may be forced to modify its financing strategy.

credit riskCredit risk is the risk of financial loss to Oriflame if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from Oriflame’s receivables from customers. Due to the nature of the direct sales industry, the Company does not have significant exposure to any individual customer. However, there is a risk that the credit risk increases in the future, which could have an impact on the New Group’s earn-ings and financial position.

liquidity riskOriflame is of the opinion that its current financial position is sound, taking into account the existing working capital and the above-mentioned credit agreements. Should Oriflame’s operating performance deviate from the existing strategic plan, a situation may however arise where Oriflame will need to acquire addition-al capital. There is though a risk that Oriflame – if relevant – may fail to acquire additional capital at favorable terms, or at all.

interest rate and market riskFor the purposes of decreasing the interest risk associated mainly with capital acquired on the U.S. market, the Company has entered into certain hedge arrangements. Also, the Company buys and sells derivatives in the ordinary course of business in order to manage market risks, i.e. the risk that changes in market prices, such as foreign exchange rates or interest rates will affect Oriflame’s income or the value of its holdings of financial instru-ments. However, the measures taken in this regard are often limit-ed in time and may not be sufficient for the intended purpose. Changes in interest rates may therefore have adverse effects on Oriflame’s financial position.

fOreign currency riskGiven Oriflame’s international business operations, Oriflame is exposed to extensive currency risks. Many of the subsidiaries within Oriflame transact business and report their financial results in currencies other than EUR, which is the reporting currency of OCSA and which will also be the reporting currency of OHAG.

Translation exposureTranslation exposure arises due to the financial results and bal-ance sheet positions of operating subsidiaries reported in the respective currencies of their country of incorporation. For pur-poses of preparing the consolidated financial reports of Oriflame, the subsidiaries’ profits and losses and assets and liabilities in the various local currencies are then translated into EUR. Fluctuations in exchange rates against the EUR will give rise to changes in the

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owners’ equity side of the balance sheet of Oriflame. A weakening EUR will result in unrealized translation gains being recorded and, conversely, a strengthening EUR will result in unrealized transla-tion losses being recorded.

Transaction exposureCurrency transaction exposure arises whenever a subsidiary within Oriflame enters into a transaction using a currency other than its operating currency. If the relevant exchange rates move between the date of the transaction and the date of final pay-ment, the resulting currency balance will produce a gain or loss on exchange. Such gains or losses affect Oriflame’s operating profits and net margins. Oriflame currently has a centralized approach towards foreign exchange risk mitigation and transaction expo-sure management, having a hedging policy applied on a consistent basis. Oriflame has further implemented a program to transfer (to the extent possible) the transaction exposure from its operating entities to one of the main group entities to efficiently hedge and monitor the overall transaction exposure under this centralized approach. This has allowed for a more reduced volatility impacting the operating results of Oriflame.

Strategic currency exposureStrategic currency exposure arises in countries which are not part of the European Monetary Union (EMU), or whose curren-cies are not pegged to the EUR. When the exchange rate of the non-EMU currencies fluctuates against the EUR, it affects the gross margin of the subsidiaries in those countries, as approxi-mately 58 percent of the Company’s products in 2014 were sourced in EUR. Oriflame’s objective is to hedge currency trans-action exposure by seeking to match revenues and costs or to match assets and liabilities in the same currency. However, given the geographical diversity of Oriflame’s operations, a significant portion of sales is generated in currencies other than those in which the majority of expenses are incurred. Further, there may not always be suitable hedging transactions available to deal with the remaining risk. Accordingly, there is a risk that Oriflame’s stra-tegic currency exposure may adversely affect Oriflame’s financial position.

Risks related to the Offer and he OHAG sharessHare price and liquidityThe market for securities is very volatile. As an equity investment can both rise and fall in value, it is not certain that an investor will get back the capital invested.

The value of OHAG’s shares may fluctuate in the future, even as a result of events that are not directly linked to Oriflame or to the operations of Oriflame. Therefore there is a risk in respect of the future development of the price of OHAG’s shares. The share price can be negatively affected as a result of market volatility, the possibility of a large number of shares being sold on the market, or as a result of an expectation that such divestment will occur. Sales of shares by major shareholders or executive officers may also make it difficult for Oriflame to obtain capital through new issues of shares or other securities in the future. Furthermore, limited liquidity of OHAG’s shares may increase the fluctuations of the share price. Limited liquidity may also make it difficult for individual shareholders to sell their shares. It is possible that share-holders in OHAG will not be able to sell their share at a price acceptable to the shareholder at every given time.

In addition, the trading market for OHAG’s shares will be influenced by the research reports that research analysts publish about Oriflame or its business. If one or more of these analysts cease coverage of Oriflame’s business or fail to publish reports on Oriflame regularly, Oriflame could lose visibility in the financial markets, which in turn could cause OHAG’s share price or trading volume to decline. Moreover, if one or more of the analysts who cover Oriflame’s business adversely changes their recommenda-tions regarding OHAG’s shares or if Oriflame’s operating results do not meet their expectations, OHAG’s share price could decline.

dividendsOCSA’s dividend policy, as adopted by the board of directors of the Company, entails that OCSA intends to distribute, over the long term and absent changes in the Company’s operations and capital structure, at least 50 percent of the Company’s annual profit after tax. The Company has announced that it will continue to prioritize reducing the net debt during the forthcoming quar-ters and will therefore not distribute any dividends from the second quarter 2015 up until the annual general meeting 2016. OHAG has established a dividend policy, which in all material aspects mirrors OCSA’s dividend policy. OHAG has, however, not yet declared or paid any dividends and OHAG cannot under applicable Swiss rules resolve on any dividends until OHAG’s balance sheet has been established by the annual general meeting in 2016 showing freely available reserves.

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listing Of tHe OHag sHares issued as cOnsider-atiOn fOr sdrs Of OcsaThe shares of OHAG issued as consideration for SDRs of OCSA are expected to be listed on Nasdaq Stockholm around 23 June 2015. There is a risk that the listing of these OHAG shares on Nasdaq Stockholm will be delayed due to that it may take longer than expected to obtain all necessary approvals for a listing from Nasdaq Stockholm and/or relevant authorities. There will be no possibility to trade in these OHAG shares until the listing has been completed.

registratiOn witH twO central securities depOsitariesOHAG’s shares issued as consideration for SDRs of OCSA will be registered with Euroclear Sweden through the central securi-ties depositary in Switzerland, SIX SIS AG, based on a well-estab-lished structure. There is, however, a risk that the registration with two separate central securities depositaries may result in certain logistical and technical difficulties for shareholders whose shares are registered with Euroclear Sweden. Such difficulties may entail disturbances in transferring shares between the two central secu-rities depositaries, receipt of dividends, notices sent through the central securities depositaries and difficulties in exercising share-holder rights at general meeting of OHAG.

pre-emptive subscriptiOn rigHtsCertain shareholders of OHAG following completion of the Offer resident in, or with a registered address in, certain jurisdic-tions other than Switzerland and Sweden, including shareholders resident in the United States, may not be able to exercise their pre-emptive subscription rights in respect of the OHAG shares in any future offerings unless a registration statement, or the equiva-lent thereof under the applicable laws of their respective jurisdic-tions, is prepared with respect to such OHAG shares, or an exemption from any registration or similar requirements under the applicable laws of their respective jurisdictions is available. In such cases, shareholders who cannot exercise their pre-emptive subscription rights may be subject to dilution of their holdings in OHAG. Further, if the number of shareholders that cannot exer-cise their pre-emptive subscription rights is large and the sub-scription rights of such shareholders are sold on the market, this could have an adverse effect on the price of the subscription rights.

sHareHOlders witH significant influenceAf Jochnick BV controls approximately 11.1 percent of the shares of OCSA, Robert and Alexander af Jochnick and family control approximately 9.1 percent of the shares of OCSA and Jonas af Jochnick and family control approximately 7.4 percent of the shares of OCSA.1) Assuming full acceptance of the Offer, these entities and persons will have the corresponding ownership in OHAG. The holdings of the af Jochnick family are divided between different entities and persons, and there are no contractual agree-ments on joint actions between them. Historically, the entities and persons have however often voted and acted in a similar manner as far relates to ownership matters in Oriflame. If the entities and persons act in concert, they may be able to significantly influence matters submitted to a vote of all the shareholders, including that the af Jochnick family may also have the power to prevent a future change of control of OHAG. This may benefit Oriflame, but could also be to the disadvantage of other shareholders that may have different interests than the principal owners.

1) Based on shareholdings as of 31 December 2014.

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On 8 May 2015 OHAG announced an offer to acquire all shares in OCSA (either directly or in the form of SDRs).

The offerOHAG is offering each OCSA shareholder one (1) new OHAG registered share per one (1) OCSA share. The Offer is structured in such a way that each shareholder in OCSA will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer.1) No bid premium is intended. No commission will be charged in respect of settlement of the Offer.

OHAG is a wholly owned newly established subsidiary of OCSA and does not own or control any shares issued by OCSA. As of the date hereof, OCSA holds a total of 1,613,409 treasury shares, carrying no voting rights, corresponding to approximately 2.8 percent of the total number of OCSA shares issued. Neither OHAG nor OCSA has acquired any shares in OCSA during the last six months prior to the announcement of the Offer.

Provided that the Offer is completed, OHAG will become the parent company of OCSA. Through the Offer each shareholder will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer. One new share in OHAG will have the same voting power as one existing share in OCSA. In connection with the completion of the Offer, the shares in OHAG issued as considera-tion for SDRs of OCSA are intended to be listed on Nasdaq Stockholm. Please see also section “Terms and conditions – Listing of the OHAG shares on Nasdaq Stockholm”.

Acceptance periodThe acceptance period of the Offer is expected to commence around 26 May 2015 and end around 15 June 2015. Subject to the Offer being declared unconditional no later than around 18 June 2015, settlement is expected to commence around 23 June 2015. OHAG reserves the right to extend the acceptance period as well as the right to defer the date for settlement.

The shares of OHAG issued as consideration for SDRs of OCSA are expected to be listed on Nasdaq Stockholm around 23 June 2015. For more information, see section “Terms and Conditions”.

Board recommendation and related partiesThe board of directors of OCSA has unanimously recommended that OCSA shareholders accept the Offer, see section “Recom-mendation from the board of directors of OCSA”.

All directors in OCSA have participated in the preparation and decision regarding the Offer and are members of the boards of both OHAG and OCSA. Accordingly, Section III of the Swedish Takeover Rules issued by Nasdaq Stockholm is applicable to the Offer. However, OCSA and OHAG have been granted an exemp-tion from the obligation under Section III of the Swedish Takeover

Rules to obtain a fairness opinion from an independent expert regarding the value of the shares in OCSA and the value of the consideration in the Offer, respectively, and have also been grant-ed exemptions from the rules regarding conflicts of interest for the board members and the requirement that the acceptance period must be not less than four weeks. See Council Statement 2015:07 of the Swedish Securities Council (Sw. Aktiemarknad-snämnden). Relevant conflict of interest rules under Luxembourg law, as applicable, have been complied with as well.

Financial effectsThe Offer will be financed by issuance of new shares in OHAG. OHAG is of the opinion that the Offer will not entail any material financial effects for neither OHAG nor OCSA. The estimated costs relating to the Offer are in the range of EUR 1.9 million. For further information, please refer to section “Description of the New Group and OHAG – Financial effects of the Offer”.

Support from OCSA shareholders and financing of the OfferShareholders representing around 51 percent of the votes in OCSA, including the af Jochnick family, have declared their inten-tion to tender their shares. Since the consideration offered in the Offer consists entirely of new shares in OHAG no financing facili-ties have been arranged for the Offer.

Statement by the Swedish Securities CouncilAs part of the preparations for the Offer, Oriflame has requested a ruling by the Swedish Securities Council on certain matters. This has resulted in Council Statement 2015:07, including, among other things, (i) an exemption to exclude U.S. shareholders from the Offer ; (ii) exemptions as set out under the heading “Board recommendation and related parties” above; (iii) guidance regard-ing the de-listing of the OCSA shares from Nasdaq Stockholm following completion of the Offer ; and (iv) guidance regarding the cross-border merger that OHAG and OCSA intend to carry out following completion of the Offer. For the complete statement by the Council please refer to www.aktiemarknadsnamnden.se.

Governing lawThe Offer as such and its procedure shall be governed by and construed in accordance with the laws of Sweden, whereas all matters company law, when relating to OCSA, shall be dealt with in accordance with Luxembourg law, if any, and all matters relating to company law for OHAG shall be dealt with in accordance with Swiss law, in particular the SCO. The Swedish Takeover Rules issued by Nasdaq Stockholm, and Swedish Securities Council rul-ings regarding the interpretation and application of the Swedish Takeover Rules, apply in relation to the Offer. In accordance with the Swedish Takeover Act, OHAG has undertaken to Nasdaq

The Offer

1) It should be noted that the share capital of OHAG currently amounts to CHF 150,000 with in total 100,000 shares outstanding, all of which are currently owned by OCSA. Treasury shares will have no voting power.

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The

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er

Stockholm to comply with the Swedish Takeover Rules and to submit to any sanctions imposed by Nasdaq Stockholm upon breach of the Swedish Takeover Rules. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Offer and the City Court of Stockholm shall be the court of first instance.

Statutory cross-border merger, compulsory acquisition and de-listing Under Luxembourg and Swiss law, outstanding shares of a subsid-iary may be redeemed through a statutory cross-border merger for consideration in shares of the acquiring company. The proce-dure and applicable disclosure requirements are subject to detailed regulation in Luxembourg and Switzerland. In the event that OHAG, whether in connection with the Offer or otherwise, acquires shares in OCSA representing more than two thirds of the outstanding shares and voting rights of OCSA, OHAG intends to initiate such a merger process with OHAG as the surviving entity (for further information on the potential cross-border merger, please refer to the section “Statutory cross-border merg-er”). In the event that OHAG, at the conclusion of the Offer, has obtained shares in OCSA representing more than 95 percent of the share capital carrying voting rights and the voting rights of OCSA, OHAG may decide to commence a compulsory acquisi-tion (squeeze out) procedure under applicable rules and regula-tions in Luxembourg to acquire all remaining OCSA shares.

In connection with the completion of the Offer, OHAG intends to promote a de-listing of the OCSA SDRs from Nasdaq Stockholm. Following discussions with Nasdaq Stockholm, such a delisting could be carried out with a customary two weeks de-listing period even if OHAG’s shareholding in OCSA following completion of the Offer would be above two thirds of the out-standing shares and voting rights but below 95 percent (which is the holding necessary to be able to commence a compulsory acquisition procedure under applicable rules and regulations in Luxembourg). A prerequisite therefore, however, is that the sub-sequent cross-border merger is initiated as soon as practicable and that OHAG allows for remaining shareholders of OCSA to exchange their holdings up until completion of the cross-border merger on the same terms as in the Offer (settlement to be offered on a biweekly to monthly basis). This has also been approved by the Swedish Securities Council, see Council State-ment 2015:07. As soon as the OCSA shares will be officially delisted from Nasdaq Stockholm, an application will be made with the CSSF and the Bourse de Luxembourg in its capacity as Luxembourg Officially Appointed Mechanism (“OAM”) to have OCSA removed from the official list of issuer of securities for which Luxembourg is the home Member State of pursuant to the Luxembourg law of 11 January 2008 on transparency require-ments for issues of securities, as amended and the OAM contract terminated.

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Oriflame Group is an international beauty company selling direct in more than 60 countries around the world. Through its unique business concept – Make Money Today and Fulfil Your Dreams TomorrowTM – the Company offers a leading business opportunity for people who want to start making money the day they join and work towards fulfilling their personal dreams and ambitions. Oriflame’s wide portfolio of Swedish, nature-inspired, innovative beauty products is marketed through approximately 3 million independent Oriflame consultants, generating annual sales of around EUR 1.3 billion. The product portfolio consists of six categories – Skin Care, Colour Cosmetics, Fragrance, Personal & Hair Care, Accessories and Wellness.

As previously communicated, the board of directors of Oriflame has initiated a process to align Oriflame’s legal structure with its operational structure. This initiative is a consequence of gradually improved operational efficiencies through the implementation of Global Shared Services in the areas of IT, Finance and HR as well as e-Commerce, cash pooling initiatives and inventory risk management, where Oriflame has moved activities, risk, management and functions to Switzerland.

As part of this process, the shareholders unanimously resolved, at the extraordinary general meeting in OCSA on 19 May 2014, to authorize the board of directors in OCSA to take all relevant actions, if and when the board of directors considers this to be appropriate, for the purpose of changing the domicile of Oriflame from Luxembourg to Switzerland, employing a structure that the board of directors considers appropriate, being informed that such change may involve a Swiss company becoming the new listed parent company of the group in replacement of OCSA.

The board of directors of Oriflame is of the opinion that an alignment of the legal structure with the operational changes is appropriate and beneficial to Oriflame and its shareholders. The board of directors has therefore decided to make the Offer and pursue the listing of OHAG as part of the implementation of the new legal structure. Provided that the Offer is completed, OHAG will be the new parent company of the group. Through the Offer each OCSA shareholder will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer. In connection with the completion of the Offer, the shares in OHAG issued as consideration for the SDRs of OCSA are intended to be listed on Nasdaq Stockholm. Oriflame intends to continue to apply the Swedish Code. Following the Offer, as further stated below, Oriflame intends to implement a cross-border merger or a compulso-ry acquisition.

The business operations in OHAG will be conducted in accordance with the same business model, vision, strategy and goals as business operations are currently conducted in OCSA. Oriflame has concentrated its key activities, risks, manage-ment and functions to the corporate offices in Schaffhausen and Fribourg, Switzerland, where the company has been present since the 1970’s. The Offer as such is not expected to entail any changes in OCSA’s current business operations or have any effect on the employment or management in OCSA, but should be viewed merely as a transaction with the purpose of aligning the legal structure with Oriflame’s operations. Oriflame’s gradually improved operational efficiencies may over time impact the terms and places of employment for some of the group’s employees. The operational and legal restructuring as such is not expected to have an impact on Oriflame’s effective tax rate. Further, Oriflame estimates that the Offer will not have any material financial effects for Oriflame.

For further information, please refer to the contents of this Offer Document, which has been prepared by the board of directors of OHAG for the application to admit the OHAG shares issued as consideration for SDRs of OCSA to trading on Nasdaq Stockholm, the Offer made to the shareholders of OCSA in conjunction therewith and for the purpose of the potential subsequent statutory cross-border merger between OHAG and OCSA.

The board of directors of OCSA (whose board members are also directors in OHAG) has participated in the preparation of the description of OCSA on pages 51–73 in this Offer Document.

Apart from what is set forth above, the board of directors of OHAG is responsible for the contents of this Offer Document. Assurance is hereby given that the board of directors has undertaken all reasonable measures to ensure that, to the board of directors knowledge, the information in this Offer Document complies with the actual circumstances and that no information has been omitted that could affect its meaning.

Schaffhausen, 22 May 2015

Oriflame holding AGThe board of directors

Background and reasons

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This press release may not be published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. The Offer is not being made to, nor will any tenders be accepted from, holders in such jurisdictions or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish and Swiss law.

Press release 8 May 2015

Recommendation by the Board of Directors of Oriflame Cosmetics S.A. in relation to Oriflame Holding AG’s

share-for-share exchange offer

Background and summary As previously communicated, Oriflame is streamlining its legal structure, including changing the domicile of Oriflame from Luxembourg to Switzerland. Against this background, Oriflame Holding AG (“OHAG”), a wholly owned subsidiary of Oriflame Cosmetics S.A. (“OCSA”), today announced an offer to acquire all shares of OCSA (either directly or in the form of Swedish depositary receipts; together referred to as the “shares”) in exchange for one (1) OHAG share per OCSA share (the “Offer”). OCSA’s Swedish depositary receipts are traded on the main market of Nasdaq Stockholm. The Offer is structured in such a way that each shareholder in Oriflame will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer. Operations of Oriflame are expected to continue in accordance with the same business model, vision, strategy and goals as today. The operational and legal restructuring is not expected to have an impact on Oriflame’s effective tax rate or any material financial effects for Oriflame. The new shares in OHAG issued as consideration for the Swedish depositary receipts of OCSA are expected to be listed on Nasdaq Stockholm and the group intends to continue to apply the Swedish Corporate Governance Code (Sw. Svensk kod för bolagsstyrning). The Offer OHAG is offering each OSCA shareholder one (1) new OHAG share per OCSA share. No bid premium is intended. Provided that the Offer is completed, OHAG will become the parent company of OCSA and, effectively, Oriflame changes its domicile from Luxembourg to Switzerland. Through the Offer each shareholder will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer. One new share in OHAG will have the same voting power as one existing share in OCSA. In connection with the Offer, OHAG has initiated preparations for a listing of its shares on Nasdaq Stockholm, and subject to the conditions to completion of the Offer being satisfied, the shares of OHAG are expected to be listed on Nasdaq Stockholm around 23 June 2015. The acceptance period of the Offer is expected to commence around 26 May 2015 and to expire around 15 June 2015. Shareholders together holding approximately 51 percent of the votes in OCSA, including the af Jochnick family, have declared their intention to tender their shares. The Offer is inter alia conditional upon OHAG becoming the owner of outstanding OCSA shares carrying voting rights representing more than two-thirds of the outstanding shares of OCSA carrying voting rights.

Recommendation from the board of directors of OCSA

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All directors are members of the boards of both OHAG and OCSA and therefore this recommendation is not formally made pursuant to Section II.19 of the Swedish Takeover Rules issued by Nasdaq Stockholm. Section III of the Swedish Takeover Rules is applicable to the Offer. However, OCSA and OHAG have been granted an exemption from the obligation under Section III of the Swedish Takeover Rules to obtain a fairness opinion from an independent expert regarding the value of the shares in OCSA and the value of the consideration in the Offer, respectively, and have also received exemptions from the rules regarding conflicts of interest for the board members and the requirement that the acceptance period must be not less than four weeks. See Council Statement 2015:07 of the Swedish Securities Council (Sw. Aktiemarknadsnämnden). The Board of Directors’ recommendation The board of directors of OCSA is of the opinion that an alignment of the legal structure with the operational changes is appropriate and beneficial to Oriflame and its shareholders. The process to align Oriflame’s legal structure with its operational structure has been made as a consequence of gradually improved operational efficiencies through the implementation of Global Shared Services in the areas of IT, Finance and HR as well as e-Commerce, cash pooling initiatives and inventory risk management, where Oriflame has moved activities, risk, management and functions to Switzerland. The business operations in OHAG will be conducted in accordance with the same business model, vision, strategy and goals as business operations are currently conducted in OCSA. Oriflame has concentrated its key activities, risks, management and functions to the corporate offices in Schaffhausen and Fribourg, Switzerland, where the company has been present since the 1970 ’s. The Offer as such is not expected to entail any changes in OCSA’s current business operations or have any effect on the employment or management in OCSA, but should be viewed merely as a transaction with the purpose of aligning the legal structure with Oriflame’s operations. Oriflame’s gradually improved operational efficiencies may over time impact the terms and places of employment for some of the group’s employees. The operational and legal restructuring as such is not expected to have an impact on Oriflame’s effective tax rate. Further, Oriflame estimates that the Offer will not have any material financial effects for Oriflame. The group intends to continue to apply the Swedish Corporate Governance Code. The board’s opinion is based on a joint assessment of factors that the board has considered relevant in relation to the evaluation of the Offer, including the above mentioned factors. These factors include but are not limited to the group’s present position, the expected future development of the group and thereto related possibilities and risks. Based on the above, the board of directors unanimously recommends OCSA’s shareholders to accept OHAG’s share-for-share exchange offer. This recommendation shall in all aspects be governed by and interpreted in accordance with Swedish law. Any disputes relating to or arising in connection with this recommendation shall be settled exclusively by Swedish courts.

Luxembourg, 8 May 2015

Oriflame Cosmetics S.A. The Board of Directors

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Further information For further information, please contact: Gabriel Bennet, CFO +41 798 263 713 Johanna Palm, Senior Director Investor Relations & Finance Projects +46 765 422 672 Pontus Andreasson, Senior Director Advisory Counsel +41 798 745 121 For further information, see www.oriflame.com. This press release was submitted for publication on 8 May 2015 at 6:45 (CET). Brief description of Oriflame 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 Luxembourg company group with corporate offices in Luxembourg and Switzerland. Oriflame Cosmetics S.A. is listed on the Nasdaq Stockholm Exchange. Important information This is a translation of the Swedish language announcement. In the event of any discrepancies, the Swedish version shall prevail. Neither this press release nor any other offering or marketing material relating to the Offer constitutes a prospectus as such term is understood pursuant to Article 652a and/or Article 1156 of the Swiss Code of Obligations. The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish and Swiss law. This press release and any documentation relating to the Offer are not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by OHAG. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. This press release is not an offer for sale of securities in the United States of America; securities may not be offered or sold in the United States of America absent registration or an exemption from registration; the Offer will not be registered in the United States of America. Accordingly, this press release and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. Accordingly, OHAG will not deliver any consideration under the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the

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United States of America must not forward this press release or any other document received in connection with the Offer to such persons. Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of OHAG and OCSA. Any such forward-looking statements speak only as of the date on which they are made and OHAG and OCSA have no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

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The OfferOHAG is offering each OCSA shareholder one (1) new OHAG share per one (1) OCSA share.

The acceptance period for the Offer runs from 26 May 2015 up to and including 15 June 2015, at 17.00 CET.

No commission fees will be charged in connection with the Offer.

Conditions for the OfferCompletion of the Offer is conditional upon:

1. the Offer being accepted to such an extent that OHAG becomes the owner of outstanding OCSA shares carrying voting rights representing more than two-thirds of the outstanding shares of OCSA carrying voting rights;

2. OHAG receiving all necessary clearances, approvals and decisions for admission to trading on Nasdaq Stockholm;

3. neither the Offer nor the acquisition of OCSA being ren-dered partially or wholly impossible or significantly impeded as a result of legislation or other regulation, any decision of court or public authority, or any similar circumstance, which is actual or can reasonably be anticipated, and which OHAG could not reasonably have foreseen at the time of announce-ment of the Offer ; and

4. all necessary regulatory, governmental or similar clearances, approvals and decisions for the Offer and the acquisition of OCSA having been obtained, in each case on terms that, in OHAG’s opinion, are acceptable.

OHAG reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or can-not be satisfied. However, with regard to conditions 2–4, the Offer may only be withdrawn provided that the non-satisfaction of such condition is of material importance to OHAG’s acquisition of OCSA.

OHAG reserves the right to waive, in whole or in part, one or several of the conditions 2–4 above. OHAG does not reserve such right with respect to condition 1 above and will, accordingly, not complete the Offer at a lower level of acceptance than set out in that condition.

Offer Document and acceptance forms An information brochure and a pre-printed acceptance form are distributed to all SDR holders in OCSA that are directly regis-tered with Euroclear Sweden as at 22 May 2015.

This Offer Document can be obtained from OHAG and SEB, see below for contact details. The Offer Document and blank acceptance forms for tendering SDRs can also be downloaded in

electronic form from OHAG’s website (www.oriflame.com) and from SEB’s website for prospectuses (www.sebgroup.com/pro-spectuses). Blank acceptance forms for tendering non-SDR repre-sented OCSA shares or OCSA bearer shares can be obtained from OHAG and Wildgen, see contact information below and in section “Addresses”.

Instructions for acceptance of the Offer/ Procedure for tendering the shares/SDRs of OCSAFor those oCsA shAres held in the Form oF sdrsDirectly registered SDR holdingsHolders of SDRs in OCSA whose holdings are directly registered with Euroclear Sweden and who wish to accept the Offer must during the period beginning 26 May 2015 up to and including 15 June 2015 at 17.00 CET, sign and submit a duly completed accept-ance form to:

SEB Emissioner R B6 SE-106 40 StockholmSweden

The acceptance form must be sent by mail, preferably in the pre-paid envelope enclosed to the sent out acceptance form, well in advance of the last day of the acceptance period in order to be received by SEB Emissioner no later than 17.00 ceT on 15 June 2015. The acceptance form can also be delivered to bank offices or other securities institutions in Sweden to be forwarded to SEB Emissioner.

The securities account and the current number of shares held in OCSA are pre-printed on the acceptance form which has been sent out to all directly registered SDR holders in OCSA. SDR holders should verify that the pre-printed information on the acceptance form is correct.

Note that incorrect or incorrectly completed acceptance forms and/or forms received later than 15 June 2015 and/or which would give rise to serious concerns as to their genuineness or authenticity, may be disregarded by SEB, on a discretionary basis, and that SEB will not bear any liability in this regard. In case more than one acceptance form is submitted by the same SDR holder, SEB reserves the right to only consider one of the acceptance forms.

Nominee-registered SDR holdingsHolders of SDRs in OCSA whose holdings are registered in the name of a nominee, i.e. a bank or other nominee, will receive an information brochure, but not the Offer Document or any pre-printed acceptance form. Such SDR holders are instead requested to contact their nominee in order to obtain a copy of the Offer Document. Applications must be made in accordance with instructions received by the nominee.

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Pledged SDRsIf SDRs in OCSA that are to be tendered in the Offer are pledged in the Euroclear system, both the SDR holders and the pledgee must sign the acceptance form and confirm that the pledge will be terminated if the Offer is completed. The pledge on the relevant SDRs in OCSA must be de-registered in the Euroclear system at the time of delivery of the SDRs to OHAG.

For those oCsA shAres held in the Form oF registered shAres but not registered As sdrs with euroCleAr sweden (the “non-sdr represented shAres”)Shareholders in OCSA whose holdings are not registered as SDRs with Euroclear Sweden but in the share register held by the Company (the “Share Register” and the “Non-SDR Represented Shareholders” and each, a “Non-SDR Represented Shareholder”), and who wish to accept the Offer, must during the period begin-ning 26 May 2015 up to and including 15 June 2015 at 17.00 CET, sign and submit a duly completed separate acceptance form to:

Wildgen, Partners in Law (“Wildgen”, which term includes any and all lawyers, employees and/or other officers working within this law firm)

To the attention of Mrs. Mevlüde-Aysun Tokbag and Mr. Yann Payen

69, boulevard de la PétrusseL-2320 LuxembourgGrand-Duchy of Luxembourg

The acceptance form must be sent by mail, preferably by regis-tered mail with acknowledgement of receipt, well in advance of the last day of the acceptance period in order to be received by Wildgen no later than 17.00 ceT on 15 June 2015.

The current number of Non-SDR Represented Shares held by each Non-SDR Represented Shareholder as of 22 May 2015 is pre-printed on the acceptance form which has been sent out to all directly registered Non-SDR Represented Shareholders as recorded in the Share Register as of 22 May 2015. Non-SDR Represented Shareholders should verify that the pre-printed information on the acceptance form is correct. Blank acceptance forms for tendering Non-SDR Represented Shares can be obtained from OHAG and Wildgen.

Note that incorrect or incorrectly completed acceptance forms, and/or forms received later than 15 June 2015 and/or which would give rise to serious concerns as to their genuineness or authenticity, may be disregarded by Wildgen, on a discretionary basis, and that Wildgen will not bear any liability in this regard. In case more than one acceptance form is submitted by the same Non-SDR Represent-ed Shareholder, Wildgen reserves the right to only consider one of the acceptance forms.

Nominee-registered holdingsShareholders in OCSA whose Non-SDR Represented Shares are registered in the Share Register in the name of a nominee, i.e. a bank or other nominee, will receive neither the Offer Document nor a pre-printed acceptance form. Such shareholders are instead requested to contact their nominee in order to obtain a copy of the Offer Document. Applications must be made in accordance with instructions received by the nominee.

Shares subject to beneficial ownershipIf the Non-SDR Represented Shares that are to be tendered in the Offer are subject to beneficial ownership, both the bare legal owner(s) and the beneficial owner(s) must sign the same acceptance form.

Pledged sharesIf the Non-SDR Represented Shares that are to be tendered in the Offer are pledged and that such pledge is duly reflected, recorded and/or acknowledged in the Share Register, both the pledging shareholder and the pledgee must sign the acceptance form and irrevocably and unconditionally confirm that the pledge will be terminated/released if the Offer is completed. The pledge on the relevant shares in OCSA shall therefore be released at the time of delivery of the shares to OHAG.

If the Non-SDR Represented Shares that are to be tendered in the Offer are encumbered in any other manner or subject to any other right to follow, security interest, or any other right, claim or interest benefiting a third party, then all beneficiaries of these rights, titles, claims or interests in the shares must sign the accept-ance form and irrevocably and unconditionally waive all rights, titles, claims, securities, receivables or interests in these shares.

For those oCsA shAres held in the Form oF beArer shAres (the “beArer shAres”)Holders of Bearer Shares (the “Bearer Shareholders” and each, a “Bearer Shareholder”) who wish to accept the Offer must during the period beginning 26 May 2015 up to and including 15 June 2015 at 17.00 CET, sign and submit a duly completed separate acceptance form to Wildgen at the address set out above. Blank acceptance forms for tendering Bearer Shares can be obtained from OHAG and Wildgen at the address set out in section “Addresses” below. Bearer Shareholders shall also deliver the share certificates of the Bearer Shares (the “Certificates” and individually, a “Certificate”) in original to Wildgen, in case (i) such Certificate(s) has/have not yet been deposited with Mr. François Brouxel, Avocat à la Cour at Wildgen, Partners in Law, with pro-fessional address at 69 bld. de la Pétrusse, L-2320 Luxembourg - Grand-Duchy of Luxembourg, being the deposit agent appointed by Oriflame Cosmetics S.A. (the “Deposit Agent”) in accordance with the law of 28 July 2014 concerning the compulsory deposit

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and immobilization of shares and units in bearer form (the “Law of 28 July 2014”), and (ii) the holder(s) of the corresponding Bearer Shares has/have not yet been recorded in the bearer share register of the company (the “Bearer Share Register”) drawn-up accordingly.1)The acceptance form must be sent, together with the Certificate in original (where relevant), by registered mail with acknowledgement of receipt at Wildgen’s attention, well in advance of the last day of the acceptance period in order to be received by Wildgen no later than 17.00 CET on 15 June 2015.

Note that incorrect or incorrectly completed acceptance forms, acceptance forms not accompanied by a Certificate and/or forms and/or Certificates received later than 15 June 2015 and/or which would give rise to serious concerns as to their genuineness or authen-ticity, may be disregarded by Wildgen, on a discretionary basis, and that Wildgen will not bear any liability in this regard.

shAreholders resident in CertAin exCluded jurisdiCtionsThe Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America or to persons whose participation in the Offer requires that any addi-tional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish or Swiss law. This Offer Document and any documenta-tion relating to the Offer is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or the Offer would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by OHAG. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded and OHAG will not deliver any consideration under the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States of America.

Confirmation of acceptanceFor those oCsA shAres held in the Form oF sdrsAfter SEB Emissioner has received and registered the duly com-pleted acceptance form, the SDRs in OCSA will be transferred to a newly opened, blocked securities account (Sw. apportkonto) in the relevant owner’s name. In connection therewith, Euroclear Sweden will send a notification (“VP-notice”) showing the num-ber of SDRs in OCSA that have been removed from the original securities account and a VP-notice showing the number of SDRs in OCSA that have been entered in the newly opened blocked

securities account. Notification to holders of SDRs whose hold-ings are nominee-registered will take place in accordance with the respective practices of each such nominee.

For those oCsA shAres held in the Form oF non-sdr represented shAresAfter Wildgen has received and registered the duly completed acceptance form, the Non-SDR Represented Shares which have been tendered will be blocked until the end of the acceptance period of the Offer and it will not be possible for the Non-SDR Represented Shareholders to administer these Non-SDR Repre-sented Shares (i.e. they will not be able to sell, pledge or other-wise encumber the Non-SDR Represented Shares covered by the acceptance forms).

The ownership of the Non-SDR Represented Shares that are validly tendered during the period for acceptance of the Offer will be transferred to OHAG only if the Offer is completed through the registration of OHAG in the Share Register in accordance with relevant provisions of the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time (the “Luxembourg Company Law”). Following such registration and transfer of the Non-SDR Represented Shares to OHAG, the Non-SDR Represented Shareholders will receive confirmation from Oriflame of their ownership in OHAG which will be sent to the address provided by such shareholder in the acceptance form

.For those oCsA shAres held in the Form oF beArer shAresAfter Wildgen has received and registered the duly completed acceptance form together with the corresponding Certificates in original (where relevant) it will not be possible for the Bearer Shareholders to administer these Bearer Shares (i.e. they will not be able to sell, pledge or otherwise encumber the Bearer Shares covered by the acceptance forms).

The ownership of Bearer Shares that are validly tendered during the period for acceptance of the Offer will be transferred to OHAG only if the Offer is completed, through the registration of OHAG in the Bearer Share Register in accordance with rele-vant provisions of the Law of 28 July 2014 and the Luxembourg Company Law while the Certificates in original will (continue to) be immobilized with the Deposit Agent. Following such registra-tion and transfer of the Bearer Shares to OHAG, the Bearer Shareholders will receive confirmation from Oriflame of their ownership in OHAG which will be sent to the address provided by such shareholder in the acceptance form.

1) Pursuant to the entry into force of the Law of 28 July 2014, holders of Bearer Shares have indeed to deposit those shares with the Deposit Agent, for identification purposes. By returning the acceptance form duly completed and signed together with the Certificate(s) to Wildgen, the holder of the Bearer Shares in OCSA expressly accepts that the Bearer Shares be deposited and immobilized at the same time with the Deposit Agent and that all information pertaining to his/her identification be recorded in the Bearer Share Register in accordance with the Law of 28 July 2014. For those holders of Bearer Shares having already deposited their Bearer Shares with the Deposit Agent, only the acceptance form shall be returned to Wildgen, once duly completed and signed.

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Right to withdraw acceptanceAll shareholders in OCSA have the right to withdraw their acceptance of the Offer. To be valid, such withdrawal must have been received in writing by SEB Emissioner (in respect of ten-dered SDRs) (address provided above) or Wildgen (in respect of Non-SDR Represented Shares or Bearer Shares) (address pro-vided above), respectively, before OHAG has announced that the conditions for the Offer have been satisfied or, if such announce-ment has not been made during the acceptance period, not later than 17.00 CET on the last day of the acceptance period.

If any conditions to the Offer, which OHAG has reserved the right to waive, remain during an extension of the Offer, the right to withdraw acceptances will apply in the same manner through-out any such extension of the Offer.

Shareholders of OCSA holding nominee-registered SDRs or shares wishing to withdraw their acceptance shall do so in accordance with instructions from the nominee.

SettlementSettlement will be initiated as soon as OHAG has announced that the conditions for the Offer have been satisfied or that OHAG has otherwise decided to complete the Offer. Provided that such announcement takes place on or around 18 June 2015, settle-ment is expected to be initiated around 23 June 2015.

In the course of a capital increase of OHAG, OHAG will acquire (a) from SEB, acting as exchange agent, in the name and for the account of the holders of SDRs, who have by 15 June 2015 accepted the Offer, the relevant SDRs in exchange for the respective number of OHAG shares and (ii) from Wildgen, acting as exchange agent in the name and for the account of the holders of Non-SDR Represented Shares and Bearer Shares, who have by 15 June 2014 accepted the Offer, the relevant Non-SDR Repre-sented Shares and Bearer Shares in exchange for the number OHAG shares.

Settlement will be arranged by distribution of transaction notes/confirmation of title to those who have accepted the Offer. If the holding is registered in the name of a nominee, settlement will be provided for by the nominee. Please see also section “Terms and conditions – Listing of the OHAG shares on Nasdaq Stockholm”.

For those oCsA shAres held in the Form oF sdrsFor SDR holders who will receive OHAG shares in the Offer, the newly issued OHAG shares will be delivered to the securities account indicated on the acceptance form. The SDR holders of OCSA who have accepted the Offer will in connection thereto receive a VP-notice showing the number of OHAG shares that have been entered on the securities account. Holders of SDRs in OCSA accepting the Offer authorize and direct SEB to subscribe on their behalf for the new OHAG shares and to deliver their SDRs of OCSA to OHAG in accordance with the terms and con-ditions for the Offer in exchange for OHAG shares as further provided by the SCO.

In connection with the settlement of OHAG shares as set out above, the SDRs in OCSA will be removed from the blocked securities account, which then will be terminated. No VP-notice evidencing the removal from the blocked securities account will be sent.

For those oCsA shAres held in the Form oF non-sdr represented shAres And beArer shAresBy accepting the Offer and completing the relevant acceptance forms, the Non-SDR Represented Shareholders and the Bearer Shareholders unconditionally instruct a representative of Wildgen (as exchange agent) to deliver their shares in OCSA to OHAG and to represent them for the purposes of the subscription of the shares in OHAG and the contribution to be completed in accord-ance with the terms and conditions of the Offer and as further provided by the SCO. Upon completion of the Offer, the Non-SDR Represented Shareholders and Bearer Shareholders having validly tendered their shares in OCSA in the Offer, shall receive a confirmation from OHAG of their registration as shareholders in OHAG.

Right to extend the Offer, etc.OHAG reserves the right to extend the acceptance period, as well as to postpone the settlement date. A notice of any such extension or postponement will be announced by OHAG by means of a press release in accordance with applicable rules and regulations.

Listing of the OHAG shares on Nasdaq StockholmNasdaq Stockholm’s Listing Committee decided on 19 May 2015 to admit OHAG to trading on Nasdaq Stockholm provided that, inter alia, the dispersion requirements in respect of the Compa-ny’s shares are fulfilled not later than the first day of trading.

Trading of the OHAG shares issued as consideration for SDRs of OCSA is expected to begin on or about 23 June 2015. Trading is subject to OHAG having announced that the condi-tions for the Offer have been satisfied or otherwise decided to complete the Offer by such date. OHAG shares settled through Euroclear Sweden will be traded on Nasdaq Stockholm. OHAG shares issued as consideration for tendered SDRs of OCSA will be registered with Euroclear Sweden, through SIX SIS. OHAG shares issued as consideration for tendered Non-SDR Represent-ed Shares or Bearer Shares of OCSA will not be registered with Euroclear Sweden but only with OHAG. Following the initial reg-istration of OHAG shares with Euroclear Sweden, and upon request from the holders of shares of OHAG, OHAG shares may be registered and deregistered with Euroclear Sweden through cross-border settlement instructions processed through SIX SIS and Euroclear Sweden via the relevant account operator in Swe-den. Any costs and fees charged by the accounts operators, as applicable, for administration of such registrations between the

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Euroclear and the SIX SIS systems shall be borne by the respec-tive holders.

The trading symbol of the OHAG shares on Nasdaq Stock-holm will be ORIF for the time until OCSA has been delisted from Nasdaq Stockholm and ORI for the time after OCSA has been delisted from Nasdaq Stockholm. The ISIN code for the OHAG shares will be CH0256424794.

Right to dividendThe OHAG shares issued as consideration in the Offer carry the right to dividend for the first time on the record date for a distri-bution that occurs closest after the issuance. OHAG has not yet declared or paid any dividends and OHAG cannot under applica-ble Swiss rules resolve on any dividends until OHAG’s balance sheet has been established by the annual general meeting in 2016 showing freely available reserves.

Any dividend is distributed according to the resolution of the general meeting of OHAG. For shares registered in the Euroclear Sweden system this is handled by Euroclear Sweden or in the case of nominee-registered holdings, in accordance with the prac-tices of each nominee, and otherwise by OHAG. Any future divi-dend is expected to be resolved and distributed in EUR. Share-holders registered in the shareholders’ register maintained by Euroclear Sweden as of the record date of the dividend, and that have income/cash accounts (Sw. avkastningskonton) eligible for EUR payments, linked to the securities accounts, will receive the dividends in EUR and otherwise in SEK.

Statutory cross-border merger, compulsory acquisition and de-listingUnder Luxembourg and Swiss law, outstanding shares of a subsid-iary may be redeemed through a statutory cross-border merger for consideration in shares from the parent company. The proce-dure and applicable disclosure requirements are subject to detailed regulation in Luxembourg and Switzerland. In the event that OHAG, whether in connection with the Offer or otherwise, acquires shares in OCSA representing more than two thirds of the outstanding shares and voting rights of OCSA, OHAG intends to initiate a statutory cross-border merger with OHAG as the surviving entity.

In the event that OHAG, at the completion of the Offer, has obtained shares in OCSA representing more than 95 percent of the share capital carrying voting rights and the voting rights of OCSA, OHAG may decide to commence a compulsory acquisi-tion (squeeze out) procedure under applicable rules and regula-tions in Luxembourg, to acquire all remaining OCSA shares (for further information on the potential cross-border merger, please refer to the section “Statutory cross-border merger”).

In connection with completion of the Offer, OHAG intends to promote a de-listing of the OCSA SDRs from Nasdaq Stock-

holm. Following discussions with Nasdaq Stockholm, such a delist-ing could be carried out with a customary two weeks de-listing period even if OHAG’s shareholding in OCSA following comple-tion of the Offer would be above two thirds of the outstanding shares but below 95 percent (which is the holding necessary to be able to commence a compulsory acquisition procedure under applicable rules and regulations in Luxembourg). A prerequisite therefore, however, is that the subsequent cross-border merger is initiated as soon as practicable and that OHAG allows for remain-ing shareholders of OCSA to exchange their holdings up until completion of the cross-border merger on the same terms as in the Offer (settlement to be offered on a biweekly to monthly basis). This has also been approved by the Swedish Securities Council, see Council Statement 2015:07. As soon as the OCSA shares will be officially delisted from Nasdaq Stockholm, an appli-cation will be made with the CSSF (the Luxembourg financial supervisory authority) and to the Bourse de Luxembourg acting in its capacity as Luxembourg OAM to have OCSA removed from the official list of issuer of securities for which Luxembourg is the home Member State of pursuant to the Luxembourg law of 11 January 2008 on transparency requirements for issues of secu-rities, as amended and the OAM contract terminated.

Other informationSEB acts as settlement agent in relation to the Offer, which means that it performs certain administrative services relating to the Offer. This does not mean that a person who accepts the Offer (the “Participant”) will be automatically regarded as customer of SEB. A Participant who accepts the Offer will be regarded as cus-tomer only if SEB has provided advice to the Participant or has otherwise contacted the Participant personally regarding the Offer, or if the Participant has accepted the Offer via SEB’s branches, Internet bank or telephone bank. If the Participant is not regarded as customer, the rules regarding the protection of inves-tors pursuant to the Swedish Securities Market Act (Sw. lag (2007:528) om värdepappersmarknaden) will not be applicable to the acceptance. This means, inter alia, that neither customer cate-gorization nor the appropriateness test will be performed with respect to the Offer. Each individual Participant is therefore responsible for ensuring that it has sufficient experience and knowledge to understand the risks associated with the Offer.

Questions regarding the OfferFor questions regarding the acceptance form, which has been dis-tributed to directly registered SDR holders, please contact SEB Emissioner on telephone number +46 8 639 27 50. Holders of Non-SDR Represented Shares and Bearer Shares may contact Wildgen, via email at oriflame@wildgen.lu. Information is also available at Oriflame’s website (www.oriflame.com) and at SEB’s website for prospectuses (www.sebgroup.com/prospectuses).

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GeneralFollowing the completion of the Offer, it is intended that OCSA will merge into OHAG by way of a cross-border merger by absorption subject to Swiss and Luxembourg laws whereby all assets and liabilities of OCSA will be transferred to OHAG by way of universal succession (the “Universal Succession”), while OCSA will be dissolved without liquidation (the “Merger”). This means that the statutory requirements which are otherwise appli-cable for a valid transfer of the various assets and liabilities com-prising the business do not have to be complied with as a princi-ple. OHAG will as part of the Merger issue new shares to OCSA shareholders in consideration for the cancellation of OCSA shares. In the context of the Merger, OHAG will increase the share capital to the extent necessary to protect the rights of OCSA shareholders.

Proposed exchange ratio of the MergerThe exchange ratio – which determines the number of shares in OHAG that OCSA shareholders will receive under the Merger – is one OHAG share for each OCSA share. The OCSA sharehold-ers will receive one fully paid-up registered share, each with a nominal value of CHF 1.50, for every OCSA share. The nominal value of the new shares in OHAG will be fully paid-up. No cash consideration is intended to be paid to the remaining OCSA shareholders as a result of the Merger.

Applicable rules to the MergerUnder Luxembourg law, cross-border mergers are governed by articles 257 and seq of the Luxembourg Company Law according to which a Luxembourg public limited liability company (société anonyme) may enter into a merger with a foreign company pro-vided that the national law of this foreign company does not pro-hibit such transaction and such foreign company complies with the formalities and national law by which it is governed.

According to article 163a of the Swiss Federal Act on Interna-tional Private Law (the “IPL”) a Swiss company may merge with a foreign company if the law applicable to the foreign company, i.e. the Luxembourg law, permits such merger and the conditions required by such law are satisfied. Apart from that, a merger shall be governed by Swiss law.

Under Swiss law, cross-border mergers are governed by arti-cle 3 et seq. of the Swiss Federal Act on Merger, Demerger, Con-version and Transfer of Liabilities (the “SMA”) and by articles 163a, 163c and 164 IPL. In addition to the feasibility of the Merger by the law applicable to the foreign company, i.e. the Luxembourg law, the mandatory requirements of that law must be considered besides the requirements according to Swiss law.

Steps for the Mergerthe merger Agreement (projet de Fusion)For the purpose of the Merger, OCSA and OHAG (the “Merging Companies”) will first have to prepare and enter into a merger agreement (the “Merger Agreement”), which shall mainly contain:(a) the registered name, the registered office and the legal form

of the merging companies;(b) the share exchange ratio for OCSA shares and, if applicable,

the amount of cash compensation (solute); (c) the manner in which the exchange of shares will be made as

well as the terms for the delivery of the shares in OHAG; (d) the point in time as of which the new OHAG shares confer

an entitlement to a part of the profits, as well as all details of this entitlement;

(e) the date as of which the activities of OCSA are regarded and are to be treated as being carried out on account of OHAG;

(f) any special advantages granted to members of the administra-tive, management, supervisory or control bodies of OCSA and OHAG;

(g) a description of the likely repercussion of the Merger on employment;

(h) where appropriate, information of the procedures by which arrangements for the involvement of employees are deter-mined;

(i) information on the valuation of the assets and liabilities which are transferred to OHAG; and

(j) the date of the Merging Companies financial statements used to establish the conditions of the Merger.

The articles of association of OHAG together with the balance sheets of OCSA and OHAG (the “Balance Sheets”) will be annexed to the Merger Agreement. If the Balance Sheets were issued more than six months earlier than the date of execution of the Merger Agreement or if, since the issue of these balances sheets, important changes have occurred in the assets and liabili-ties of the Merging Companies, the companies will each have to prepare an updated interim balance sheet.

The Merger Agreement will be in writing and must be concluded between the Merging Companies. From a Swiss law perspective there is no need to issue a public deed containing the Merger Agreement.

The Merger Agreement will be published in the Luxembourg Memorial, Recueil des sociétés et des associations and in the Swiss Official Gazette of Commerce at least one month before the holding of the general meetings of the Merging Companies approving the Merger.

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GerThe publication will additionally contain the following items:

a) the legal form, the corporate denomination and the registered office of the Merging Companies;

b) the trade and companies register where the corporate documents have been filed; and

c) an indication for each of the Merging Companies of the arrangements made for the exercise of creditor’s rights of these companies along with the address at which such exhaustive information may be obtained (free of charge).

written report oF the boArd oF direCtorsThe board of directors of both OHAG and OCSA will prepare a written report about the Merger (the “Merger Report”), in which, among others, the following will be explained and substantiated in legal and business terms:a) the purpose and the consequences of the Merger; b) the terms of the Merger Agreement; c) the share exchange ratio for OCSA shares; d) special considerations regarding the valuation of participation

rights in view of the determination of the exchange ratio;e) the amount of the capital increase of OHAG;f) the consequences of the Merger on the employees of the

Merging Companies as well as reference to the content of a redundancy program, if any;

g) the consequences of the Merger on the creditors of the Merging Companies; and

h) references to administrative permits granted or still pending, if any.

report oF A speCiAlly quAliFied AuditorThe Merging Companies will have the Merger Agreement, the Merger Report and the Balance Sheets on which the Merger is based, verified by a specially qualified auditor.

The auditor will set out a written verification report (the “Verification Report”), among others:a) whether the planned capital increase of OHAG is sufficient

for the protection of the rights of the OCSA shareholders; b) whether the exchange ratio for the OCSA shares is

reasonable; c) how the exchange ratio has been determined and why the

method applied is considered appropriate; d) the relative importance, if any, of the various methods applied

for the determination of the exchange ratio; and e) which special considerations had to be taken into account in

respect of the determination of the exchange ratio.

doCuments mAde AvAilAble to the shAre-holders oF the merging CompAniesEach of the Merging Companies will, at its registered office and 30 days before the general meeting is held, allow its shareholders to inspect and get copy of the following documents:a) the Merger Agreement; b) the Merger Report; c) the Verification Report; and d) the annual financial statements and annual reports of the last

three business years as well as the interim Balance Sheets, if any.

As far as OCSA is concerned, it may be exempted from the requirement to make the documents referred above available at its registered office if, for a continuous period beginning at least one (1) month before the day fixed for the general meeting which is to decide on the Merger Agreement and ending not ear-lier that the conclusion of that meeting, it makes them available on its website.

deCision oF shAreholders oF the merging Com-pAniesThe Merger Agreement shall be approved by the general meeting of both OCSA and OHAG, for both Merging Companies, to be held in front of a notary and the merger resolutions shall be certi-fied by such.

In case of OHAG, a qualified majority of at least two thirds of the votes represented at the general general meeting and the absolute majority of the nominal value of the shares represented at the general meeting will required to pass the respective resolu-tions.

With respect to OCSA, such Merger resolutions require presence quorum of 50 percent of the share capital entitled to vote and majority of two-thirds of the votes cast to be validly passed.

AdditionAl doCumentsAdditional to the requirements described above, for an absorp-tion the following documents need to be filed with the Swiss reg-ister of commerce according to Art. 146 para. 1 of the Swiss Commercial Register Ordinance (the “CRO”), irrespective if the Merger is facilitated or non-facilitated: A confirmation regarding the legal existence of the absorbed company, an attestation about the permissibility of the cross-border merger according to Lux-embourg law and a confirmation regarding the compatibility of the Merging Companies.

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post merger stepsAs soon as the Merger resolutions have been adopted by both Merging Companies, the board of directors of OHAG shall apply for registration of the Merger with the Swiss register of com-merce.

As far as Luxembourg law is concerned, the Luxembourg notary shall analyze and certify the legality of acts and formalities required for the Merger of the companies. The competent Swiss register of commerce registers the Merger if it can be confirmed that the Merger will be entered into effect under Luxembourg law.

Upon registration in the Swiss register of commerce, i.e. some days after the filing of all merger documents required by the Swiss register of commerce, the Merger becomes legally effective. At this point in time, all assets and liabilities of OCSA shall be trans-ferred by Universal Succession to OHAG.

possibility For A simpliFied merger proCedureIt should be noted that simplified merger procedures could apply if OHAG, following completion and full consummation of the Offer, owns all of the shares in OCSA. In such case, among others, the requirements in respect of the content of the Merger Agree-ment are reduced, there is no obligation for the Merging Compa-nies to prepare a Merger Report or have the Merger Agreement verified and there is no requirement that the Merger Agreement shall be approved by the general meetings of OCSA and OHAG.

proteCtion oF CreditorsIn any event, the Merging Companies must notify their creditors about their rights by publication in the Swiss Official Gazette of Commerce. OHAG is not required to publish this notice if a spe-cially qualified auditor confirms that no claims are known or to be expected that could not be satisfied through the disposable assets of the Merging Companies. OHAG will have to secure the claims of creditors of the Merging Companies if the creditors demand this within three months after the Merger has become legally effective. The obligation to secure claims shall not apply if OHAG could demonstrate that the fulfillment of the claims is not jeop-ardized by the Merger.

proteCtion oF employeesThe employment relationships as well as all attendant rights and obligations of the employees of OCSA pass to OHAG as of the day of the registration of the Merger with the Swiss register of commerce, unless the employee objects such transfer. In the event that an employee refuses the transfer, the employment relationship ends on expiry of the statutory notice period and until then, OHAG would be obliged to perform the contract. The Merging Companies shall inform the organization that represents their employees or, where there is none, the employees them-selves in good time before the Merger becomes effective (and in any case, not less than one month before the date of the general meeting which shall decide on the Merger Agreement) of:a) the reason for the Merger; and b) its legal, economic and social consequences for the

employees.

CApitAl inCreAseIn the context of the Merger, the capital of OHAG needs to be increased through an authorized capital yet to be established. Such capital increase will be implemented through the issuance of new fully paid in registered OHAG shares with a nominal value of CHF 1.50 per share provided that each OCSA share will entitle for one OHAG share. The payment of these new OHAG shares will be fulfilled through the asset surplus resulting from the Merger.

In accordance with the articles of association of OHAG, yet to be adopted, (cf. Art. 3bis in the articles) the board of directors of OHAG will be authorized to restrict or deny the pre-emptive subscription rights of the shareholders of OHAG and will allocate such rights to the then remaining OCSA shareholders.

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For a description of OCSA and the Oriflame Group’s current operations, please refer to the section “Description of OCSA”.

The New GroupgenerAlProvided that the Offer is completed, OHAG will become the new parent company of the New Group. The Offer structure entails that each shareholder in OCSA will have the same owner-ship share and voting power in OHAG as that shareholder previ-ously had in OCSA, at full acceptance of the Offer. The business operations in OHAG will be conducted in accordance with the same business model, vision, strategy and goals as the business operations are currently conducted in OCSA. The Oriflame Group has concentrated its key activities, risks, management and functions to the corporate offices in Schaffhausen and Fribourg, Switzerland, where the Company has been present since the 1970’s.

The Offer as such is not expected to entail any changes in OCSA’s current business operations or have any effect on the employment or management in OCSA, but should be viewed merely as a transaction with the purpose of aligning the legal structure with the Oriflame Group’s operations. The Oriflame Group’s gradually improved operational efficiencies may over time impact the terms and places of employment for some of the Company’s employees. Furthermore, Oriflame intends to contin-ue to apply the Swedish Code. For further information on the business operations of the New Group, please refer to the sec-tion “Description of OCSA”.

FinAnCiAl eFFeCts oF the oFFerThe Offer will be financed by issuance of new shares in OHAG. OHAG is of the opinion that the Offer will not entail any material financial effects for either OHAG or OCSA.

OHAG is subject to corporate taxes in Switzerland. However, the operational and legal restructuring as such is not expected to have an impact on Oriflame’s effective tax rate.

ownership struCture And CorporAte governAnCeThrough the Offer, each shareholder in OCSA will have the same ownership share and voting power in OHAG as that shareholder previously had in OCSA, at full acceptance of the Offer. One new share in OHAG will have the same voting power as one existing share in OCSA. For further information on corporate governance of the New Group, please refer to the section “Corporate gov-ernance of the New Group”.

For ownership structure of the New Group, at full acceptance of the Offer, please see ownership table in section 12.7.3.

OHAGgenerAlOHAG, registration number CHE-134.446.883, is a Swiss stock corporation (Aktiengesellschaft). OHAG’s registered seat is Schaff-hausen, Switzerland, and its registered address is c/o Oriflame Global Management AG, Bleicheplatz 3 in CH-8200 Schaffhausen, Switzerland. The company was incorporated with the register of commerce of the canton of Schaffhausen on 6 October 2014. OHAG is a wholly owned newly established subsidiary of OCSA and has not previously conducted, and does not currently conduct any business. OHAG has been established for the sole purpose of making the Offer and, if the Offer is completed, being the parent company in the New Group which is created after the comple-tion of the Offer.

The purpose of OHAG is to acquire, hold, administrate and sell participations in enterprises in Switzerland and abroad, espe-cially in the field of products and services within the beauty indus-try. OHAG may establish branch offices and subsidiaries in Swit-zerland and abroad and participate in such enterprises. OHAG may acquire, hold and sell real estate for permanent business establishments and intellectual property rights. OHAG may per-form any commercial, financial or other activities which are direct-ly or indirectly linked to the purpose of OHAG. OHAG may grant to its direct or indirect subsidiaries as well as to third parties, including its direct or indirect shareholders as well as their direct or indirect subsidiaries, direct or indirect financing and may further provide collateral of any kind for its own liabilities and for liabilities of such other third parties (including its direct or indirect subsidi-aries as third parties, including its direct or indirect shareholders as well as their direct or indirect subsidiaries), including by way of pledge rights or fiduciary full title transfers of its assets or guaran-tees of any kind, whether with or without remuneration. In addi-tion, OHAG may with such other companies referred to above enter into cash pooling transactions, including cash pooling with zero balancing, with or without interest, under the exclusion of the corporate purpose to make profit and OHAG may take bulk risks under such transactions.

OHAG has initiated preparations for a listing of its shares on Nasdaq Stockholm, and subject to the conditions to completion of the Offer being satisfied, the shares of OHAG issued as consid-eration for SDRs of OCSA are expected to be listed on Nasdaq Stockholm around 23 June 2015.

The articles of association of OHAG in the version following completion of the Offer are included in section “Articles of associ-ation of OHAG”.

Description of the New Group and OHAG

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FinAnCiAl inFormAtion OHAG was incorporated on 6 October 2014 and is registered with the Schaffhausen register of commerce. Accordingly, OHAG has only established financial statements as of and for the period 6 October 2014 – 31 December 2014, see section “Financial state-ments for OHAG as of and for the period 6 October – 31 December 2014”. Following completion of the Offer, the consoli-dated financial statements of the New Group will be prepared in accordance with International Financial Reporting Standards (IFRS) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). OHAG will pre-pare statutory financial statements in accordance with Swiss law. In order to be approved for use in the EU, standards must be endorsed by the Accounting Regulatory Committee (ARC), which includes representatives of member state governments and is advised by a group of accounting experts known as the Euro-pean Financial Reporting Advisory Group. As a result IFRS as applied in the EU may differ from that used in Switzerland, how-ever, as of the date of the Offer Document the standards do not materially differ in respect of what is relevant for Oriflame.

No events of material significance to OHAG’s financial posi-tion or position on the market have occurred since 31 December 2014 the date of its audited financial statement as of and for the period 6 October 2014 – 31 December 2014.

working CApitAl stAtementIn the opinion of the board of directors of OHAG, the working capital is sufficient to meet OHAG’s payment obligations over the next twelve months, regardless of whether the Offer is completed or not.

shAres And shAre CApitAl, etC.GeneralOHAG’s registered shares, including the registered shares to be issued as consideration in the Offer, are issued in accordance with Swiss law. The rights of shareholders, including those of minority holders, may only be amended in accordance with a resolution of the general meeting in accordance with articles 703 et seq. of the Swiss Code of Obligations.

OHAG’s shares, issued as consideration for tendered SDRs, will be registered with Euroclear Sweden. Euroclear Sweden will set up a CSD register and maintain/administer the share register and handle the settlement of transactions in such shares. SIX SIS is however the primary depositary for such shares. OHAG’s regis-tered shares, issued as consideration for tendered Non-SDR Rep-resented Shares and Bearer Shares will be issued as uncertificated securities and registered in a share register maintained/adminis-tered by OHAG and OHAG will handle the transfer of such shares. These uncertificated securities may only be transferred by assignment and, in order to be binding, such assignment must be notified to OHAG. No share certificates have been, or will be, issued by OHAG. Following the initial registration of OHAG shares with Euroclear Sweden, and upon request from the hold-ers of shares of OHAG, OHAG shares may be registered and

deregistered with Euroclear Sweden through cross-border settle-ment instructions processed through SIX SIS and Euroclear Swe-den via the relevant account operator in Sweden. Any costs and fees charged by the accounts operators, as applicable, for adminis-tration of such registrations between the Euroclear and the SIX SIS systems shall be borne by the respective holders.

At general meetings in OHAG, all shares entitle to one vote each in accordance with the provisions of the articles of associa-tion of OHAG. All shares carry equal rights to OHAG’s assets and profits. All OHAG shares are freely transferrable.

OHAG’s share capital is denominated in CHF. According to the articles of association of OHAG as of the date of this Offer Document, the share capital amounts to CHF 150,000, divided into 100,000 registered shares with a nominal value of CHF 1.50 each. The shares are fully paid-in.

Ordinary increase of share capitalIt is envisaged that OHAG holds an extraordinary general meet-ing on or about 19 June 2015 for resolving on an ordinary increase of its share capital from CHF 150,000 to such amount so that the corresponding number of new registered shares in OHAG with a nominal value of CHF 1.50 each can be issued in order to compensate those OCSA shareholders who have ten-dered their OCSA shares and SDRs by 15 June 2015. The issue price of these new shares shall be determined by such extraordi-nary general meeting of OHAG and correspond to the simple average of the daily closing share prices of the SDRs (converted at the according bid price into CHF) on Nasdaq Stockholm dur-ing the acceptance period for the Offer multiplied by the total number of tendered SDRs, Non-SDR Represented Shares and Bearer Shares. The OHAG shares to be newly issued are entitled to dividends on the next record date for dividend as resolved by the general meeting of shareholders. Pursuant to a contribution in kind agreement to be entered into, OHAG will acquire from SEB, acting as exchange agent, in the name and for the account of the holders of SDRs with underlying OCSA shares who have by 15 June 2015 accepted the Offer, the SDRs with fully paid-in underly-ing OCSA shares in exchange for the respective number of newly issued registered OHAG shares with a nominal value of CHF 1.50 each, and pursuant to a contribution in kind agreement to be entered into, OHAG will acquire from Wildgen, acting as exchange agent, in the name and for the account of the holders of Non-SDR Represented Shares and Bearer Shares, who have by 15 June 2015 accepted the Offer, the tendered Non-SDR Repre-sented Shares and Bearer Shares in exchange for the respective number newly issued registered OHAG shares with a nominal value of CHF 1.50 each. The pre-emptive subscription rights of OCSA are withdrawn and revoked and will be allocated to SEB, acting as exchange agent, in the name and for the account of the holders of SDRs, who have by 15 June 2015 accepted the Offer and to Wildgen, acting as exchange agent, in the name and for the account of the holders of Non-SDR Represented Shares and Bearer Shares, who have by 15 June 2015 accepted the Offer.

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Authorized share capitalFurther, it is envisaged that the general meeting of shareholders of OHAG will resolve, subject to the board of directors having car-ried out the ordinary increase of share capital as set out immedi-ately above (through a public deed on declarations regarding ordinary increase of share capital), to (a) create, simultaneously with the registration of the ordinary capital increase with the Schaffhausen register of commerce, an authorized share capital in the amount of up to such CHF amount which is necessary (i) to compensate those OCSA shareholders who will tender their OCSA shares and SDRs during any additional acceptance period(s) of the Offer and (ii) to offer the participants of a share incentive plan of OHAG, yet to be adopted and implemented, to subscribe for OHAG shares at market value as investment shares (see section “Description of the New Group and OHAG – OHAG – Share incentive plan”), and to (b) empower the board of directors to implement these capital increases and to amend the articles of association accordingly (cf. article 5bis of the arti-cles of association of OHAG, see section “Articles of association of OHAG”). To the extent required, the respective pre-emptive subscription rights of the OHAG shareholders will be withdrawn and revoked and allocated to SEB, acting as exchange agent, in the name and for the account of the holders of SDRs who accept the Offer within a potentially extended acceptance period(s), or to Wildgen acting as exchange agent, in the name and for the account of the holders of Non-SDR Represented Shares and Bearer Shares, who accept the Offer, within the potentially extended acceptance period(s). The board of directors of OHAG will determine the issue price, the type of payment, the date of issue of new shares, the conditions for the exercise of the pre-emptive subscription rights, and the beginning date for dividend entitlement; provided that with regard to the settlements of the acceptances made during the additional acceptance period(s) the provisions and mechanics of the ordinary capital increase apply mutatis mutandis. The authorized share capital not used in order to compensate OCSA shareholders who tendered their OCSA shares and SDRs during any additional acceptance period(s) of the Offer will be at the disposal of the board of directors of OHAG which shall also be authorized (including in case of a pub-lic offer for shares of OHAG) to restrict or deny the pre-emptive subscription rights of shareholders or allocate such rights to third parties if the shares are to be used (1) for the acquisition of enterprises, parts of enterprises, or participations, or for new investments, or, for the financing or refinancing of such transac-tions (e.g. in connection with the Merger), (2) for the purpose of the participation of a strategic partner or for the purpose of broadening the shareholder constituency in certain investor mar-kets or in connection with a listing of shares on domestic or for-eign stock exchanges, including in connection with the grant of an over-allotment option to a consortium of banks, (3) for the par-ticipation of employees or members of the board of directors of the New Group (e.g. to offer the participants of a share incentive

plan of OHAG, yet to be adopted and implemented, to subscribe for OHAG shares at market value as investment shares) and (4) in order to quickly and flexibly raise equity capital, which would be difficult to achieve with preferential subscription rights.

Conditional share capitalFinally, it is envisaged that the general meeting of OHAG will resolve, subject to the board of directors having carried out the ordinary increase of share capital as set out immediately above (through a public deed on declarations regarding ordinary increase of share capital), to create, simultaneously with the regis-tration of the ordinary capital increase with the Schaffhausen reg-ister of commerce, a conditional share capital in the amount of up to CHF 3,621,000 and to amend the articles of association accordingly (cf. article 5ter of the articles of association of OHAG, see section “Articles of Association of OHAG”). Based on said conditional share capital the share capital shall be increased by either the issuance of new shares to employees or members of the board of directors of OHAG or of group companies or the exercise of option rights which are granted to employees or members of the board of directors of OHAG or of group com-panies both according to one or more plan(s) to be drawn up by the board of directors. OHAG shares or subscription rights may be issued at a subscription price lower than the fair market value. Accordingly, the rights of the OHAG shareholders to subscribe for these shares in priority shall be excluded. This conditional share capital will be used if and as necessary for the issuance of OHAG shares to Oriflame employees participating in the current OCSA share incentive plan to be transferred to OHAG (see sec-tion “Description of OCSA – Share capital and ownership struc-ture – Share incentive plan” below), as well as for the issuance of OHAG shares under any new OHAG share incentive plan yet to be implemented (the vesting of new OHAG shares under such plans are subject to the explicit approval of the general meeting of OHAG) (see section “Description of the New Group and OHAG – OHAG – Share incentive plan”).

As a consequence of the completion of the Offer, not more than 55,608,563 registered shares will be issued by OHAG, each share with a nominal (par) value of CHF 1.50. Following comple-tion of the Offer, and provided full acceptance thereof, the share capital of OHAG will amount to CHF 83,412,844.5, divided into 55,608,563 registered shares (excluding the 100,000 registered shares in OHAG currently held by OCSA). As stated above, OHAG will have an authorized share capital and a conditional share capital.

As of the date of this Offer Document, there are no converti-ble bonds, warrants or any other equity-linked securities out-standing in OHAG. The shares of OHAG are not subject to any mandatory takeover bids or any squeeze-out or sell-out proce-dures. No public takeover bids in respect of OHAG have occurred.

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dividendsSubject to the articles of association of OHAG and the Swiss legal provisions about distribution of profits, in particular Article 671 et seq. SCO, the balance sheet profit is at the disposal of the general meeting which resolves on it with the absolute majority of the shares represented at such meeting. A dividend must be fixed only after deducting from the profit the allocations to the statuto-ry reserves according to applicable Swiss law. All dividends not drawn within five years after the due date shall forfeited to the benefit of OHAG.

Any dividend is distributed according to the resolution of the general meeting of OHAG. For shares registered in the Euroclear Sweden system this is handled by Euroclear Sweden or in the case of nominee-registered holdings, in accordance with the prac-tices of each nominee, and otherwise by OHAG. Any future divi-dend is expected to be resolved and distributed in EUR. Share-holders registered in the shareholders’ register maintained by Euroclear Sweden as of the record date of the dividend, and that have income/cash accounts (Sw. avkastningskonton) eligible for EUR payments, linked to the securities accounts, will receive the dividends in EUR and otherwise in SEK.

OHAG has not yet declared or paid any dividends and OHAG cannot under applicable Swiss rules resolve on any divi-dends until OHAG’s balance sheet has been established by the annual general meeting in 2016 showing freely available reserves.

OHAG has established a dividend policy, which in all material aspects mirrors OCSA’s dividend policy. Please refer to the sec-tion “Description of OCSA- Share capital and ownership struc-ture – Dividends”, for further information. As far relates to taxa-tion of any future dividends from OHAG, please refer to the section “Tax matters in Sweden, Switzerland and Luxembourg”.

shAre inCentive plAnThe board of directors of OHAG intends to adopt a share incen-tive plan similar to OCSA’s current share incentive plan (see sec-tion “Description of OCSA – Share capital and ownership struc-ture – Share incentive plan” below) and within the mandate given by the OCSA shareholders at the annual general meeting of OCSA held on 19 May 2015 comprising the years 2015 to 2017. According to such plan, the participants will be offered to pur-chase OHAG shares at market value up to EUR 2 million per annum (investment shares). The amount of investment shares so offered will be determined by the board of directors of OHAG so that the potential share capital dilution resulting from the plan shall amount to less than 1 percent per investment year of the plan, i.e. 3 percent in total over the lifetime of the plan (for invest-ment shares and achievement shares). Up to 8 times the shares issued as investment shares will be available to be allocated to the participants as free shares (achievement shares). The allotment of achievement shares to each participant will be between 0 and 8 achievement shares for each investment share, depending on the development of the year end operating profit of the Oriflame Group as from the start of the investment period until the 3rd, 4th and 5th anniversary (as applicable) of the purchase of each investment share. The levels of operating profit development required for each achievement share level will be determined by the board of directors to provide a fair balance between perfor-mance and reward.

Investment shares may be issued out of the authorized share capital of OHAG, yet to be established (see section “Description of the New Group and OHAG – OHAG – Authorized share cap-ital”), and achievement shares may be issued out of the condition-al share capital of OHAG, yet to be established (see section “Description of the New Group and OHAG – OHAG – Condi-tional share capital”).

Upon completion of the Offer, any outstanding rights to achievement shares under the current OCSA share incentive plan are intended to be converted into corresponding rights to OHAG shares, either in connection with a subsequent cross-bor-der merger, or by separate transfer agreement between the affected participant, OCSA and OHAG.

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Board of directors, management and auditorsboArd oF direCtorsAs of the date of this Offer Document, the board of directors of OHAG is com-posed of ten ordinary directors, with no deputies. The board of directors of OHAG consists of Alexander af Jochnick5) (chairman), Jonas af Jochnick6), Robert af Jochnick7), Magnus Brännström8), Anders Dahlvig9), Lillian Fossum Biner10), Helle Kruse Nielsen11), Anna Malmhake12) and Christian Salamon13), who are also mem-bers of the board of OCSA, and, for a transitional period, the CFO of the Oriflame Group Gabriel Bennet , for handling certain administrative Swiss matters related to the Offer on behalf of the board of OHAG. All directors, are elected to the board for a period ending at the annual general meeting to be held in 2016. The below information on share-holding refers to the respective person’s holding of shares in OCSA as of the date of this Offer Document and includes holdings of related entities and immedi-ate family as per the IFRS definition of related parties.

Alexander af Jochnick,ChAirmAn oF the boArd

Background: Born in 1971. Elected to the board of directors in 2007. Chairman of the board of directors since 2014. BSc in Business Administration, Stockholm School of Economics.

Other assignments: Chairman of the board of directors of Serious Nature AB, DNA Support AB, Oriflame Foundation, Stiftelsen Serious Nature and Insamlingsstiftelsen DNA. Member of the board of directors of Credus Management AB, IFL & SSE Russia Education AB, CL Intressenter AB, Zetes Holdings AB, NCAB Holding AB, Under Construction Sweden AB, Skeppskär Holding AaJ AB and its subsidiary, AFJOCHNICK BV, Godel i Sverige AB and Svenska postkodföreningen. Deputy member of the board of directors of Monamici AB, Skeppskär RaJ AB, Skeppskär CJ AB, Skeppskär SJ AB, Karolin J AB, Skeppskär Holding Raj AB, Skeppskär Holding SJ AB and Skeppskär Holding CJ AB.

Assignments concluded in the past five years: Member of the board of directors of Postkodstiftelsen.

Shareholding: Alexander af Jochnick holds 418,884 SDRs/shares in OCSA.

Not independent from the Company or its major shareholders.

Jonas af Jochnick Background: Born in 1937. Co-founder of Oriflame. Elected to the board of directors in 1970. LLB, Stockholm University. MBA, Harvard Business School. Dr h c, Stockholm School of Economics.

Other assignments: Chairman of the board of directors of SWELOX AB, Medicover Holding S.A., Celox S.A. and Golden Golf Finance S.A. Member of the board of directors of Jonas and Christina af Jochnick Founda-tion.

Assignments concluded in the past five years: None.

Shareholding: Jonas af Jochnick holds 3,133,200 SDRs/shares in OCSA.

Not independent from the Company or its major shareholders.

1) Full name Robert Jonas Alexander af Jochnick, Swedish citizen, resident in Sweden.2) Full name Jonas Bertil Theodor David af Jochnick, Swedish citizen, resident in Sweden.3) Full name Robert Bertil Jonas af Jochnick, Swedish citizen, resident in Sweden.4) Full name Sven Magnus Brännström, Swedish citizen, resident in Luxembourg.5) Full name Anders Gunnar Dahlvig, Swedish citizen, resident in Sweden.6) Full name Lilian Margareta Fossum Biner, Swedish citizen, resident in Sweden.7) Full name Helle Kruse Nielsen, Danish citizen, resident in Denmark.8) Full name Anna Elisabet Malmhake, Swedish citizen, resident in Ireland.9) Full name Peter Christian Salamon, Swedish citizen, resident in Sweden.10) Full name Wilhelm Gabriel Dücker Bennet, Swedish citizen, resident in Switzerland.

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Robert af JochnickBackground: Born in 1940. Co-founder of Oriflame. Elected to the board of directors in 1970. Chairman of the board of directors until 2014. LLB, Stockholm University. BSc in Business Administration, Stockholm School of Economics.

Other assignments: Chairman of the board of directors of Credus Management AB, Mint Capital Ltd and the af Jochnick Foundation. Member of the board of directors of GoodCause Holding AB, GoodCause Foundation, Skeppskär RaJ AB, Skeppskär CJ AB, Skeppskär Holding Raj AB, Skeppskär Holding CJ AB, Medicover Holding S.A and Research Institute of Industrial Economics. Deputy member of the board of directors of Stichting af Jochnick Foundation AB.

Assignments concluded in the past five years: Chairman of the board of directors of Vitalt Vetande Stockholm AB. Member of the board of directors of Stichting af Jochnick Foundation AB and the World Childhood Foundation.

Shareholding: Robert af Jochnick holds 3,776,519 SDRs/shares in OCSA.

Not independent from the Company or its major shareholders.

Magnus Brännström,ChieF exeCutive oFFiCer And delegAte oF the boArd oF direCtors

Background: Born in 1966. Elected to the board of directors in 2005. Law studies, Uppsala University. MSc, Uppsala University.

Other assignments: Chairman of the board of directors of Seldia and European Direct Selling Asso-ciation and Vice Chairman of the board of directors of World Federation of Direct Selling Associations.

Assignments concluded in the past five years: Member of the board of directors of Ferronordic Machines AB.

Shareholding: Magnus Brännström holds 303,000 SDRs/shares in OCSA.

Not independent from the Company.

Anders DahlvigBackground: Born in 1957. Elected to the board of directors in 2010. BSc Business Adminis-tration, Lund University. MA Economics, University of California.

Other assignments: Chairman of the board of directors of New Wave Group AB and member of the board of directors of Resurs Holding AB, Henry Dunkers Förvaltningsbolag, H&M Hennes & Mauritz AB, Axstores AB, Axel Johnson Aktiebolag, HIF Service Aktiebolag, Anders Dahlvig AB, Kings fisher plc. and Pret à Manger.

Assignments concluded in the past five years: None.

Shareholding: Anders Dahlvig holds 13,650 SDRs/shares in OCSA.

Independent from the Company and its major shareholders.

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Lilian Fossum BinerBackground: Born in 1962. Elected to the board of directors in 2007. Member of the Remuneration Committee and the Audit Committee. BSc, Stockholm School of Economics.

Other assignments: Member of the board of directors of L E Lundbergsföretagen Aktiebolag (publ), Nobia AB, Thule Group AB, Lilian Biner AB, a-connect ag and Givaudan S.A. Deputy member of the board of direc-tors of a-connect (nordic) AB.

Assignments concluded in the past five years: Member of the board of directors of Cloetta AB, Holmen Aktiebolag, AxBrands AB, Axstores AB, AxRetail AB, Axel Johnson International Aktiebolag, NovAx AB, Martin & Servera Aktiebolag, Svensk BevakningsTjänst AB, RNB RETAIL AND BRANDS AB (publ), Melon Fashion Group OJSC, AxMedia AB and AxMeko AB.

Shareholding: Lilian Fossum Biner holds 1,000 SDRs/shares in OCSA.

Independent from the Company and its major shareholders.

Helle Kruse NielsenBackground: Born in 1953. Elected to the board of directors in 2005. BSc, Copenhagen Business School.

Other assignments: Member of the board of directors of New Wave Group AB and Lantmännen ek för.

Assignments concluded in the past five years: Member of the board of directors of Swedbank AB (publ), Nils Adler Sti-pendiefond, GUMLINK DK and AKERBIO MARINE.

Shareholding: Helle Kruse Nielsen holds 1,000 SDRs/shares in OCSA.

Independent from the Company and its major shareholders.

Anna MalmhakeBackground: Born in 1966. Elected to the board of directors in 2014. Bachelor in social science, University of Stockholm.

Other assignments: Chairman of the board of directors and CEO of Irish Distillers Group and Dillon Bass Ltd. Member of the board of direc-tors of ABFI and Director of Meas Ltd

Assignments concluded in the past five years: Chairman of the board of directors of ABFI and member of the board of directors of CMA Research AB and Vice President of Marketing of the Absolut Company.

Shareholding: None.

Independent from the Company and its major shareholders.

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Christian SalamonBackground: Born in 1961. Elected to the board of directors in 1999. Member of the Audit Committee. MSc, Royal Institute of Tech-nology. MBA, Harvard Business School.Other assignments: Chairman of the board of directors of OSM Holding AB and NCAB Holding AB. Member of the board of directors of GOGOY AB, Lamiflex Group AB, Oresa Ventures S.A and Sweden America Foun-dation and deputy member of the board of directors of Ciwesa AB. Member of the advisory board of Foundation Sus-tainable Technologies Fund, and Invest-ment Committee member of Fagerberg & Dellby and eEquity.

Assignments concluded in the past five years: Member of the board of directors of Unlimited Travel Group UTG AB and Lamiflex International AB.

Shareholding: Christian Salamon holds 15,140 SDRs/shares in OCSA.

Independent from the Company and its major shareholders.

Gabriel Bennet,ChieF FinAnCiAl oFFiCer

Background: Born in 1968. Joined Oriflame in 2005. Appointed CFO in 2007. Bachelor of Arts in Organisational Management, Gustavus Minnesota. European Master in Business Administration, Lund University.

Other assignments: Member of the board of directors of Smedbo AB. Member of the board of directors of several Oriflame subsidiary companies.

Assignments concluded in the past five years: None.

Shareholding: Gabriel Bennet holds 23,500 SDRs/shares in OCSA.

Not independent from the Company.

Management

Magnus Brännström, ChieF exeCutive oFFiCer

Please refer to the section “Board of directors” for further information on Magnus Brännström who will be the CEO of OHAG.

Jesper Martinsson,deputy Ceo

Background: Born in 1966. Jesper Martinsson joined Oriflame in 1997. Deputy CEO since 2013. Executive Vice President Global Sales & Markets since 2004.

Other assignments:Member of the board of directors of sev-eral Oriflame companies.

Assignments concluded in the past five years: Member of the board of directors of sev-eral Oriflame companies.

Shareholding: Jesper Martinsson holds 240,000 SDRs/shares in OCSA.

Gabriel Bennet,ChieF FinAnCiAl oFFiCer

Please refer to the section “Board of directors” for further information on Gabriel Bennet.

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Johan Rosenberg,senior viCe president Cis

Background: Born in 1970. Johan Rosenberg joined Oriflame 1995. MSc in Business Adminis-tration, Stockholm School of Economics.

Other assignments:None.

Assignments concluded in the past five years: Member of the board of directors of Oriflame Cosmetics AB and Oriflame Services International AB.

Shareholding:Johan Rosenberg holds 56,737 SDRs/shares in OCSA.

Mats Palmquist,senior viCe president And heAd oF globAl operAtions

Background: Born in 1972. Joined Oriflame in 2002. MSc, Chalmers University of Technology.

Other assignments: Senior Advisor to Volvo Cars Group Investment Management.

Assignments concluded in the past five years: None.

Shareholding:Mats Palmquist holds 26,328 SDRs/shares in OCSA.

Jonathan Kimber,senior viCe president And heAd oF produCt rAnge And r&d

Background: Born in 1970. Joined Oriflame in 2005. MSc in Economics and Business (Market-ing Major) from the Stockholm School of Economics.

Other assignments: None.

Assignments concluded in the past five years: None.

Shareholding: Jonathan Kimber holds 19,369 SDRs/shares in OCSA.

Antonia Simon-Stenberg, viCe president sustAinAbility And quAlity

Background: Born in 1974. Joined Oriflame 2009. MSc in Biological science, Lund University. MSc in Environmental management and policy, Institute for industrial environmental economics in Lund.

Other assignments: None.

Assignments concluded in the past five years: None.

Shareholding:Antonia Simon-Stenberg holds 524 SDRs/shares in OCSA.

Thomas Ekberg,senior viCe president And heAd oF globAl business AreA turkey, AFriCA And AsiA

Background:Born in 1970. Joined Oriflame in 2000. BSc in Business Administration, Stock-holm University.

Other assignments: None.

Assignments concluded in the past five years: None.

Shareholding:Thomas Ekberg holds 57,174 SDRs/shares in OCSA.

Michael Cervell,senior viCe president globAl direCt sAles

Background:Born in 1966. Joined Oriflame in 2001. Degree corresponding to an MSc in Eco-nomics and Business Administration (spe-cializing in International Business), Stock-holm School of Economics.

Other assignments: Member of the board of directors of sev-eral Oriflame companies.

Assignments concluded in the past five years: None.

Shareholding:Michael Cervell holds 8,488 SDRs/shares in OCSA.

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boArd And mAnAgement CompensAtionIn accordance with mandatory Swiss law and article 19 of the articles of association of OHAG, the annual general meeting of OHAG on 19 May 2015 approved the proposals of the board of directors of OHAG as follows in relation to:i. the maximum aggregate amount of EUR 318,500 as compen-

sation for the (non-executive) members of the board of directors of OHAG for the term of office until the end of the annual general meeting of OHAG 2016;

ii. the maximum aggregate amount of EUR 7,800,000 as fixed compensation for the executive management of Oriflame (incl. the executive members of the board) for the period from 1 June 2015 until 30 June 2016; and

iii. the maximum aggregate amount of EUR 7,800,000 (such amount may include up to 142,000 registered shares in OHAG with a nominal value of CHF 1.50 each, to be issued in connec-tion with the current share incentive program of OCSA, which will be transferred to and assumed by OHAG) as variable com-pensation for the executive management of Oriflame (incl. the executive members of the board) regarding their performance during the current business year.

If the maximum aggregate amount of compensation so approved is not sufficient to cover compensation of a person who becomes a member of the executive management or is being promoted within the executive management, OHAG or companies con-trolled by OHAG shall in accordance with the articles of associa-tion of OHAG be authorized to grant and pay to each such member a supplementary amount during the compensation period(s) already approved. The supplementary amount per com-pensation period and each member shall not exceed 50 percent of the aggregate amounts of compensation of the executive management so approved by the annual general meeting on 19 May 2015.

other inFormAtion on the boArd members And members oF the mAnAgement teAmAll board members and all of the members of the management team can be contacted through OHAG’s postal address. OHAG is of the opinion that OHAG’s board of directors fulfils the requirements of the Swedish Code with respect to independence in relation to OHAG, the management and the major sharehold-ers. For further information, please refer to section “Corporate governance of the New Group”. Over the past five years, none of the board members or members of the management team has been charged in fraud-related cases, been a member of the board of directors or management of a company that has been declared bankrupt, been liquidated (due to insolvency) or involved in any other bankruptcy administration, except from what is stated below been the object of charges and/or sanctions by authorities (including authorized professional societies) or been imposed with a ban on engaging in company business.

In connection with the Swedish Tax Agency’s review of the Swedish private equity industry, several individuals within the industry (Christian Salamon being one of them as a former part-

ner of IK Investment Partners), have been subject to tax reviews and have received reassessment decisions for several income years. The Swedish Tax Agency’s main position is that a part of the profits distributed out from the funds (so-called carried interest) is employment income in the hands of the individuals employed in Swedish advisory companies (Christian Salamon being one of them) and the second hand claim is taxation in the capital income category. The Swedish Tax Agency has also levied tax surcharges. Christian Salamon has appealed all his reassessment decisions and has been granted a respite for paying the taxes and tax surcharges pending the rulings from the Administrative Court.

Apart from what is set forth below, there are no family ties between the members of the board or the members of the man-agement team. Apart from what is set forth below, there are no potential conflicts of interest in relation to any of the board mem-bers or the members of the management team, meaning that their private interests cannot be considered to conflict with OHAG’s interests. There are no agreements entitling board mem-bers or members of the management team to post-employment benefits.

Jonas af Jochnick and Robert af Jochnick, two of the founders of Oriflame, are brothers. Alexander af Jochnick is Robert af Joch-nick’s son.

All directors in OCSA have participated in the preparation and decision regarding the Offer and are members of the boards of both OHAG and OCSA. Accordingly, Section III of the Swedish Takeover Rules issued by Nasdaq Stockholm is applicable to the Offer. However, OCSA and OHAG have been granted an exemp-tion from the obligation under Section III of the Swedish Takeover Rules to obtain a fairness opinion from an independent expert regarding the value of the shares in OCSA and the value of the consideration in the Offer, respectively, and have also been grant-ed exemptions from the rules regarding conflicts of interest for the board members and the requirement that the acceptance period must be not less than four weeks. See Council Statement 2015:07 of the Swedish Securities Council. For further informa-tion, please refer to section “The Offer – Statement by the Swed-ish Securities Council”.

No specific agreements have been made with major share-holders, customers, suppliers or other parties that have resulted in any board member or member of the management team hav-ing been elected to the board of directors or employed as a member of the management team.

AuditorsOHAG has elected KPMG AG, Zurich, as independent auditor for a period ending at the next annual general meeting 2016. KPMG AG is a subsidiary of KPMG Holding AG, which is the Swiss mem-ber firm of KPMG International and has been engaged as OHAG’s independent auditor since its incorporation in October 2014. The KPMG AG team is headed by Hélène Béguin. For information on auditors for OCSA, please refer to the section “Description of OCSA – Board of directors, management and auditors – Auditors”.

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legAl mAtters And supplementAry inFormAtionGroup structureThe legal structure of the Oriflame Group (i) as of the date of this Offer Document and (ii) following completion of the Offer, at full acceptance of the Offer is set forth below.

Group chart prior to completion of the Offer

LuxembourgOriflAme cOsmeTics s.A.

SwitzerLandOriflAme hOldinG A.G.

LuxembourgOriflAme cOsmeTics GlObAl s.A.

Operating subsidiaries, including:indonesiamexico

moroccoportugal

netherLandSOriflAme KOsmeTieK b.V.

Operating subsidiaries, including:finlandswedensri lanka

SwitzerLandOriflAme cOsmeTics s.A. à

luxembourg, succursale de fribourg (branch)

aLgerianATurAl swedish cOsmeTics sArl

netherLandSOriflAme hOldinG b.V.

Operating subsidiaries, including:belarus

czech republicKazakhstan

polandrussia

Group chart following completion of the Offer

LuxembourgOriflAme cOsmeTics s.A..

LuxembourgOriflAme cOsmeTics GlObAl s.A.

Operating subsidiaries, including:indonesiamexico

moroccoportugal

netherLandSOriflAme KOsmeTieK b.V.

Operating subsidiaries, includ-ing:

finlandswedensri lanka

SwitzerLandOriflAme cOsmeTics GlObAl s.A.

luxembourg, succursale de fribourg (branch)

aLgerianATurAl swedish cOsmeTics sArl

netherLandSOriflAme hOldinG b.V.

Operating subsidiaries, includ-ing:

belarusczech republic

Kazakhstanpolandrussia

SwitzerLandOriflAme hOldinG A.G.

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Material agreementsFor information on material agreements pertaining to OCSA, please refer to the section “Description of OCSA – Legal matters and supplementary information – Material agreements”.

Related-party transactionsFor further information on related-party transactions pertaining to OCSA, please refer to the section “Description of OCSA – Legal matters and supplementary information – Related-party transactions”.

DisputesOHAG is not, and has not been since its inception, party to any legal or arbitral proceedings (including pending proceedings and potential proceedings which OHAG is aware of). For further information on disputes in relation to OCSA, please refer to the section “Description of OCSA – Legal matters and supplementa-ry information – Disputes”.

Articles of associationOHAG’s articles of association in force following settlement of the Offer are set forth in section “Articles of association of OHAG”.

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Description of OCSA

Market overview1)

geogrAphiC mArketThe Oriflame Group has a wide geographical footprint with pres-ence in more than 60 countries and is one of the market leaders in around half of these markets. Until the end of 2013 operations were organized in the following regions – CIS and Baltics, including Russia and other former Soviet republics; EMEA, including Europe, Middle East and Africa; Asia and Latin America. As of 2014, the Company operates in the following structure of global business areas: CIS excluding Baltic countries, Europe including Baltic coun-tries, Turkey, Africa & Asia and Latin America.

This revised geographical split is more relevant for Oriflame in terms of better reflecting common challenges, opportunities and development. In general terms, Latin America and Turkey, Africa & Asia can be said to represent the main current and future growth markets whereas Europe and CIS include more mature markets.

The beauty and direct selling industry is well-positioned for future growth and Oriflame is one of the leaders in the industry. Globalization has opened up extensive potential markets around the world where Oriflame’s business model has a very good fit. The Company’s wide geographic footprint combined with the direct selling business model forms the foundation for a long-term growth strategy.

Being a cosmetics company selling direct means that Oriflame competes both with major cosmetics manufacturers for end cus-tomers as well as with other direct sellers for consultants.

In Eastern Europe, direct sales as a channel is estimated to have around 15 percent of the total cosmetics and toiletry mar-

ket, compared with the global average of approximately 11 per-cent. The two largest cosmetics companies in Eastern Europe sell-ing direct are by a wide margin Oriflame and Avon, but there are many other direct sellers competing for consultants. Moreover Oriflame competes with global manufacturers such as Procter & Gamble, L’Oréal, Unilever and Beiersdorf.

In Latin America, direct selling is very popular, representing about 26 percent of the cosmetics and toiletry market. Oriflame is still a small player competing with Avon as well as local compa-nies such as Natura, Belcorp and Yanbal-Unique.

Asia’s beauty market is dominated by Procter & Gamble, Uni-lever and L’Oréal, in addition to Japanese manufacturers. However, direct sales have a significant share of the market in many Asian countries. Among direct sellers, Oriflame holds a strong position together with Amway, Mary Kay and Nu Skin. Oriflame is the mar-ket leader among cosmetics direct sellers in Indonesia.

the mArket oF beAuty produCtsBeauty products and direct sales are a compelling combination. It is the most important sector for the direct sales industry, repre-senting about one-third of total global direct sales. For the next five-year period, the global market for cosmetics and toiletries is forecasted to grow by an annual average of 2.6 percent at con-stant prices, reaching EUR 396 billion in 2019, according to Euro-monitor.

The following chart outlines the per capita expenditures on cosmetics and gross domestic product, or GDP, per capita for cer-tain countries in 2014:

2014 Beauty & Personal Carespend per capita €

2014 GDP per capita €

Brazil

Portugal Spain

Japan

France

Germany USA

Sweden

Czech RepublicPoland

Russia

TurkeyChina

AlgeriaEgypt

IndonesiaMorocco Tunisia

Ukraine

ThailandColombia

Mexico

00

50

100

150

200

250

5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000

ORIFLAME KEY MARKETS

1) Unless otherwise is stated, the data used in this section has been derived from Euromonitor and relates to full year data for 2014. Information from third parties has been accurately reproduced and, as far as OHAG and OCSA are aware and have been able to ascertain by means of comparison with other information published by such a third party, no information has been omitted that could render the reproduced information inaccurate or misleading.

Source: Euromonitor.

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According to Euromonitor, the world average per capita expenditure on cosmetics products in 2014 was EUR 48.4. Euro-monitor states that in the developing markets demand is increas-ing for cosmetics and toiletries in line with macroeconomic devel-opment in those regions.

The following tables set forth the performance of the global cosmetics industry by region and product category from 2009 to

2014, as well as forecast growth for sales of the global cosmetics market from 2014 to 2019. Market sizes are expressed in EUR million and growth rate in percent. Future market growth is dependent on many factors. There can be no assurances that any growth forecasted by Euromonitor will be realized.

MARKET SIZES | HISTORIC | RETAIL VALUE RSP | € MN | CURRENT PRICES | YEAR-ON-YEAR EXCHANGE RATES

Geographies* 2009 2010 2011 2012 2013 2014 2009–14 cAGr %Adjusted**

2009–14 cAGr %

Asia Pacific 71,785 83,391 89,308 101,969 97,932 100,803 7.0 6.5Australasia 3,876 4,902 5,336 5,933 5,542 5,397 6.8 2.4Eastern Europe 18,118 20,452 21,128 22,153 22,031 20,146 2.1 4.2Latin America 39,527 50,243 53,626 59,881 59,807 61,206 9.1 12.2Middle East and Africa 12,918 15,343 16,375 18,926 18,687 19,350 8.4 11.2North America 53,128 57,628 57,579 64,322 63,229 63,748 3.7 2.8Western Europe 72,049 74,513 75,374 77,368 77,203 78,164 1.6 1.3Total world 271,401 306,471 318,725 350,553 344,430 348,814 5.1 5.3

MARKET SIZES | HISTORIC | RETAIL VALUE RSP | € MN | CURRENT PRICES | YEAR-ON-YEAR EXCHANGE RATES

Geographies* 2009 2010 2011 2012 2013 2014 2009–14 cAGr %Adjusted**

2009–14 cAGr %

Baby and Child-specific Products 8,716 10,017 10,409 11,516 11,587 11,915 6.5 6.5Bath and Shower 24,351 27,398 28,382 31,067 30,383 30,524 4.6 5.1Colour Cosmetics 32,967 37,203 38,599 42,680 41,795 42,610 5.3 5.4Deodorants 13,369 15,506 16,117 17,777 17,896 18,048 6.2 7.4Depilatories 2,908 3,201 3,302 3,634 3,539 3,515 3.9 3.9Fragrances 26,651 30,161 31,805 34,371 34,006 34,488 5.3 5.7Hair Care 46,570 52,566 54,263 59,226 57,570 57,683 4.4 4.7Men's Grooming 20,335 23,184 24,225 26,695 26,418 26,608 5.5 5.9Oral Care 25,395 28,363 29,512 32,447 32,330 32,757 5.2 5.2Oral Care Excl Power Toothbrushes 23,305 25,983 27,038 29,812 29,721 30,066 5.2 5.3Skin Care 63,767 71,944 75,104 83,582 81,785 83,518 5.5 5.2Sun Care 5,435 6,211 6,551 7,155 7,178 7,335 6.2 5.7Sets/Kits 10,850 12,127 12,534 13,857 13,413 13,584 4.6 4.2Premium Beauty and Personal Care 60,504 66,821 69,529 76,811 74,756 76,191 4.7 4.3Mass Beauty and Personal Care 172,172 196,311 204,234 224,419 220,857 223,513 5.4 5.7Total beauty and personal care*** 271,401 306,471 318,725 350,553 344,430 348,814 5.1 5.3

MARKET SIZES | HISTORIC/FORECAST | RETAIL VALUE RSP | € MN | CONSTANT 2014 PRICES | FIXED 2014 EXCHANGE RATES

Geographies* 2014 2015f 2016f 2017f 2018f 2019f 2014–19 cAGr %****

Asia Pacific 100,803 104,729 109,064 113,974 119,474 125,587 4.5Australasia 5,397 5,408 5,420 5,446 5,481 5,524 0.5Eastern Europe 20,146 19,927 19,910 20,088 20,346 20,663 0.5Latin America 61,206 63,108 65,337 67,711 70,201 72,711 3.5Middle East and Africa 19,350 20,246 21,232 22,261 23,324 24,429 4.8North America 63,748 64,055 64,513 65,262 66,151 67,057 1.0Western Europe 78,164 78,468 78,856 79,343 79,882 80,447 0.6Total world 348,814 355,941 364,332 374,085 384,859 396,419 2.6

* 2009–2014 data and CAGR based on current pricesand average annual exchange rates.** Current prices and 2014 constant exchange rates.*** The sum of the categories is larger than the total market size since some of the categories are overlapping.**** 2014 constant prices and exchange rate.

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Euromonitor forecasts that Latin America, Asia Pacific and Middle East and Africa will be the fastest growing regions for cos-metics sales over the next few years.

Euromonitor forecasts that the fastest growing sectors in the cosmetics industry will be baby and child-specific products, skin care, deodorants and men’s grooming.

According to the World Federation of Direct Selling Associa-tions (WFDSA) global direct sales in 2013 amounted to USD 178.5 billion, up by 8.1 percent compared to 2012 at constant exchange rate. The number of independent contractors amount-ed to 96.3 million.1) Euromonitor states that in 2014, 10.8 percent of beauty and personal care products worldwide were sold direct. In 2000, the corresponding figure was 9.2 percent.

the direCt selling industryDirect selling is the marketing of consumer goods and services directly to consumers away from permanent retail locations. Direct selling usually involves an explanation or demonstration of the product by a seller. Direct selling is used to sell a wide variety of consumer products around the world, especially products where one-to-one advice is desirable and products with repeat business patterns for example; cosmetics, household appliances, fashion accessories, toys, cleaning products, food containers, nutri-tional products, cookware, beverages and telecommunications subscriptions. As competition for consumers’ attention and confi-dence increases, direct selling offers a unique way of gaining loyal customers. Many consumers prefer advice based on personal experience, confirmed by a broad and well-known reference net-work. The direct selling model also have a good fit with growing trend of online shopping and social media.

According to the World Federation of Direct Selling Associa-tions (WFDSA) global direct sales in 2013 amounted to USD 178.5 billion, up by 8.1 percent compared to 2012 at constant exchange rate. The number of independent contractors amount-ed to 96.3 million. Euromonitor states that in 2014, 10.8 percent of beauty and personal care products worldwide were sold direct. In 1999, the corresponding figure was 8.8 percent.

Direct sales companies around the world have different structures for compensating direct sellers. Some direct sales com-panies compensate their direct sellers only on their personal sales. In other direct sales companies, a salesperson can earn money based on the sales of people he or she personally recruited into the business as well as on the sales of people recruited by his or her recruits.

Direct selling offers an alternative to traditional employment for those who desire a flexible income earning opportunity to supplement their household income, or whose responsibilities or circumstances do not allow for regular part-time or full time employment. Direct selling allows for individuals to start their own businesses with little or no previous sales experience as well as it is providing earning opportunities for those wishing to work from their home.

The cost for an individual to start an independent direct sell-ing business is typically very low. Usually, a modestly priced sales kit is all that is required to get started, and there is little or no inventory or other cash commitments required. This is in sharp contrast to franchise and other business investment opportunities that may require substantial expenditures and expose the individ-ual to a significant risk of loss.

1) Numbers for 2014 were not published as of the date of the publication of this Offer Document.

MARKET SIZES | HISTORIC | RETAIL VALUE RSP | € MN | CURRENT PRICES | YEAR-ON-YEAR EXCHANGE RATES

categories* 2014 2015f 2016f 2017f 2018f 2019f 2014–19 cAGr %****

Baby and Child-specific Products 11,915 12,391 12,902 13,488 14,169 14,920 4.6Bath and Shower 30,524 30,930 31,373 31,897 32,497 33,119 1.6Colour Cosmetics 42,610 43,430 44,458 45,648 46,954 48,293 2.5Deodorants 18,048 18,553 19,063 19,635 20,200 20,807 2.9Depilatories 3,515 3,558 3,614 3,696 3,771 3,854 1.9Fragrances 34,488 35,080 35,874 36,819 37,821 38,859 2.4Hair Care 57,683 58,498 59,460 60,581 61,870 63,177 1.8Men's Grooming 26,608 27,124 27,768 28,587 29,501 30,522 2.8Oral Care 32,757 33,514 34,377 35,254 36,156 37,098 2.5Oral Care Excl Power Toothbrushes 30,066 30,771 31,580 32,417 33,272 34,166 2.6Skin Care 83,518 85,711 88,252 91,290 94,741 98,622 3.4Sun Care 7,335 7,519 7,727 7,938 8,153 8,393 2.7Sets/Kits 13,584 13,836 14,162 14,545 14,975 15,442 2.6Premium Beauty and Personal Care 76,191 77,843 79,748 81,933 84,380 87,060 2.7Mass Beauty and Personal Care 223,513 228,104 233,524 239,908 247,001 254,553 2.6Total beauty and personal care*** 348,814 355,941 364,332 374,085 384,859 396,419 2.6

* 2009–2014 data and CAGR based on current pricesand average annual exchange rates.** Current prices and 2014 constant exchange rates.*** The sum of the categories is larger than the total market size since some of the categories are overlapping.**** 2014 constant prices and exchange rate.

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Studies, such as reports from Euromonitor, suggest that mar-kets with less developed retail distribution systems, but with grow-ing middle class populations, are those with the highest propor-tion of spending via direct sales.

However, experience has shown that direct sales can be a successful distribution method also in mature markets in spite of fierce competition from the traditional retail market.

Oriflame believes that direct selling is a highly effective meth-od for selling cosmetics products as there are clear advantages to both the end consumer and the independent sales consultant. The end consumer can benefit from the ability to purchase products from a personal contact that understands the customer and can tailor advice to the customer’s preferences and needs. Direct sales also provides a stress free, time-saving and convenient way to pur-chase cosmetics as the sales consultants can visit end-consumers at home or in the office and offer the consumer the opportunity to test products before purchasing. Online and social media also have a very good fit with direct selling as it provides a powerful way of doing business for consultants and a very convenient way of shopping for the consumers. For the sales consultant, direct sales can combine flexible working hours, social activities and eco-nomic incentives with limited start-up costs. Cosmetics are well suited to repeat sales as customers often use products frequently and remain loyal to a certain brand or product.

Oriflame also believes that these benefits are universal for end-consumers and independent sales consultants whether they are located in a developed economy or an emerging market.

Oriflame business descriptionbusiness modelThrough its unique business concept – Make Money Today and Fulfil Your Dreams Tomorrow™, Oriflame offers a leading business opportunity for people who want to start making money the day they join and work towards fulfilling their personal dreams and ambitions. A sales force of over 3 million independent Oriflame consultants has seized this opportunity and is consuming or mar-keting Oriflame’s extensive portfolio of beauty products, creating combined annual net sales of around EUR 1.3 billion. Oriflame’s business model is evolving and is today to a large extent an online model where the direct selling or social selling principles are applied. 90 percent of the Consultants are active online and over 90 percent of orders are placed online.

history in brieFOriflame was founded in Sweden in 1967 by the brothers Jonas and Robert af Jochnick and Bengt Hellsten. They wanted to give people the opportunity to benefit from good skin care and attrac-tive cosmetics through products inspired by the natural beauty associated with Sweden. Rather than investing in a chain of stores, they decided to move the retail operations into the homes of Swedish consumers. For over 45 years, Oriflame has remained true to its original concept of beauty products inspired by Swed-

ish nature and an entrepreneurial spirit. Today, Oriflame is a global beauty company selling direct in more than 60 markets.

produCt oFFeringOriflame’s product offering builds on more than four decades of skincare and cosmetics expertise – combining innovation and inspiration from nature. The Company provides a broad range of high-quality products for everyday use at affordable prices, follow-ing the main principles for its product offering:

● High purity ingredients and strict manufacturing standards ● Assured product performance at value for money ● High ethical standards and stringent environmental policies

Oriflame offers products in six categories – Skin Care, Colour Cosmetics, Fragrance, Personal & Hair Care, Accessories and Wellness.

Vision and missionOriflame’s vision is to be the No 1 Beauty Company Selling Direct and its mission is to Fulfil Dreams.

the oriFlAme brAnd Oriflame’s brand promise Your Dreams – Our Inspiration™ is based on its mission of fulfilling dreams. Dreams of beauty and personal development – in the spirit of its Swedish origins. By nur-turing ideas, hopes and dreams, Oriflame seeks to offer the latest beauty solutions for everybody and the most attractive business opportunity for its consultants.

Caring for People’s DreamsAfter a process of defining its brand more closely, Oriflame launched its new brand promise during 2012 and 2013, internally and externally, with the aim of making the brand stronger and more aligned, and to raise brand attractiveness among Oriflame consultants, consumers and employees. Oriflame is to be per-ceived as the best in the world at understanding and caring for people’s dreams. Its promise, Your Dreams – Our Inspiration™, covers both the beauty offering and the business opportunity for Oriflame consultants.

Global Brand with Extensive PotentialAn important part of Oriflame’s branding initiatives is global brand tracking – that is, regularly assessing brand awareness, per-ception and attractiveness in different markets. The results indicate that Oriflame has a strong brand with an established position in many of its markets. In markets where Oriflame started opera-tions more recently, the brand is in a build-up phase with great potential for more brand adopters. The strategy is to build a global brand locally. Communication initiatives can be carefully tuned to a specific target group and market, but the perception of Oriflame must be the same globally.

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produCtsThe portfolio covers a wide spectrum of beauty products – skin care solutions for every need, exclusive and high-quality fragranc-es, a broad and sophisticated range of colour cosmetics, numer-ous hair and body care items, innovative wellness products and a variety of fashion accessories. Many of these products are used and enjoyed every day by Oriflame’s customers around the world. Today, customers are offered a total of around 1,000 cos-metics products, and approximately a third of these are renewed over a year.

Many of Oriflame’s products feature a high level of innovation based on extensive research. Examples include the Ecollagen Skin Care range and the Ecobeauty range that offers Oriflame’s most natural, ethical and environmentally responsible products. In the search for sustainable anti-ageing active ingredients, Oriflame has enhanced its capability in developing formulas that can boost and rejuvenate ageing skin, for instance in the abovementioned Ecolla-gen skin care products.

Sales by product category:

Colour cosmetics, 24%

Skin Care, 23%Fragrances, 20%

Personal &Hair Care, 18%

Accessories,9%Welness, 6%

globAl operAtionsAround 500 million products are sourced annually from about 60 suppliers and are shipped to Oriflame’s markets worldwide. The Global Operations Strategy focuses on making the processes as efficient and reliable as possible for Oriflame consultants and cus-tomers by better aligning supply and sales in Oriflame.

sourCing And trAnsportAtionOriflame has implemented a supply and sourcing strategy which consist in moving product sourcing and catalogue printing closer to the Group Distribution Centre facilities and major markets. The aim is to optimize the transportation procedures and to reduce lead times, transportation costs, greenhouse gas emissions and energy consumption. Oriflame prefers transportation by sea and by land and attempts to limit air shipments as much as possible. The Company is always exploring possible logistics alternatives. Over the years, the attempts to enhance the efficiency of all freight, with more goods in each transport unit, have been suc-

cessful, delivering benefits in terms of both efficiency gains and reduced CO² emissions. Moreover, the use of new shipping pro-curement procedures based on digital tools, have resulted in more favorable transportation contracts since 2013.

distribution Oriflame’s strategy for the CIS region and Europe is to consoli-date the warehouses into Group Distribution Centres (“GDC”) in order to reduce inventories and increase service levels, wher-ever it makes financial sense. Examples of such GDCs are Warsaw, Budapest and Moscow. The Russian GDC was opened in March 2013 in Noginsk nearby Moscow. It is a state-of-the-art facility built according to the highest environmental standards with LEED™ green building certification, and with capacity for picking and packing over one million units per day.

produCtionFactories and SuppliersOriflame’s quality assurance team works both with in-house man-ufacturing operations and subcontracted cosmetics suppliers to achieve consistent compliance with the high quality, safety, ethical and environmental standards set by the Company, regardless of the location of the manufacturing site. Products must comply with stringent international regulatory requirements and are exten-sively tested to ensure optimum safety, efficiency and quality.

In-House ProductionOriflame manufactures approximately 50 percent of its cosmetics product volumes in-house. Six Oriflame-owned factories produce skincare creams and liquids, foundations, mascaras, lipsticks and lip glosses, personal care and hair care products, fragrances as well as wellness products. In the end of 2014, Oriflame’s new production facility in Russia, located in Noginsk in the Moscow region, was completed and production of goods for sale was started in December 2014. In India, a new production site for wellness products was purchased in 2013 and after a period of refurbish-ment and certification process, the first commercial production started in December 2014. In order to consolidate production and logistics, Oriflame divested its production facilities in Kras-nogorsk, Russia and Ekerö, Sweden during 2014.

External SuppliersExternal suppliers in Western and Central Europe, Russia, Ukraine and Asia produce the remainder of the product range, including cosmetics, accessories and wellness products. In different regional sourcing initiatives, Oriflame strives to source as closely to its mar-kets as possible to shorten the supply chain and increase service levels. Over the years, the Company added new suppliers at stra-tegic locations, particularly in the C.I.S. region and in India.

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direCt sellingDirect selling as a traditional sales method may seem best suited to emerging markets without a developed retail sector. Lately, however, new consumer behaviour has been putting traditional retail to the test with, for instance, growing demand for home delivery, personal shoppers and, in particular, online shopping. As competition for consumers’ attention and confidence increases, direct selling offers a unique way of gaining loyal customers.

Today, key sources of consumer information are word of mouth, dissemination in social media, blogs, fan clubs or informal gatherings with friends, particularly for purchasing beauty prod-ucts. Many consumers prefer advice based on personal experi-ence, confirmed by a broad and well-known reference network. The direct seller is a familiar and trustworthy source of informa-tion about the product, brand, company, industry and supplier.

online FunCtions For oriFlAme ConsultAnts And CustomersOriflame’s digital strategy aims to support the overall vision of becoming the number one direct selling beauty company, with long-term efforts adapted to the rapid developments of the digi-tal business universe. As demand for online availability increases, the sales force is provided with new, efficient tools to enable them to conduct their business activities in this environment. Both Oriflame consultants and customers must be offered fast, reliable and intuitive order management. Moreover, the digital arena pro-vides an increasingly important branding channel. Utilization of online tools has continued to increase in recent years and cur-rently more than 90 percent of total orders were placed online. New, simplified ordering and registration processes were gradual-ly implemented in the last two years, and are now available in most markets. In 2014, Oriflame launched a new digital platform. The new platform will help harmonizing cross-channel communi-cation, support brand alignment and user experience for Consult-ants and customers visiting Oriflame sites, and also optimizing mobile access of Oriflame’s online services. Also, a new mobile application was launched globally to top Consultants to assist business results and leadership development.

Oriflame’s reach on major social media platforms such as Facebook, YouTube, vKontakte and Pinterest increased significantly during the year. On Facebook, Oriflame has more than 6 million fans. Other social media channels, such as the blogs of major fash-ion and beauty influencers in key markets, play a key role in branding and fuelling sales. Oriflame hosts one of the top fan pag-es for beauty companies, consisting of more than 40 local versions of official fan pages. The Company constantly invents new, efficient ways of promoting its beauty offering and campaigns on social platforms in order to attract new visitors, Oriflame consultants and customers.

Oriflame has seen a major increase in unique visitors to its websites during the last few years, and the number of unique visi-tors viewing Oriflame’s websites in 2014 amounted to 56 million. An increasing number of people previously not connected to the Company have visited the websites based on spontaneous or prompted interest in Oriflame through social media, search engine optimization or product marketing initiatives.

online tools to enhAnCe business growthOriflame consultants are offered a number of methods to help them succeed. These include the Oriflame Academy training pro-gram, and different tools gathered under a common system: SAR-PIO – Sales and Recruitment Processes in Oriflame. This was developed to offer Oriflame consultants support in managing their businesses, while ensuring that they consistently convey the Oriflame brand. SARPIO is a proven system and path for sus-tained growth and advancement in the Oriflame Success Plan reward system. This includes various tools that help Oriflame con-sultants to track performance of their networks and identify action areas that can improve business efficiency and drive growth. It also enhances communication with the sales force. Due to the increased presence of Oriflame consultants in the digital world and the global online trend, Oriflame now also include modules with best practice for how to develop the business also online.

mArketsCIS

Key figures 2012 2013 2014Sales, €m 785.2 694.1 549.4 Adj. op profit, €m1) 135.0 103.6 67.1 Adj. op margin 17.2% 14.9% 12.2%

1) Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufactur-ing overheads. This is in line with prior years.

Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Mongolia, Russia, Ukraine.

OperationsProductionNoginsk, Russia – Global factory supplying all regions. Shampoos, deodorants, liquid soaps, lipsticks and other cosmetic products. Inaugurated in February 2015.

Group distribution centersKiev, Ukraine – Serving the Ukrainian marketNoginsk, Russia – Serving primarily the Russian market

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OfficesRegional Office in Moscow, Russia

Europe

Key figures 2012 2013 2014Sales, €m 331.0 296.4 267.4 Adj. op profit, €m1) 47.8 38.6 33.0 Adj. op margin 14.4% 13.0% 12.3%

1) Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufactur-ing overheads. This is in line with prior years.

Bosnia, Bulgaria, Croatia, Czech Rep., Denmark, Estonia, Finland, Greece, Holland, Hungary, Kosovo, Latvia, Lithuania, Macedonia, Montenegro, Norway, Poland, Portugal, Romania, Serbia, Slovakia, Slovenia, Spain, Sweden, UK/Ireland.

OperationsProductionWarsaw, Poland – Global factory supplying all regions. Skin Care, Body care/toiletries, Colour Cosmetics (colour emulsions)

Group distribution centersWarsaw, Poland – Serving eleven marketsBudapest, Hungary – Serving eleven markets

OfficesRegional Office in Warsaw, Poland.

Latin America

Key figures 2012 2013 2014Sales, €m 100.6 116.0 122.7 Adj. op profit, €m1) 8.7 15.4 14.7 Adj. op margin 8.6% 13.3% 12.0%

1) Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufactur-ing overheads. This is in line with prior years.

Chile, Colombia, Ecuador, Mexico, Peru.

OperationsOfficesThe regional office in Santiago, Chile, is being relocated to Mexico City, Mexico, during mid 2015.

Turkey, Africa & Asia

Key figures 2012 2013 2014Sales, €m 265.0 291.1 319.0 Adj. op profit, €m1) 26.9 36.3 42.6 Adj. op margin 10.2% 12.5% 13.4%

1) Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufactur-ing overheads. This is in line with prior years.

Algeria, China, Egypt, India, Indonesia, Kenya, Morocco, Myanmar, Nigeria, Pakistan, Sri Lanka, Tanzania, Thailand, Tunisia, Turkey, Ugan-da, Vietnam.

OperationsProductionNoida, India – Skin Care, Body care/toiletries, Colour Cosmetics Kunshan and Beijing, China – Skin Care, Body care/toiletries, Col-our Cosmetics, WellnessRorkee, India – Wellness. Production started in December 2014.

OfficesRegional Office in Bangkok, Thailand and Delhi, India

employeesOriflame offers challenging work assignments in various areas. The Company’s international environment offers opportunities to work with people of many different nationalities, participate in global projects or transfer to a position in another part of the Oriflame world. The Company’s operations provide opportunities in areas such as sales & operations, marketing, branding & com-munication, supply, finance, legal, IT & online, human resources and business development. In addition to these functions, Oriflame provides unique careers in research & development and cata-logue creation. The research & development functions in Dublin and Stockholm employ over a hundred scientists and technical experts. A creative career at Oriflame offers a unique possibility to be involved in the production of one of the world’s largest beauty publications. The core team comprises art directors, layout artists, layout editors and copywriters.

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sustAinAbilityAs an inseparable part of its future success, Oriflame is integrating sustainability throughout its operational framework and business strategies. In order to expand and deepen its work on sustainabili-ty, Oriflame adopted a new comprehensive sustainability strategy in 2013, with a broad set of commitments covering product development, social issues and environmentally focused targets. The new strategy is based on a materiality assessment and focus-es on areas with the greatest relevance for Oriflame, and where initiatives can have the most impact. For each of the three key areas, Oriflame has set a range of commitments and time-bound targets designed to improve performance and move the Compa-ny closer to its long-term vision of becoming sustainable.

1. Successful PeopleA cornerstone in Oriflame’s operations is, and has always been, to create opportunities to improve people’s lives and for consultants and customers, employees and suppliers, but also in a broader sense by its community involvement and support for social causes.

2. Great ProductsContinuously improving the sustainability profile of product rang-es is part of Oriflame’s strategy to bring beauty and wellbeing in a responsible way. Oriflame’s goal is to continue developing prod-ucts that meet the highest social, ethical and environmental standards.

3. Thriving PlanetDriving environmental sustainability, not only across Oriflame’s own activities but throughout the value chain, is a key long term goal. Focus areas include the sourcing of renewable and sustaina-ble materials whenever possible, reduction of emissions to air and water, and reducing the amount of waste produced.

Sustainability has a permanent place on the management agenda where targets and commitments are regularly followed-

up and reviewed. Whilst progress is being made, Oriflame recog-nizes that this is a continual journey and there is still much more to be done and new challenges lie ahead.

One of Oriflame’s key priorities is increasing the sustainability profile of the Company’s buildings and operations. As part of this, Oriflame is aiming towards LEED certifying all new construction and major renovations: The Company’s Global Distribution Cen-tre at Noginsk, Moscow was awarded a LEED Silver certification in 2013, and the Company’s new manufacturing entities in Russia and India are currently undergoing the certification process.

The Oriflame sustainability work continued to gain recogni-tion from external stakeholders in 2014;

● In May, the Oriflame Ecobeauty cross-category range was given the prestigious 2014 Eco Beauty Award at the CEW Beauty Awards (Cosmetic Executive Women), for being the first range of its kind in the industry focusing on sustainability in each step of the production process.

● In May, Oriflame was presented with the “Sustainable Standard Setter” award from the Rainforest Alliance.

● In September, the LEED certified Noginsk Distribution Center was nominated as a finalist in the 2014 “Best of Buildings Awards” presented by the U.S. Green Building Council.

● In October, Oriflame was also recognized as a leader for cor-porate action on climate change for its actions to reduce car-bon emissions by being awarded with a position on the “A List”: “The CDP Climate Performance Leadership Index 2014”.

● The index presents 187 listed companies identified as demon-strating a superior approach to climate change mitigation.

● A research publication by Oriflame’s Skin Research Institute was awarded winner of 2014’s “Best Paper” by the Internation-al Journal of Cosmetic Science.

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CONSOLIDATED INCOME STATEMENTS

first quarter full year€’000 2015 2014 2014 2013 2012

Sales 307,820 327,232 1,265,849 1,406,721 1,489,285Cost of sales (99,102) (103,213) (399,468) (420,291) (436,271)Gross profit 208,718 224,019 866,381 986,430 1,053,014

Other income 10,968 11,430 44,998 51,811 55,904Selling and marketing expenses (118,139) (125,908) (474,496) (525,847) (550,739)Distribution and infrastructure* (23,974) (27,059) (103,560) (114,724) (123,678)Administrative expenses (60,347) (59,850) (238,597) (261,062) (259,382)Operating profit 17,225 22,633 94,726 136,608 175,119

Financial income 59,760 13,102 77,694 38,959 21,557Financial expenses (59,978) (17,579) (98,220) (68,538) (43,782)net financing costs (218) (4,477) (20,526) (29,579) (22,225)net profit before income tax 17,008 18,156 74,200 107,029 152,894

Current tax (7,427) (7,186) (32,930) (25,784) (24,094)Deferred tax 1,651 564 (3,818) (2,602) (7,348)Total income tax expense (5,776) (6,622) (36,748) (28,386) (31,442)Net profit 11,232 11,534 37,452 78,643 121,452

earnings per share, €Basic 0.20 0.21 0.67 1.41 2.13Diluted 0.20 0.21 0.67 1.41 2.13

* Due to organizational changes, from 2013 Oriflame has decided to present additional information related to the distribution and infrastructure costs in the consolidated income statements. Therefore the distribution and infrastructure costs have been reclassified from Administrative expenses and Selling and Marketing expenses. Comparative figures for 2013 and 2012 have been presented accordingly.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

first quarter full year€’000 2015 2014 2014 2013 2012

net profit 11,232 11,534 37,452 78,643 121,452

Other comprehensive incomeItems that will not be reclassified subsequently to profit or loss:Revaluation reserve 227 (26) (446) (454) 13Items that are or may be reclassified subsequently to profit or loss:Foreign currency translation differences for foreign operations 11,432 (16,913) (52,276) (24,797) 4,663Effective portion of changes in fair value of cash flow hedges, net of tax (4 697) 1,318 2,379 (261) (1,661)Total items that are or may be reclassified subsequently to profit or loss 6 736 (15,595) (49,897) (25,058) 3,002

Other comprehensive (expense)/income for the period, net of tax 6 962 (15,621) (50,343) (25,512) 3,015Total comprehensive income for the period 18,195 (4,086) (12,891) 53,131 124,467

Financial information in summaryThe financial information below refers to the 2014, 2013, and 2012 fiscal years and the first quarter of 2015 and 2014. The financial information for 2014, 2013, and 2012 has been audited by the Company’s auditors, while the financial information for the first quarter of 2015 and 2014 has not been audited or reviewed by the Company’s auditors. The consolidated financial information has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the interpretations issued by the International Financial

Reporting Interpretations Committee (IFRIC). For comments on the financial information below, please refer to the section “Com-ments on financial development”. The information below is to be read in conjunction with the Company’s accounts for the fiscal years 2014, 2013, and 2012 that have been incorporated into the Offer Document by reference. For more information on the doc-uments incorporated by reference, refer to the section “Legal issues and supplemental information” under the heading “Incor-poration by reference”.

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

31 march 31 december€’000 2015 2014 2014 2013 2012

AssetsProperty, plant and equipment 182,798 241,253 172,904 254,537 251,584Intangible assets 18,858 19,842 19,532 20,802 20,745Investment property 541 814 542 928 999Deferred tax assets 22,167 26,327 19,201 26,614 30,675Other long-term receivables 898 855 1,008 1,129 1,605Total non-current assets 225,262 289,091 213,187 304,010 305,608

Inventories 180,854 193,797 169,478 196,876 212,562Trade and other receivables 79,377 87,516 81,410 83,597 84,808Tax receivables 8,042 4,122 5,865 2,894 3,178Prepaid expenses 43,656 42,904 43,563 53,412 44,375Derivative financial assets 111,801 28,115 90,067 18,973 36,654Cash and cash equivalents 117,538 93,375 95,569 107,336 106,246Total current assets 541,268 449,829 485,952 463,088 487,823

Total assets 766,530 738,920 699,139 767,098 793,431

EquityShare capital 71,527 71,517 71,527 71,517 71,401Treasury shares (41,235) (41,235) (41,235) (41,235) -Reserves (128,344) (100,055) (135,306) (84,458) (56,403)Retained earnings 257,163 233,914 245,931 222,379 237,860Total equity 159,111 164,141 140,917 168,203 252,858

LiabilitiesInterest-bearing loans 348,601 360,213 310,329 379,672 316,374Other long-term non interest-bearing liabilities 1,498 2,175 1,433 2,592 3,173Deferred income 325 409 279 406 527Deferred tax liabilities 2,612 4,894 3,232 4,621 4,225Total non-current liabilities 353,036 367,691 315,273 387,291 324,299

Current portion of interest-bearing loans 33,199 2,835 30,163 2,744 2,517Trade and other payables 92,696 88,926 86,915 82,357 93,400Deferred income 2,680 2,868 2,948 3,148 -Tax payables 13,256 8,482 12,492 10,878 9,842Accrued expenses 94,875 89,734 88,769 98,082 102,662Derivative financial liabilities 12,013 7,683 14,652 6,440 4,235Provisions 5,664 6,560 7,010 7,955 3,618Total current liabilities 254,383 207,088 242,949 211,604 216,274Total liabilities 607,419 574,779 558,222 598,895 540,573

Total equity and liabilities 766,530 738,920 699,139 767,098 793,431

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CONSOLIDATED STATEMENTS OF CASH FLOWS

first quarter full year€’000 2015 2014 2014 2013 2012Operating activitiesnet profit before income tax 17,008 18,156 74,200 107,029 152,894Adjustments for :

Depreciation of property, plant and equipment and investment property 4,681 5,555 21,764 24,952 22,156Amortisation of intangible assets 1,095 1,207 5,318 4,527 4,727Impairment of goodwill – – – – 5,275Impairment losses on property, plant and equipment – – 1,754 – –Impairment of inventories – – – 7,750 –Change in fair value of borrowings and derivatives financial instruments 13,729 (6,103) (19,073) (2,372) 5,751Deferred income (325) 111 540 3,032 18Share incentive plan – 25 (640) 340 2,218Unrealised exchange rate differences (10,486) 4,534 5,872 14,945 (2,948)Profit on disposal of property, plant and equipment, intangible assets and investment property (71) (19) (12,616) (1,036) (136)Loss on disposal of a subsidiary – – 3,318 – –Financial income (5,625) (4,206) (17,904) (16,387) (16,698)Financial expenses 8,424 6,763 30,373 29,336 30,822

Operating profit before changes in working capital and provisions 28,430 26,023 92,906 172,116 204,079Decrease/(increase) in trade and other receivables, prepaid expenses and derivative financial assets 27,426 3,309 5,554 (17,015) (4,466)(Increase)/decrease in inventories 2,046 (355) 29,244 (8,891) 48,633Increase/(decrease) in trade and other payables, accrued expenses and derivative financial liabilities (21,037) 2,266 11,746 (2,572) 1,869(Decrease)/increase in provisions (1,602) (1,309) (1,704) 4,666 (5,367)cash generated from operations 35,263 29,934 137,746 148,304 244,748Interest received 4,962 4,325 17,202 16,605 16,797Interest and bank charges paid (6,628) (6,419) (31,348) (30,141) (33,867)Income taxes paid (9,495) (10,933) (33,646) (22,637) (44,018)cash flow from operating activities 24,102 16,907 89,954 112,131 183,660

investing activitiesProceeds on sale of property, plant and equipment, intangible assets and investment property 85 1,169 33,680 1,473 571Purchases of property, plant and equipment, and investment property (3 699) (9,488) (31,958) (49,769) (66,032)Discposal of a subsidiary – – (3,350) – –Purchases of intangible assets (323) (280) (4,322) (4,688) (5,241)cash flow used in investing activities (3,937) (8,599) (5,950) (52,984) (70,702)

financing activitiesProceeds from borrowings (286) 1,094 215,499 401,302 103,094Repayments of borrowings (172) (20,617) (293,695) (316,396) (149,785)Acquisition of subsidiary, net of cash acquired – – – – (12)Proceeds from issuance of new shares – – 145 278 1,906Acquisition of own shares – – – (41,235) –Increase/(decrease) of finance lease liabilities (21) (13) (27) (12) 38Dividends paid – – (13,888) (97,081) (99,586)cash flow used in financing activities (479) (19,536) (91,966) (53,144) (144,345)

change in cash and cash equivalents 19,686 (11,228) (7,962) 6,003 (31,387)Cash and cash equivalents at the beginning of the period 95,515 106,788 106,788 106,171 136,940Effect of exchange rate fluctuations on cash held 2,342 (2,276) (3,311) (5,386) 618cash and cash equivalents at the end of the period net of bank overdrafts 117,543 93,284 95,515 106,788 106,171

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KEY FIGURES

first quarter full year€ million unless stated otherwise 2015 20141) 20142) 20133) 2012

Sales 307.8 327.2 1,265.8 1,406.7 1,489.3Gross profit 208.7 224.0 866.4 986.4 1,053.0Gross margin, % 67.8 68.5 68.4 70.1 70.7EBITDA 23.0 29.4 122.9 166.5 204.2Adjusted operating profit 17.2 23.1 97.8 142.4 175.1Adjusted operating margin, % 5.6 7.0 7.7 10.1 11.8Adjusted net profit 11.2 12.0 47.04) 84.4 121.5Return on capital employed, ROCE, % – – 19.9 25.4 30.8Cash flow from operating activities 24.1 16.9 90.0 112.1 183.7Cash flow from operating activities, per share, € 0.43 0.30 1.62 2.02 3.22Equity/assets ratio, % 20.8 22.2 20.2 21.9 31.9Net interest-bearing debt 5) 264.7 270.4 245.4 275.9 214.0Interest cover 3.4 5.6 5.4 7.6 9.7Adjusted earnings per share, diluted, € 0.20 0.22 0.844) 1.52 2.13Active consultants (‘000) 3,429.0 3,481.0 3,473.0 3,460.0 3,422.0Average number of full-time equivalent employees 6,762.9 7,374.9 7,039.0 7,340.0 7,465.01) Adjusted for restructuring costs of €0.4m.2) Adjusted for non-recurring items of €3.1m.3) Adjusted for non-recurring items of €5.8m.4) Adjusted for additional non-recurring tax items of €6.4m.5) Net interest-bearing debt includes US Loan fair value. The net interest-bearing debt at hedged values would be €196.8m (2014), €263.3m (2013) and €179.2m (2012).

DEFINITIONS capital employed Total assets less non interest-bearing liabilities, including deferred tax liabilities.

cash flow from operating activities Operating cash flow after interest received, interest and bank charges paid and after income taxes paid.

ebiTdA Operating profit before financial items, taxes, depreciation, amortisation and share incentive plan.

interest cover Operating profit plus interest income divided by interest expenses and charges.

net interest-bearing debt Interest-bearing debt excluding front fees minus cash and cash equivalents.

Operating capital Total assets less cash and cash equivalents and non interest-bearing liabilities, including deferred tax liabilities.

return on capital employed Operating profit plus interest income divided by average capital employed

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Comments on the financial developmentthree months ended 31 mArCh 2015 CompAred with three months ended mArCh 31 2014Turnover and resultsSales in local currencies increased by 1 percent and EUR sales declined by 6 percent to EUR 307.8 million compared to EUR 327.2 million in the same period prior year. Sales development in local currencies was impacted by a 2 percent increase in produc-tivity while the number of active consultants in the quarter decreased by 1 percent to 3.4 million (3.5 million).

Unit sales were down by 8 percent, while the price/mix effect was positive at 9 percent.

The overall market conditions remained very volatile in the CIS region, and Russia slowed-down in the quarter. Significant price increases were taken in Russia, which had an adverse effect on volumes.

Local currency sales increased by 7 percent in Latin America and by 23 percent in Turkey, Africa & Asia, while CIS decreased by 5 percent and Europe by 11 percent.

Gross margin was 67.8 percent (68.5 percent) and the adjust-ed operating margins amounted to 5.6 percent (7.0 percent). The adjusted operating margin was negatively impacted by currency movements of approximately 250 bps, start-up cost in the Noginsk factory, underutilisation of assets and higher selling and marketing expenses. These factors were partly offset primarily by positive price/mix effects and gain from hedges.

Adjusted net profit amounted to EUR 11.2 million (EUR 12.0 million) and earnings per share amounted to EUR 0.20 (EUR 0.22).

Cash flow & investmentsCash flow from operating activities in the first quarter amounted to EUR 24.1 million (EUR 16.9 million) helped by positive devel-opment of working capital components and realized profit on exchange rates. An insurance claim of €7.8m relating to Indian warehouse fire in 2013 was received impacting the cash flow positively in the quarter. Cash flow used in investing activities amounted to EUR –3.9 million (EUR –8.6 million).

Financial positionNet interest-bearing debt amounted to EUR 264.7 million compared to EUR 270.4 million at the end of the first quarter 2014. The net debt/EBITDA ratio was 2.3 (1.8) and interest cover amounted to 3.4 (5.6) in the first quarter 2015.

Net interest-bearing debt at hedged values amounted to EUR 175.3 million (EUR 257.3 million). The net debt at hedged values/EBITDA ratio was 1.5 (1.7).

Related partiesThere have been no significant changes in the relationships or transactions with related parties compared with the information given in the Annual Report 2014.

PersonnelThe average number of full-time equivalent employees for the quarter was 6,763 (7,375). The reduction is a result of efficiency measures taken including moving administrative functions to Global Service Centers.

2014 CompAred with 2013 Turnover and resultsSales in local currencies increased by 1 percent and EUR sales decreased by 10 percent to EUR 1,265.8 million in the same period prior year. 2014 was a year of mixed development in the different regions – with continued challenges in many parts of Europe and CIS, in particular in Ukraine due to the geopolitical crisis, while strong development in Latin America, Turkey, Africa and Asia.

Sales development in local currencies was the result of a 1 percent increase in productivity while the number of active consultants was unchanged.

Gross margin amounted to 68.4 percent (70.1 percent) and adjusted operating margin was 7.7 percent (10.1 percent). Efficiency measures and price and mix improvements continued to deliver underlying margin improvement however over-shadowed by strong currency headwind and lack of leverage on overhead costs.

Adjusted net profit amounted to EUR 47.0 million (EUR 84.4 million) and adjusted earnings per share to EUR 0.84 (EUR 1.52).

Cash flow & investmentsThe full year cash flow from operating activities amounted to EUR 90.0 million (EUR 112.1 million) and cash flow used in investing activities amounted to EUR –6.0 million (EUR –53.0 million).

Financial positionNet interest-bearing debt amounted to EUR 245.4 million com-pared to EUR 275.9 million at the end of 2013. The decrease follows the prioritisation of debt reduction verse dividends. The net debt/EBITDA ratio was 2.0 (1.7) and interest cover amounted to 5.4 (7.6) during the last twelve months.

Net interest-bearing debt at hedged values amounted to EUR 196.8 million (EUR 263.3 million). The net debt at hedged values/EBITDA ratio was 1.6 (1.6).

Related partiesThere have been no significant changes in the relationships or transactions with related parties compared with the information given in the Annual Report 2013.

PersonnelThe average number of full-time equivalent employees amounted to 7,039 (7,340) during the last twelve months. The reduction is a result of efficiency measures taken including moving administrative functions to Global Service Centers.

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2013 compared with 2012Turnover and resultsSales in local currencies decreased by 1 percent and EUR sales amounted to EUR 1,406.7 million compared to EUR 1,489.3 million in the same period prior year. The weak sales development was due mainly to the underperformance in CIS and Europe. The revised Success Plan introduced in the CIS region didn’t fully deliver the desired effects, and thus after evaluating the first phase further improvements were introduced in 2014. In addition, currency headwind impacted sales negatively.

Sales development in local currencies was the result of a 1 percent increase in the number of active consultants and a 2 percent decrease in productivity.

Gross margin amounted to 70.1 percent (70.7 percent) and adjusted operating margin was 10.1 percent (11.8 percent). Margins were negatively impacted by currency movements and negative leverage. This was partly offset by positive price/mix effects.

Adjusted net profit amounted to EUR 84.4 million (EUR 121.5 million) and adjusted earnings per share to EUR 1.52 (EUR 2.13). The result was affected by net financing costs of EUR 29.6 million compared to EUR 22.2 million last year, mainly an effect of higher net losses on currency exchange. The tax rate was impact-ed by the losses on exchange as well as the restructuring charge.

Cash flow from operating activities amounted to EUR 112.1 million (EUR 183.7 million), as a result of lower EBITDA and an increase in working capital while working capital decreased in the same period last year.

Cash flow & investmentsThe full year cash flow from operating activities amounted to EUR 112.1 million (EUR 183.7 million) and cash flow used in investing activities amounted to EUR –53.0 million (EUR –70.7 million).

Financial positionNet interest-bearing debt amounted to EUR 275.9 million com-pared to EUR 214.0 million at the end of 2012. The net debt/EBITDA ratio was 1.7 (1.0) and interest cover amounted to 7.6 (9.7) during the last twelve months.

Net interest-bearing debt at hedged values amounted to EUR 263.3 million (EUR 179.2 million). The net debt at hedged values/EBITDA ratio was 1.6 (1.0).

Related partiesThere have been no significant changes in the relationships or transactions with related parties compared with the information given in the Annual Report 2012.

PersonnelThe average number of full-time equivalent employees amounted to 7,366 (7,481) during the last twelve months.

Equity, net debt and other financial informationequity and liabilitiesOriflame is financed by equity and liabilities, with interest-bearing liabilities to credit institutions accounting for 62.9 percent of the liabilities. As at 31 March 2015, the equity amounted to EUR 159.1 million. As at the same date, Oriflame had short-term interest- bearing liabilities of EUR 33.2 million and long-term interest-bearing liabilities of EUR 348.6 million. Of the total liabilities of EUR 607.4 million, EUR 381.8 million was interest-bearing liabilities. The non-interest-bearing liabilities totaling EUR 225.6 million consisted of accounts payable, deferred income, accrued expenses, deferred tax liabilities, derivative financial liabilities and other liabilities and provi-sions. Oriflame’s capital structure as at 31 March 2015, i.e. before the implementation of the Offer, is presented below.

€'000 2015-03-31

Total current liabilities 254,383Against guarantee –Against collateral –Without guarantee or collateral 254,383

Total non-current liabilities 353,036Against guarantee –Against collateral –Without guarantee or collateral 353,036

Total equity 159,111Share capital 71,527Other restricted capital 48,473Unrestricted equity 39,111

net debtOriflame’s net debt as at 31 March 2015, i.e. before the implementation of the Offer, is presented below.

€'000 2015-03-31

(A) Cash and cash equivalents 117,538(B) Other cash and cash equivalents –(C) Current investments –(D) Liquidity (A)+(B)+(C) 117,538

(E) Current financial receivables –

(F) Current bank debts –(G) Current component of the loan debt 33,191(H) Other current financial liabilities 8(I) Interest-bearing current liabilities (F)+(G)+(H) 33,199

(J) Current net indebtedness (I)–(E)–(D) (84,339)

(K) Non-current bank debts –(L) Notes issued 349,046(M) Other non-current liabilities –(N) Interest-bearing non-current liabilities (K)+(L)+(M) 349,046

(O) Net debt (J)+(N) 264,707

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Cost struCtureAn approximate distribution of Oriflame’s costs is presented below. Oriflame’s primary cost items include raw material and components, compensation to Oriflame consultants under the Success Plan and staff costs.

Cost structure

Cost of sales

Selling and marketing expenses

0%

20%

40%

60%

80%

100%

20142013

32% 33%

40% 39%

9% 9%

20% 20%

Distribution and infrastructure

Administrative expenses

Credit FACility AgreementOn 27 April 2015, Oriflame signed a EUR 110 million five-year revolving, multi-currency, committed, Credit Facility, replacing the EUR 330 million five-year facility signed on 23 May 2011.

In July 2011, Oriflame successfully completed the issuance of USD 195 million and EUR 25 million private placement notes. The Note Purchase Agreement, which was signed the 13 July 2011, identifies four series of fixed-rates’ Senior Notes with different maturities: USD 75 million due July 2018, EUR 25 million due July 2018, USD 70 million due July 2021 and USD 50 million due July 2023. Interest is paid semi-annually and it is in the range between 4.70 percent and 5.70 percent per annum.

In April 2010, Oriflame successfully entered into a USD 165 million loan in the U.S. Private Placement market (of which USD 140 million is still outstanding). The Note Purchase Agreement, which was signed the 20 April 2010, identifies two series of fixed-rates’ Senior Notes with different maturities: USD 70 million due April 2017 and USD 70 million due in April 2020. Interest is paid semi-annually and it is in the range between 5.00 percent and 6.50 percent per annum.

For the USD portion of the USPP notes issued in both years Oriflame entered into Interest Rate Cross Currency Swaps that converts to EUR all the flows associated with these liabilities. Hence, at the maturity of each of the principal amounts Oriflame will pay EUR amounts already predefined at the date of the clos-ing of those deals in 2010 and 2011. Interest payments done on a periodic basis are as well in EUR.

The Credit Facility provides that utilizations may be in EUR or other freely convertible currencies, as agreed. The interest payable is calculated at the relevant inter-bank rate plus the applicable margin.

The Credit Facility and the Note Purchase Agreements contain a number of operating covenants, including restrictions on subsidiary borrowings, restrictions on lending and giving guaran-tees for financial indebtedness, and restrictions on the disposal of material assets. It also contains a number of financial covenants which include required ratios of consolidated net debt to consoli-dated EBITDA of Oriflame, consolidated EBIT to consolidated finance costs and net worth. Oriflame was in compliance with these covenants as of 31 March 2015 as well as of 31 December 2014, 2013 and 2012.

investments

description year Value (meur)

Group Distribution Center and cosmetics factory in Noginsk, Russia

2010– Q1 2015 149

Wellness factory in Roorkee, India 2013 5New production line and mixing equip-ment in cosmetics factory Ekerö, Sweden* 2011 2

* In order to consolidate production and logistics, Oriflame divested its production facility in Ekerö, Sweden during 2014.

Investment property includes commercial premises, not currently leased, as well as a plot of land. Items of Investment property are stated at cost less accumulated depreciation. Depreciation is charged to the consolidated income statements on a straight-line basis over an estimated useful life from 20 to 50 years.

The fair value of investment properties has been estimated to the amount of EUR 2.3 million in 2014 (EUR 5.8 million in 2013).

The fair value of investment properties has been determined based on valuations performed by First Realty Brokerage UA, Ukraine and mgr Ewa Rysak-Ostrowska Poland, both accredited independent valuers. The fair value of the investment properties has been categorised as a Level 2 fair value based on transactions observable in the market.

intAngible Assets Oriflame’s intangible assets consist of goodwill, property rights and software property rights. As at 31 March 2015, Oriflame’s intangible assets totaled EUR 18.9 million, of which EUR 5.4 mil-lion related to goodwill.

tAngible AssetsOriflame’s tangible assets consist mainly of freehold land and buildings, improvement to leasehold property, plant and machinery. As at 31 March 2015, Oriflame’s tangible assets totaled EUR 182.8 million.

sensitivity AnAlysisOriflame trades in more than forty currencies. Oriflame has selected the top five markets and shows their impact on operat-ing profit and equity. This analysis assumes that all other variables, in particular interest rates, the exchange rates of other currencies to the EUR, the selling prices of the Oriflame entities in the coun-tries under review, remain constant over the year. The analysis is

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performed on the same basis for 2013. 1 percent strengthening of EUR against the following currencies on average over the report-ing year would have increased (decreased) Oriflame’s operating profit or loss and equity as shown below.

effect on Group operating profit in % 2013 2014

RUB (1.4) (1.6)IDR (0.3) (0.4)INR (0.2) (0.4)UAH (0.4) (0.3)MXN (0.2) (0.3)

effect on Group equity in € million 2013 2014

RUB (0.8) (0.2)IDR (0.1) (0.2)INR (0.1) (0.1)UAH 0.0 (0.2) MXN (0.1) (0.1)

FinAnCiAl risk mAnAgementOriflame has exposure to the following risks from its use of financial instruments

● Market Risk ● Credit Risk ● Liquidity Risk

The board of directors has overall responsibility for the establish-ment and oversight of the Oriflame Group’s risk management framework. The Oriflame Group’s risk management policies are established to identify and analyze the risks to which the Compa-ny is exposed, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed on a regular basis to reflect changes in market conditions and in the Oriflame Group’s activities.Market riskMarket risk is the risk that changes in market prices, such as for-eign exchange rates or interest rates will affect Oriflame’s income or the value of its holdings of financial instruments. The market risk management objective is to manage and control market risk exposures within acceptable parameters, while optimizing return on risk. Oriflame buys and sells derivatives in the ordinary course of business, and also incurs financial liabilities, in order to manage market risks. Generally Oriflame seeks to apply hedge accounting in order to manage volatility in profit or loss.

Foreign CurrenCy risk mAnAgementTranslation ExposureTranslation exposure arises due to the financial results and bal-ance sheet positions of operating subsidiaries reported in the respective currencies of their country of incorporation. Profits and losses and assets and liabilities in the various local currencies are translated into EUR, the presentation currency. Countries having a functional currency other than EUR, profits and losses are

translated at average exchange rates and assets and liabilities are translated at closing exchange rates. Fluctuations in exchange rates against EUR will give rise to differences. These differences are recorded as translation gains or losses in the shareholders’ equity.

Transaction ExposureCurrency transaction exposure arises whenever a subsidiary enters into a transaction using a currency other than its measure-ment currency. If the relevant exchange rates move between the date of the transaction and the date of final payment, the resulting currency balance will produce a gain or loss on exchange. Such gains or losses are included in financial income and expense.

Strategic Currency ExposureStrategic currency exposure arises in countries, which are not part of the European Monetary Union (EMU), or whose curren-cies are not pegged to the EUR. When the exchange rate of the non-EMU currencies fluctuates against the EUR, it affects the gross margin in those countries, as approximately 60 percent of Oriflame’s products are sourced and produced within the EMU.

The objective of Oriflame is to hedge any currency transac-tion exposure by seeking to match revenues and costs or to match assets and liabilities in the same currency. However, given the geographical diversity of Oriflame’s operations, a significant portion of sales is generated in currencies other than those in which the majority of expenses are incurred. In circumstances where revenues and costs cannot be matched, the currency transaction exposure may be hedged by periodically adjusting prices or by entering into hedging transactions.

Oriflame hedges up to 100 percent of selected currency transaction exposures by entering into a variety of forward contracts in currencies in which subsidiaries of Oriflame transact business, to the extent that forward contracts are available in the market at a reasonable cost.

As at 31 March 2015 there were a variety of forward exchange contracts outstanding for a nominal amount equivalent of EUR 137.2 million with maturities ranging from April 2015 to March 2016, to hedge selected currency transaction exposures and highly probable forecast transactions.

Interest riskIn April 2010, when entering into the USD 165 million notes and linked cross currency interest rate swaps (of which USD 140 mil-lion is still outstanding), Oriflame effectively created a floating rate of 6-month Euribor obligation, receiving USD denominated semi-annual fixed swap rate and paying 6-month Euribor plus spread under the cross currency interest rate swaps, which Oriflame decided to hedge economically through series of interest rate cap agreements, totalling EUR 121.3 million (of which USD 102.9 mil-lion is still outstanding). The caps protect against a rise of 6-month Euribor over 4 percent and do not qualify for cash flow hedge accounting treatment under IAS 39, since the underlying hedged item is a derivative itself.

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In July 2011, when Oriflame entered into a USD 75 million and USD 50 million loan in the U.S. private placement market (USD loan) and linked cross currency interest rate swaps, Ori-flame effectively created fixed rate EUR obligations. These loans are accounted as financial liability at amortised costs. Oriflame applies cash flow hedge accounting for related cross currency interest rate swaps.

In July 2011, when entering into the USD 70 million notes and linked cross currency interest rate swaps, Oriflame effectively cre-ated a floating rate of 3-month Euribor obligation, receiving USD denominated semi-annual fixed swap rate and paying 3-month Euribor plus spread under the cross currency interest rate swaps, which Oriflame decided to hedge economically through series of interest rate cap agreements, totalling EUR 49.0 million. The caps protect against a rise of 3-month Euribor over 4.5 percent and do not qualify for cash flow hedge accounting treatment under IAS 39, since the underlying hedged item is a derivative itself.

Liquidity riskLiquidity risk is the risk that Oriflame will not be able to meet its financial obligations as they fall due. Oriflame’s approach to man-aging liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both nor-mal and stressed conditions, without incurring unacceptable loss-es or risking damage to Oriflame’s reputation.

Credit riskCredit risk is the risk of financial loss to Oriflame if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from Oriflame’s receivables from customers. There is a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Management per-forms ongoing evaluations of the credit position of its consultants. Due to the nature of the direct sales industry, Oriflame does not have significant exposure to any individual customer.

As of 31 March 2015 there was no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

mAteriAl ChAnges sinCe 2012Between 1 January and 31 December 2012, Oriflame expanded further on the African continent by acquiring the former fran-chisee businesses in Kenya, Tanzania and Uganda.

Between 1 January and 31 December 2013, Oriflame initiat-ed a share buyback program and a total of 1,613,409 shares were acquired during the period 2 January and 12 April 2013. The Company also started operations in the Group Distribution Cen-tre in Noginsk, Russia, and purchased a Wellness production site in Roorkee, India. Geographical expansion included market entries in Tunisia, Nigeria and Myanmar.

Between 1 January and 31 December 2014, Oriflame divest-ed its manufacturing sites in Krasnogorsk, Russia, and Ekerö, Swe-den. A production facility in Noginsk, Russia, was completed and

production started. Production also started in the Wellness pro-duction site in Roorkee, India.

During the first quarter of 2015, Oriflame’s production site in Noginsk, Russia, was officially inaugurated.

On 27 April 2015, Oriflame signed a EUR 110 million five-year revolving, multi-currency, committed, Credit Facility, replacing the EUR 330 million five-year facility signed on 23 May 2011.

On 20 April 2015 the series A loan in the U.S. Private Place-ment market matured and Oriflame repaid the aggregated princi-pal amount of USD 25 million together with accrued interest to the international investors.

No other events of material significance to OCSA’s financial position or position in the market have occurred since 31 March 2015, the date of its first quarter interim report.

Board of directors, management and auditorsboArd oF direCtors And mAnAgementAs of the date of this Offer Document, the board of directors of OCSA is composed of nine ordinary members, with no deputies. All board members are elected to the board for a period ending at the next annual general meeting to be held in 2016. The board members and the members of the management team, which are principally identical with the board and management of OHAG, are presented in detail in the section “Description of the New Group and OHAG”.

AuditorsThe annual general meeting of OCSA held on 19 May 2015 resolved to re-elect KPMG Luxembourg Société coopérative as independent auditor (réviseur d’entreprises) for a period ending at the next annual general meeting.

KPMG Luxembourg Société coopérative is the Luxembourg member firm of KPMG International and has been engaged as OCSA’s independent auditor since 21 May 2007. The KPMG Luxembourg Société coopérative team is, since 2013, headed by Stephen Nye.

Share capital and ownership structuregenerAlOCSA has been registered with the Luxembourg Register of Companies since 3 February 1970, with registration number B. 8.835. OCSA was admitted to trading on the then Nasdaq Nor-dic Exchange on 24 March 2004 through an initial public offering of SDRs. OCSA is currently listed on Nasdaq Stockholm, large cap, under the ticker symbol ORI SDB. Each SDR represents one share.

shAres And shAre CApitAl etC.OCSA’s shares are issued in accordance with Luxembourg law. The rights of shareholders, including those of minority holders, may only be amended in accordance with the procedures set out in article 67-1 of the Luxembourg Company Law. It should be

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noted in this regard that the commitments of the shareholders may be increased only with their unanimous consent.

OCSA’s share capital is denominated in EUR. According to the articles of association of OCSA, as amended for the last time on 28 August 2014, the share capital of the Company is fixed at EUR 71,527,465 represented by 57,221,972 shares with no desig-nation of nominal value. The shares have a par value of EUR 1.25. According to the articles of association of OCSA, the authorized capital of the Company is fixed at EUR 102,400,000. Pursuant to article 5 of the articles of association of OCSA, the board of directors of OCSA has the power to issue shares and increase the share capital of the Company within the limits of its author-ized capital for a period ending five years after 19 May 2011 to persons exercising their rights under the 2011 share incentive plan and to exclude the pre-emption rights of existing sharehold-ers by the issue of up to 2,700,000 shares under such plan. For more information on the Company’s incentive program, please refer to section “Share incentive plan”. Such authorization may be renewed by a decision of the general meeting. The realization of the authorized capital takes place by the creation and issue of new shares with no designation of nominal value which benefit from the same rights as shares previously issued. In addition, according to article 37 of the articles of association of the Company, OCSA may use its general reserves to purchase its own shares. Any share so purchased shall not carry the right to vote or the right to receive dividends in respect thereof.

OCSA has one class of shares with equal rights to dividends. Shareholders are entitled to one vote per share at general meet-ings of OCSA. All OCSA shares and SDRs are freely transferrable. More generally, all shares issued by the Company rank pari passu with each other and enjoy equal rights as provided in the Luxem-bourg Company Law and the Company’s articles of association and no share in the Company carries special voting and/or control rights. The Company’s articles of association also do not provide for any voting restrictions: however, in compliance with the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, the articles of association introduced a record date system according to which only those shareholders (either directly or indirectly by holding SDRs) who are shareholders of the Company at midnight (Luxembourg time) on the 14th day prior the general meeting (the “Record Date”) – respectively who are able to prove that they are shareholders as at the Record Date – shall have the right to participate and to vote at the general meetings. Furthermore, in accordance with article 28 of the law of 11 January 2008 on the transparency requirements regarding issuers of securities (the “Transparency Law”), any shareholder (or group of shareholders) who has (or have) crossed the thresholds set out in articles 8 to 15 of the Transparency Law without having notified the Company accordingly will have his (their) voting rights attached to the shares exceeding the fraction that should have been notified, suspended until such time as the notification has been properly made. Finally, following to the entry into force of the aforemen-

tioned Law of 28 July 2014, voting and financial rights attached to those shares of the Company in bearer form which have not been immobilized, by 18 February 2015, with the Depositary agent appointed by the Company’s board of directors, have been suspended, respectively deferred, until their proper immobiliza-tion as prescribed by the aforementioned law. In case of such a suspension of voting rights, those bearer shares shall not be counted for the calculation of quorum and majorities during, and their holders shall not be admitted to, any general meetings of the Company.

As of the date of this Offer Document, OCSA holds a total of 1,613,409 treasury shares, carrying no voting rights, correspond-ing to approximately 2.8 percent of the total number of shares in issue, acquired under a share buyback program implemented, upon authorization of the Company’s general meeting dated 19 December 2012, in accordance with the objectives, conditions and restrictions provided by the Regulation (EC) No. 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemption for buy-back programmes and stabilization of financial instruments.

As of the date of this Offer Document, there are no converti-ble bonds, warrants or any other equity-linked securities out-standing in OCSA.

lArgest shAreholdersAs of 31 December 2014, OCSA had 8,805 shareholders. The tables below sets forth the largest shareholders of OCSA and the shareholder structure as of 31 December 2014.

OcsA’s top 10 shareholders

As at 31 december 2014number of

sdrs/shares share capitalVoting rights*

1 Lazard Asset Management LLC** 7,489,822 13.1 13.52 Af Jochnick BV 6,327,001 11.1 11.43 Robert and Alexander af

Jochnick and Family5,212,735 9.1 9.4

4 Fourth Swedish National Pension Fund (AP4)

4,921,475 8.6 8.9

5 Jonas af Jochnick and Family 4,238,000 7.4 7.66 M&G Investment Management

Ltd.2,184,609 3.8 3.9

7 Danske Capital Sweden AB 1,907,867 3.3 3.48 Schroder Investment

Management Ltd. 1,183,656 2.1 2.1

9 Investment AB Öresund 1,150,000 2.0 2.110 SEB Investment Management 1,132,568 2.0 2.0

Treasury shares owned by the company

1,613,409 2.8 –

Others 19,860,830 34.7 35.7 Total 57,221,972 100.0 100.0* Excluding suspended voting rights related to treasury shares owned by the

Company.** On 13 May 2015, Oriflame was informed that Lazard Asset Management LLC has

decreased its ownership in OCSA to in total 1,526 shares, all held in the form of American Depositary Receipts, in their capacity as Investment Adviser.

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Ownership structure as at 31 december 2014 (excluding treasury shares)

shareholdingnumber of

shareholders %number of

shares %

1 – 1,000 7,684 87.3 1,534,222 2.81,001 – 10,000 861 9.8 2,657,175 4.810,001 – 50,000 152 1.7 3,639,696 6.550,001 – 500,000 89 1.0 14,614,449 26.3500,001 – 1,000,000 8 0.1 5,241,755 9.41,000,001 – 11 0.1 27,921,266 50.2Total 8,805 100.0 55,608,563 100.0

As far as OCSA is aware, there are no shareholders’ agreements or similar arrangements with the aim of exercising joint control over the Company or which could lead to changes in control of the Company.

shAre priCe developmentThe chart below sets forth the share price development of OCSA during the period 1 January 2014 – 21 May 2015.

SEK

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jan-14 feb-14 mar-14 apr-14 maj-14 jun-14 jul-14 aug-14 sep-14 okt-14 nov-14 dec-14 jan-15 feb-15 mar-15 apr-15 maj-15

Oriflame Cosmetics SA Swedish DR

shAre CApitAl developmentThe table below sets forth the share capital development of OCSA since its listing on Nasdaq Stockholm in March 2004. year event change in

number of shares

change in share

capital eur ‘000

Total number of issued

shares

Total share

capital eur ‘000

2004 New issue 3,100,000 3,875 59,341,429 74,1772005 New issue 141,761 177 59,483,190 74,3542006 Cancellation of

redeemed shares

(3,813,304) (4,766) 55,669,886 69,588

2007 New issue 71,828 90 55,741,714 69,6782008 New issue 551,601 689 56,293,315 70,3672009 New issue 521,343 651 56,814,658 71,0182010 New issue 61,670 77 56,876,328 71,0952010 New issue 94,955 119 56,971,283 71,2142010 New issue 8,944 11 56,980,227 71,2252011 New issue 60,907 76 57,041,134 71,3012012 New issue 80,000 100 57,121,134 71,4012013 New issue 83,238 104 57,204,372 71,5052013 New issue 9,690 12 57,214,062 71,5182014 New issue 7,910 10 57,221,972 71,527

dividendsOCSA has adopted a dividend policy to the effect that, absent changes in the Company’s operations or capital structure, OCSA intends to distribute, over the long term, at least 50 percent of the Company’s annual profit after tax as dividends.

The Company has announced that it will continue to prior-itize reducing the net debt during the forthcoming quarters and will therefore not distribute any dividends from the second quar-ter 2015 up until the annual general meeting 2016.

shAre inCentive plAnOn 19 May 2011 the extraordinary general meeting of OCSA approved a share incentive plan comprising the years 2011–2014, according to which participants have been offered to purchase at fair market terms shares up to EUR 2 million per annum (invest-ment shares). The amount of investment shares offered have been determined by the board of directors of OCSA so that the potential dilution under the lifetime of the plan shall amount to less than 4 percent of the share capital of the Company (for investment shares and achievement shares). The participants are further entitled to receive a certain number of achievement shares for free for every investment share to which they sub-scribed on the third anniversary of their subscription in the invest-ment share. Achievement shares granted range from 0 to 8 shares per investment share depending on whether the Oriflame Group achieves certain growth targets in operating profit over the fol-lowing three year period. For further information in relation to the share incentive plan, please refer to note 23 in the Company’s annual report for 2014.

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On 21 May 2013, the annual general meeting of OCSA approved certain technical amendments to the share incentive plan for the years 2011–2014, to the effect that participants in the plan may, as an alternative to purchasing newly issued shares as investment shares under the plan, elect to designate existing shares/SDRs as investment shares. The amendment is effective as of the 2013 investments. On 19 May 2015, the annual general meeting of OCSA approved to amend the achievement share award grid for the participants in the 2013 share investment offer under the share incentive plan comprising the years 2011–2014. Instead of the previous right to receive between 0 to 8 achieve-ment shares per investment share depending on the increase of the operating profit during the investment period, the award grid was amended so that 2 achievement shares per investment share are awarded if the Company reaches its 2015 operating profit target. The reason for the amendment is that the original grid for the 2013 investments, as decided by the board of director in December 2012, was based on the long term strategic growth scenario of the Company set in 2012. Since then the circumstanc-es and overall situation of the Company have changed significantly, resulting in the award grid for the 2013 investment offers no long-er being fit to purpose. The amendment is made in order to rein-troduce the motivational effect that a share incentive plan is sup-posed to provide, and thereby ensure alignment of the interests of the share incentive plan participants, the Company and its shareholders.

On 19 May 2015, the annual general meeting of OCSA approved a new share incentive plan for key employees of Oriflame, comprising the years 2015 to 2017. According to such plan, the participants will be offered to purchase OCSA shares at market value up to EUR 2 million per annum (investment shares). The amount of investment shares so offered will be determined by the board of directors of OCSA so that the potential share capital dilution resulting from the plan shall amount to less than 1 percent per investment year of the plan, i.e. 3 percent in total over the lifetime of the plan (for investment shares and achievement shares). Up to 8 times the shares issued as investment shares will be available to be allocated to the participants as free shares (achievement shares). The allotment of achievement shares to each participant will be between 0 and 8 achievement shares for each investment share, depending on the development of the year end operating profit of the Oriflame Group as from the start of the investment period until the 3rd, 4th and 5th anniversary (as applicable) of the purchase of each investment share. For the pur-pose of the implementation of the new share incentive plan and the transfer of investment shares and achievement shares under this plan, the board of directors intends to issue new shares and will seek any further authorisations relevant for such issuance from the general meeting when deemed appropriate by the board of directors.

Upon successful completion of the Offer, any outstanding rights to achievement shares under the current OCSA share incentive plans are intended to be converted into corresponding rights to OHAG shares, either in connection with a subsequent

cross-border merger, or by separate transfer agreement between OCSA and OHAG. See further under section “Description of the New Group – OHAG – Shares and share capital, etc. – Condi-tional share capital”.

AmeriCAn depositAry reCeipt progrAmOCSA has established a Level 1 American Depository Receipt (“ADR”) program with Deutsche Bank as the sponsor. The ADR’s are traded over-the-counter under the ticker symbol ORFLY. The ADRs are not included in the Offer and may thus not be ten-dered into the Offer.

Corporate governance for OCSAgenerAlCorporate governance, management and control of the Oriflame Group is apportioned between the shareholders/SDR holders at the general meetings, the board of directors, its elected commit-tees and the Corporate Officers in accordance with Luxembourg law, Oriflame’s articles of association together with the Board and Officer Instructions. Oriflame complies with the Swedish Code to the extent that the Swedish Code is not in conflict with Luxem-bourg law or regulations. As most EU corporate governance codes, the Swedish Code sets out recommendations rather than mandatory rules. The Swedish Code is based on the principle of “comply or explain”, where deviations from the Swedish Code’s recommendations are to be reported and explained in the Cor-porate Governance report.

As follows from the most recent corporate governance report included in the 2014 annual report for the Oriflame Group, Oriflame explains the following deviations from the Swed-ish Code. According to the Swedish Code, the nomination com-mittee is to make recommendations on audit fees. The nomina-tion committee has resolved not to propose the auditor’s remuneration to the annual general meeting as this is not a mat-ter for general meetings under the articles of association of the Company or under the laws of Luxembourg. Oriflame does not host its general meetings in the Swedish language as it is a Luxem-bourg company, the location for Oriflame general meetings is Luxembourg and as the majority of voting rights is held by individ-uals and entities located outside Sweden. General meetings are therefore hosted in English.

Please refer to the corporate governance report included in the 2014 annual report for OCSA for further information in respect of OCSA’s corporate governance.

nominAtion CommitteeOn the general meeting of OCSA on 19 May 2015, it was approved that the Company shall continue to have a nomination committee (the “Nomination Committee”). The Nomination Committee shall prepare and make proposals to the annual gen-eral meeting regarding the election of the chairman of the annual general meeting, chairman of the board of directors, directors and, if applicable, auditors, as well as the board of directors’ fees.

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The chairman of the board of directors shall convene the five largest shareholders of the Company, as it is known by the Com-pany at that time, at the end of the third quarter of the year. These shareholders then have the right to appoint one member each to the Nomination Committee. If any of the five largest shareholders declines its right to appoint a member of the Nomination Com-mittee, or if a member resigns from the Nomination Committee and is not replaced by a new member appointed by the same shareholder, the chairman of the board of directors may give the shareholder(s) next in size the opportunity to appoint a member of the Nomination Committee if it is considered needed in order to ensure adequate shareholder representation. The Nomination Committee should be chaired by one of its members. Members of the board of directors may be members of the Nomination Committee but may not constitute a majority thereof. If any of the shareholders having appointed a member to the Nomination Committee sells a not insignificant part of its shares in the Com-pany and ceases to qualify as a large shareholder with rights to appoint a member to the Nomination Committee, the respective member should resign from the Nomination Committee, and a new member should be appointed by the shareholder next in size. The chairman of the board of directors shall, as part of the Nomination Committees’ work, present any matters regarding the board of directors’ work that may be of importance for the Nomination Committee’s work, including an evaluation of the work of the board of directors and the requirements and skill set to be represented by the board of directors to the Nomination Committee.

Individual shareholders shall have the possibility to give sug-gestions regarding members of the board of directors to the Nomination Committee for further assessment within its scope of work. Information regarding the composition of the Nomina-tion Committee shall be made public at least six months before the annual general meeting. The Nomination Committee shall have the right to charge the Company costs for recruitment consultants, if it is deemed necessary to get an adequate selection of candidates for members of the board of directors.

Audit CommitteeThe Company’s audit committee (the “Audit Committee”) is appointed by the board of directors each year following the annual general meeting. The Audit Committee reviews internal and external information, works with the external auditor on the audit plan and internal controls, and discusses with management the audit results. The Audit Committee reviews matters related to the Company’s and Oriflame’s accounting, financial reporting and inter-nal control as well as financial risk exposure and risk management. It furthermore reviews the work of the auditors. Based on their reviews, the Audit Committee prepares proposals for resolutions, subject to final approval by the board of directors. The Audit Com-mittee meets at least biannually. In 2014 the Audit Committee met four times. The members of the Audit Committee comprise Lilian Fossum Biner, Alexander af Jochnick, Helle Kruse Nielsen and Christian Salamon. Christian Salamon acts chairman of the commit-

tee. The CFO and the Vice President Group Risk and Compliance report to the Audit Committee and are together with the Company’s auditors invited to all regular meetings.

remunerAtion CommitteeEach year following the annual general meeting, the board of directors appoints a remuneration committee (the “Remunera-tion Committee”). The Remuneration Committee elected in 2015 consists of Lilian Fossum Biner and Alexander af Jochnick. The purpose and aim of the Remuneration Committee is to safeguard that the Company has access to the competence required at a cost appropriate to the Company, and that the existing and future remuneration schemes have the intended effects for the Compa-ny’s operations. The tasks of the Remuneration Committee are to review remuneration and other material terms of employment for the Company’s executive directors, senior executives and other key personnel, monitor and evaluate programs for variable remuneration for the executive management, and in particular monitor and evaluate any share-based incentive program imple-mented in the Company. Based on its reviews the Remuneration Committee prepares proposals for resolutions, to be discussed and approved by the board of directors. The Remuneration Committee meets when necessary. During 2014 the Remunera-tion Committee has met three times.

remunerAtion to the boArd oF direCtors And exeCutive mAnAgementFor the year ended 31 December 2014 (31 December 2013), the members of the board of directors (excluding Magnus Brännström who in his capacity as Chief Executive Officer is an employee) received a total compensation of EUR 382,000 (EUR 313,000). The chairman received EUR 66,000 (EUR 64,000). On the annual general meeting 2014 a new chairman was elected. The fees paid to the former chairman were EUR 25,000 and EUR 41,000 to the new chairman.

For the year ended 31 December 2014 (31 December 2013), the Chief Executive Officer received a total compensation of EUR 1,138,000 (EUR 1,431,000), of which EUR 857,000 (EUR 906,000) was salary, EUR 0 (EUR 0) bonus, EUR 0 (EUR 245,000) share incentive plan, EUR 191,000 (EUR 195,000) pension contri-butions under the pension scheme for senior management, and EUR 90,000 (EUR 85,000) other benefits and allowances. For the year ended 31 December 2014, the members of the Corporate Committee, which consists of the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer (excluding the Chief Executive Officer) are entitled to receive EUR 2,133,000 (EUR 2,272,000), of which EUR 1,440,000 (EUR 1,266,000) was salaries, EUR 0 (EUR 0) bonus, EUR 0 (EUR 320,000) share incentive plan, EUR 223,000 (EUR 216,000) pension contributions under the pension scheme for senior management and EUR 470,000 (EUR 470,000) of other benefits and allowances. The bonus compensation figures are based on the entitlement of the personnel to receive the bonus compensation as in previous year.

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Guidelines for remuneration to managementPrinciples of remuneration for senior executives include salaries (fixed and variable), pensions and non-monetary benefits.

Fixed base salariesOriflame offers competitive salaries according to position and market in order to attract and retain the best individuals for the positions.

Variable componentsOriflame allocates 10 percent of any operating profit increase to profit sharing to be shared with management among the Compa-ny’s top management, however for each individual no more than an equivalent of 12 months’ salary. The allocation is according to position and performance during the year. The 10 percent includes company costs for social charges. Moreover, the Compa-ny shall continue to offer a share incentive plan which covers the Company’s top management as well as approximately 50 addi-tional executives and managers. Each year the individuals are invit-ed to invest in a number of shares at the current market price (the so-called investment shares) or to designate a certain num-ber of shares they already hold as investment shares. In return for this they will, within a period of normally three to five years, receive between 0 and 8 free shares (i.e. the achievement shares) for each investment share, depending on the development of the operating profit of the Company over this period.

PensionsMembers of the Company’s top management are offered pension benefits that are competitive in the country where the individual is resident. The Company pays pensions into an independent defined contribution scheme. In addition, the Company has defined contribution schemes for some of the employees in com-pliance with pension requirements in the countries in which the Company operates.

Non-monetary benefitsMembers of the Company’s top management are entitled to cus-tomary non-monetary benefits such as company cars and compa-ny health care. Moreover, certain individuals may be offered com-pany housing and other benefits including school fees.

Legal matters and supplementary informationmAteriAl AgreementsFinancing agreementsOCSA has made three principal financing arrangements.

In April 2010, OCSA issued a USD 165 million loan in the U.S. private placement market. The loan was issued in three series with different maturity: USD 25 million in April 2015, USD 70 mil-lion in April 2017 and USD 70 million in April 2020. Interest is paid semi-annually, in the range between 5.00 percent and 6.50 percent per annum. The first series of USD 25 million was repaid on 20 April 2015.

In July 2011, OCSA successfully completed an issuance of USD 195 million and EUR 25 million notes on a private place-ment basis to international investors. The notes were issued in four series with different maturity: USD 75 million in July 2018, EUR 25 million in July 2018, USD 70 million in July 2021 and USD 50 million in July 2023. Interest is paid semi-annually, in the range between 4.70 percent and 5.70 percent per annum.

On 23 April 2015, the Group entered into a EUR 110 million five-year revolving, multi-currency, committed, credit facility with ING, HSBC Bank, Nordea, RB International and SEB, replacing the EUR 330 million five-year revolving facility signed on 23 May 2011. The credit facility provides that utilizations may be in EUR or other freely convertible currencies, as agreed between the par-ties. The interest payable is calculated at the relevant inter-bank rate plus the applicable margin. The credit facility will become due in April 2020.

The credit facility agreement and the terms and conditions for the notes contain a number of operating covenants, including restrictions on subsidiary borrowings, restrictions on lending and giving guarantees for financial indebtedness, and restrictions on the disposal of material assets. It also contains a number of finan-cial covenants which include required ratios of consolidated net debt to consolidated EBITDA of the Oriflame Group, consolidat-ed EBIT to consolidated finance costs and net worth. As far as the board of directors is aware, Oriflame is in compliance with these covenants as of the date of this Offer Document.

All consents required under the credit facility agreement and the terms and conditions for the notes in relation to the Offer have been obtained by OCSA.

environment And permitsThe Oriflame Group holds six production sites globally and one of them, a Russian plant, is a new factory and LEED certified distri-bution centre in Noginsk. State commissioning for the whole site was secured in November and production of goods for sale start-ed in December. The Company is not aware of any environmental liabilities that could have an adverse effect on the Company’s financial conditions and results of operations.

The business conducted by the Oriflame Group is subject to some product registration requirements on certain markets. The requirements are mostly related to wellness products, but on some markets product registrations and direct sale license are required. The Company currently holds all required permits and licenses for its current operations.

reAl propertyThe material real property holdings of the Oriflame Group are six owned production sites. One of these productions sites is located in Russia (which is co-located with a Group Distribution Center), one in Poland, two in India and two in China. The Swedish factory has been sold by way of a Management Buy-Out. Oriflame will remain as an investor in the site by retaining the ownership of some of the main production equipment, and has committed to certain production volumes for the five years

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following the factory sale. Oriflame has also sold its previous facility in Krasnogorsk, Russia and transferred the production equipment to the new factory in Noginsk, Russia.

disputesFollowing several years of ongoing tax investigation in Russia, at the end of August 2014 Oriflame Cosmetics LCC in Russia received an official claim from the authorities amounting to RUB 0.9 billion including penalty fees. In November 2014, despite con-firmations from several local and international experts of adopted tax practices, Oriflame received the first level of tax court deci-sion which was not in favour of the Company. As a result, the full Rouble amount of the claim for income tax, VAT and penalty related to the royalty was recognised (net of tax losses carried forward, which were not recognised as deferred tax assets, but could be used to reduce the claim amount). An amount of EUR 8.1 million relating to VAT costs impacted the operating margin (but was excluded in the adjusted operating margin) for the CIS region. The remaining part, EUR 6.4 million, was recognised in the tax line. In March 2015 there was a second level of tax court deci-sion, which did not change the decision of the first one. Oriflame remains confident in its tax practice in Russia as confirmed and supported by local and international experts, and plans to contin-ue the litigation process up to the Supreme Court. Nevertheless, there is a risk, specifically considering the uncertainties surround-ing the political and legislative environment in Russia, that Ori-flame will be considered having violated local tax regulation and thus being liable to finally pay a part of or the entire asserted amount and also receive tax claims from the authorities relating to previous financial years.

In addition to the Russian tax claim described above, some of the Oriflame subsidiaries are subject to tax or custom claims or litigations in local jurisdictions. Provisions, according to IFRS, have been made to cover these claims. However there is always a risk that the final outcome of any dispute exceeds provisions made.

The total amount at risk in all such additional tax disputes and contingent liabilities amounts to EUR 38.5 million out of which EUR 3.9 million was provided as at 31 March 2015, and the total amount at risk in all such customs disputes amount to EUR 6.3 million, out of which EUR 0.6 million was provided as at 31 March 2015.

Apart from what is set forth above the Oriflame Group has not been involved in governmental, legal or arbitrary proceedings, including such proceedings which are pending or threatened of which the Company is aware, during a period covering the

previous 12 months which may have, or have had in the recent past significant effects on the Oriflame Group’s financial position or profitability.

relAted-pArty trAnsACtionsOriflame has related-party relationships with its subsidiaries, its directors and executive officers, and a number of companies related through common key management personnel or owner-ship interests. All transactions with related parties are done on arm’s length basis. During the year ending 31 December 2014 and 2013, no provision for doubtful debts and expense in respect of bad or doubtful debts due from related parties were recog-nised. Please refer to note 24 in the 2014 annual report for OCSA for further information about related-party transactions.

insurAnCeThe Company’s insurance policy includes inter alia global product liability insurance, directors’ and officers’ liability insurance, inven-tory insurance and certain local insurances. In addition, the Ori-flame Group has business interruption insurance for most of the sensitive distribution facilities. The Company considers its insur-ances to be in line with those of other companies in the same business and that they are sufficient for the risks normally associ-ated with the Company’s business. However, there is no assurance that the Company will not suffer losses not covered by insurances.

intelleCtuAl property rightsThe Oriflame Group owns the material trademarks and trade name rights used in connection with the marketing and sale of its products. A significant part of the Company’s material trademarks are registered in the countries in which operations are pursued. The Oriflame Group is not dependent on any licenses or similar arrangements with third parties in relation to intellectual proper-ty rights. As of the date of this Offer Document, no company within the Oriflame Group is subject to any material intellectual property rights related claim or involved in any such litigation or other proceeding which could have a material impact on Ori-flame’s financial position.

Articles of associationThe articles of association of OCSA in force as of the date of this Offer Document are set forth in section “Articles of association of OCSA”.

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The information regarding OCSA on pages 51–73 in this Offer Document has been reviewed by the board of directors of OCSA. It is the board of directors’ opinion that this brief description of OCSA provides an accurate and fair, although not complete, picture of OCSA.

luxembourg, 22 may 2015

Oriflame cosmetics s.A.The board of directors

Statement by the board of directors of OCSA

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GeneralOHAG is a Swiss stock corporation (Aktiengesellschaft), and the corporate governance of the New Group will thus be based on Swiss and Swedish rules and regulations and codes of conduct, such as the SCO and the Swedish Code.

The governance bodies in OHAG are the general meeting, the board of directors and the auditors. The board of directors is responsible for ultimately managing the company’s business. How-ever, if the board of directors is authorized in the articles of asso-ciation, it may delegate some of its managing responsibilities and powers to individual board members or third parties in accord-ance with its internal regulation.

For a comparison with the corporate governance for OCSA under Luxembourg rules and regulations, see section “Description of OCSA – Corporate governances for OCSA”.

Swedish Corporate Governance CodeIn order to observe good Swedish stock exchange practice, for-eign companies whose shares or depositary receipts are admitted to trading on a regulated market in Sweden, are to apply the Swedish Code, the corporate governance code in force in the country where the company has its registered office, or the code applicable in the country in which its share has its primary listing. OHAG has decided to apply the Swedish Code in connection with the admission to trading on Nasdaq Stockholm. The Swedish Code is to be applied as soon as possible following admission to trading and no later than from the date of the first annual general meeting held after the listing.

According to the Swedish Code, companies are not obliged to comply with every rule in the Swedish Code, but are allowed the freedom to choose alternative solutions which they feel are better in their particular circumstances, provided they report eve-ry deviation, describe the alternative solution and explain the rea-sons why. OHAG may have to deviate from parts of the Swedish Code, since OHAG is a Swiss company, subject to Swiss laws and regulations. The deviations which OHAG has knowledge of as of the day of this Offer Document are set forth below.

Comply or explAinOHAG intends to deviate from the Swedish Code concerning the nomination of board members, chair of the general meeting and auditors. Swiss company law stipulates that OHAG’s board of directors shall nominate the chairman of the board, board mem-bers and the external auditor as well as appoint the chair of the general meeting. OHAG however intends to have a nomination committee constituted among the board members but which shall consult with among others, OHAG’s 5 largest shareholders. The Nomination Committee prepares the proposals of the board, the Chairman and the auditors that are to be put forward by the board of directors to the annual general meeting for election. As is the current practice in OCSA, the nomination committee will continue not to make any recommendation on auditor’s remu-

neration, as under Swiss law, the remuneration of the auditors is not a shareholders decision. The nomination shall be included in the notice of the annual general meeting published in the Swiss Official Gazette of Commerce. Further, for a transitional period, the CFO of the Oriflame Group, Gabriel Bennet, will be appoint-ed as new board member for OHAG meaning that Oriflame will not comply with the rule in the Swedish Code that no more than one board member may be a member of the executive manage-ment of Oriflame. The reason why Gabriel Bennet is appointed as board member is for handling certain administrative Swiss matters related to the Offer on behalf of the board of OHAG. OHAG’s general meetings will be hosted in English and neither in the Ger-man nor in the Swedish language. As it is a Swiss company, the location for the general meetings of shareholders will be in Swit-zerland. Furthermore, Swiss law stipulates that the members of the remuneration committee are to be appointed by the general meeting from amongst the members of the board. OHAG is also bound to deviate from the Swedish Code concerning the share-holders’ influence on share and share-price related incentive schemes for the executive management, as under Swiss law the arrangement of such schemes is one of the inalienable powers of the board. However, shareholders will still have considerable influ-ence on remuneration issues in OHAG: both the approval of con-ditional share capital increases which are usually used to create shares for incentive schemes as well as of the aggregate amount of compensation (both fix and variable remuneration, indepen-dently whether paid out in cash or shares) for the board and the executive management lies within the discretion of the general meeting. Compliance with the remaining provisions of the Swed-ish Code will be ensured with the implementation of organiza-tional rules and charters by the board.

General MeetingsThe supreme governing body of a Swiss stock corporation (Aktiengesellschaft) is the general meeting. The general meeting is normally convened by the board of directors. At least one general meeting shall be held per year. The general meeting takes place annually within six months of the end of the financial year. The agenda of the annual general meeting shall include the following items: (i) the approval of the management report, the annual financial statements and the consolidated financial statements, as well as the resolution on the use of the balance sheet profits as shown on the balance sheet, in particular, the declaration of divi-dends; (ii) the release of the members of the board of directors and the persons entrusted with the executive management; (iii) the individual election of the members of the board of directors and the election from among them of the Chairman and the indi-vidual election of the members of the remuneration committee as well as the election of the independent proxy and the auditors; and (iv) the approval of the compensation of the board of direc-tors and the executive management pursuant to the articles of association.

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Extraordinary general meetings may be convened as and when required by the board of directors, the auditors and liquida-tors. Furthermore, extraordinary general meetings shall be con-vened by the board of directors upon resolution of a general meeting or at the written request of one or more shareholders with voting rights representing in the aggregate at least 10 per-cent of the share capital, specifying the items and proposals to appear on the agenda and, in case of elections, the names of the candidates. General meetings shall be held where the company has its registered office or at such other location which the board of directors decide. OHAG intends to hold its general meetings in Switzerland. Minutes from the general meetings will be published on OHAG’s website.

The right to participate at general meetings shall vest in any shareholder who is entered in the share register kept by Euro-clear Sweden or the Company at the record date determined by the board of directors and who has notified OHAG thereof not later than the date specified in the notice to attend the general meeting. The notice of participation at a general meeting shall be given as specified in the notice to attend the general meeting. A shareholder who is not personally present at the general meeting may exercise his or her rights at the meeting through a proxy or through the independent proxy. The independent proxy is obligat-ed to exercise the shareholder’s vote in accordance with the shareholder’s instructions. As stated below, the independent proxy is appointed by the general meeting. Both natural persons and legal entities may be appointed as independent proxy.

Notice to attend a general meeting shall always take place through an announcement in the Swiss Official Gazette of Com-merce (the equivalent to the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar)) and may be sent by mail to each registered shareholder as well as through a press release. Moreover, OHAG envisage to publish a short notice to attend a general meeting in a daily Swedish newspaper. The notice to attend shall be published and sent by mail, as applicable, not later than 20 calendar days pri-or to the general meeting. Furthermore, the notice to attend must contain a proposed agenda for the general meeting and shall clearly state the matters to be addressed at the general meeting. The notice to attend will also be published on OHAG’s website.

Written request to convene an extraordinary general meet-ing may be given by one or more shareholders together repre-senting at least ten percent of the share capital. Such notice shall be sent to the board of directors and shall state the purpose of the general meeting as well as a proposed agenda. Furthermore, shareholders together representing shares with a nominal value of CHF 1,000,000 or at least 10 percent of the share capital may demand that an item be placed on the general meeting agenda.

Swiss company law lays down the following inalienable pow-ers of the general meeting:

● to determine and amend the articles of association; ● to elect individually the members of the board of directors and

from among them the Chairman and the members of the remuneration committee as well as the independent proxy and the external auditor ;

● to approve the management report and the consolidated accounts;

● to approve the annual accounts and resolutions on the alloca-tion of the disposable profit;

● to discharge the members of the board of directors; ● to pass resolutions concerning the matters reserved to the

general meeting by law or the articles of association.

Furthermore, in Swiss companies with its shares being listed in Switzerland or abroad, the general meeting has the following fur-ther inalienable powers regarding:

● election of the chairman of the board; ● election of the members of the remuneration committee; ● election of the independent proxy; ● resolutions regarding board director and executive officer

remuneration as well as the remuneration of the advisory board (if applicable).

As a general rule, a shareholder may exercise his voting rights in proportion to the total nominal value of the shares owned or represented by such shareholder, unless otherwise prescribed in the articles of association. The articles of association may limit the number of votes allocated to the owner of several shares. How-ever, each shareholder is entitled to at least one vote. The voting rights of the shareholders are determined by the nominal value of the share. In this case, the shares with the lowest nominal value must be worth at least one tenth of the nominal value of the oth-er shares. The articles of association may specify that voting rights are not dependent on nominal value with the result that each share carries one vote. The determination of the voting rights according to the number of shares does not apply to the appoint-ment of auditors, the appointment of experts to inspect the executive management practices or individual parts thereof, or a resolution on raising a liability action against a member of the board of directors.

The general meeting passes resolutions and conducts its elec-tions by an absolute majority of the votes represented, unless Swiss law or the articles of association provide otherwise. A reso-lution of the general meeting passed by a majority of at least two-thirds of the votes represented and an absolute majority of the entire nominal capital represented at the general meeting in respect of which a right to vote may be exercised is however required, inter alia, in the case of:

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● the amendment of the objects of the company; ● the introduction of capital contributions with preferential vot-

ing rights; ● an increase in or easing of the restrictions on or the prohibition

of the transferability of capital contributions; ● the restriction or revocation of subscription rights; ● the relocation of the seat of the company; ● the dissolution the company.

To the extent that personal notification is not required by law, all communications to the shareholders shall be deemed valid if pub-lished in the Swiss Official Gazette of Commerce. Communica-tions by OHAG to its shareholders may also be sent by ordinary mail to the last address of the shareholder entered in the share register of the company.

Board of DirectorsThe board of directors is responsible for the overall management of OHAG’s business. Its duties include, inter alia, the issuing of all necessary directives, determination of the company’s organization, overall supervision of the persons entrusted with managing the company, implementation of resolutions of the general meeting, preparation of various company reports, accounting and minutes etc. The articles of association may authorize the board of direc-tors to delegate the management or part of the company’s busi-ness to individual members or third parties in accordance with its organizational regulations. These regulations regulate the manage-ment of the company’s business, stipulate the bodies required to carry this out, define their duties and, in particular, regulate the company’s internal reporting. In accordance with said regulations OHAG’s board of directors has appointed Magnus Brännström as delegate of the board of directors and Chief Executive Officer. Certain duties of the board of directors are however non- transferable and inalienable.

The board of directors may be comprised by one or more members. The members may either be employed by a company of the New Group (in which case labor law will be applicable) or fiduciary trustees in relation to OHAG. At least one member of the board of directors must be authorized to represent the com-pany and the company must be able to be represented by one person with sole signature right who is resident in Switzerland or by two persons with joint signature right by two who are resi-dents in Switzerland. This latter requirement may be fulfilled by a member of the board of directors or by an executive officer. Such person’s nationality does not matter. Deputy directors may not be appointed according to Swiss law.

Members of the board are appointed for a period up until the end of the next annual general meeting. Except for the appointment of the chairman of the board as well as the mem-bers of the remuneration committee by the general meeting in accordance with the articles of association, the board may organ-ize itself. The board of directors is required to have a secretary, which has certain duties and authorities according to Swiss law.

The secretary shall assist the board of directors, its committees and the chairman of the board in coordinating and fulfilling its duties in accordance with the board’s internal guidelines (compa-rable with the rules of procedure for the board of directors in a Swedish company).

Meetings of the board of directors shall be held as often as required. Minutes shall be taken at meetings of the board of direc-tors. A notation shall be made in the minutes of the discussion as well as the resolutions adopted by the board of directors. The minutes shall be signed by the chairman of the board and the sec-retary. Resolutions of the board of directors may also be adopted by written consent, by telefax, by e-mail or any other means ena-bling the passing of resolutions by text, provided that none of the members demands verbal discussion. A member must be partici-pating personally at the board meeting, and may not exercise his or her rights at the meeting through a proxy.

Swiss company law lays down the following non-transferable and inalienable duties of the board of directors:

● the overall management of the company and the issuing of all necessary directives;

● determination of the company’s organization; ● the organization of the accounting, financial control and finan-

cial planning systems as required for management of the com-pany;

● the appointment and dismissal of persons entrusted with man-aging and representing the company;

● overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, articles of association, operational regulations and direc-tives;

● compilation of the annual report, preparation for the general meeting and implementation of its resolutions;

● notification of the court in the event that the company is over-indebted.

Moreover, the following resolutions are also non-transferable functions of the board of directors: Resolutions in connection with capital increases in accordance with Article 651a, 652g, 653g SCO (certain amendments of the articles of association) and Article 651 IV SCO (authorized capital increase), resolutions in accordance with Article 634a (subsequent contributions in respect of shares that are not fully paid-up) and certain resolu-tions in accordance with Swiss merger legislation.

nominAtion CommitteeFollowing the general meeting of OHAG on 19 May 2015, the OHAG board established a nomination committee among its members (the “OHAG Nomination Committee”). The members of the OHAG Nomination Committee will be appointed by the board of directors each year following the annual general meeting. The OHAG Nomination Committee will consult with among others, OHAG’s 5 largest shareholders. The OHAG Nomination Committee prepares the proposals to the board of the board

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members, the Chairman, the members of the OHAG Remunera-tion Committee, the independent proxy and the auditors that are to be put forward by the board of directors to the annual general meeting for election or re-election. The OHAG Nomination Committee meets at least biannually. The members of the OHAG Nomination Committee comprise Alexander af Jochnick, Christian Salamon and Anders Dahlvig. Alexander af Jochnick acts chairman of the OHAG Nomination Committee.

Audit CommitteeFollowing the annual general meeting of OHAG on 19 May 2015, the OHAG board established an audit committee among its members (the “OHAG Audit Committee”). The members of the Audit Committee will be appointed by the board of directors each year following the annual general meeting. The OHAG Audit Committee reviews internal and external information, works with the external auditor on the audit plan and internal controls, and discusses with management the audit results. The OHAG Audit Committee reviews matters related to the OHAG’s and Ori-flame’s accounting, financial reporting and internal control as well as financial risk exposure and risk management. It furthermore reviews the work of the auditors. Based on their reviews, the OHAG Audit Committee prepares proposals for resolutions, sub-ject to final approval by the board of directors. The OHAG Audit Committee meets at least biannually. The members of the OHAG Audit Committee comprise Lilian Fossum Biner, Alexander af Jochnick, Helle Kruse Nielsen and Christian Salamon. Christian Salamon acts chairman of the committee. The CFO and the Vice President Group Risk and Compliance report to the OHAG Audit Committee and are together with OHAG’s auditors invited to all regular meetings.

remunerAtion CommitteeAs per mandatory Swiss law, Swiss companies whose equity secu-rities are listed must have a remuneration committee. As per arti-cle 17 of the articles of incorporation of OHAG, the remunera-tion committee of OHAG (the “OHAG Remuneration Committee”) consists of at least two members of the board of directors. Each member of the OHAG Remuneration Committee is elected individually by the general meeting for a term of office until completion of the next annual general meeting. The OHAG Remuneration Committee constitutes itself and elects a chair from among its members. It appoints its secretary who need not be a member of the board of directors or the OHAG Remunera-tion Committee. The members of the OHAG Remuneration Committee elected by the annual general meeting of OHAG on 19 May 2015 for the time until the annual general meeting of OHAG relating to the business year 2015 are: Lilian Fossum Biner(chairman) and Alexander af Jochnick. Senior Director Advisory Counsel, Pontus Andreasson, is the current secretary of the OHAG Remuneration Committee.

Members of the OHAG Remuneration Committee whose term of office expires are immediately eligible for re-election. If there are vacancies on the OHAG Remuneration Committee, the

board of directors may appoint the missing members from among its members for the remaining term of office.

The OHAG Remuneration Committee supports the board of directors in establishing and reviewing the company’s compen-sation strategy and guidelines and performance criteria as well as in preparing the proposals to the general meeting regarding the compensation of the board of directors and executive manage-ment. It may submit proposals and recommendations to the board of directors in other compensation-related issues. The board of directors establishes a charter, which defines purpose, composition and procedural rules of the OHAG Remuneration Committee, including its responsibilities and authorities for mak-ing proposals and decisions related to compensation of the mem-bers of the board of directors and executive management in line with legal and regulatory requirements, the articles of association and the respective compensation framework approved by the board of directors from time to time. The board of directors may delegate further responsibilities and authorities to the OHAG Remuneration Committee.

Guidelines for remuneration to board members and managementAs per mandatory Swiss law, the articles of association of Swiss companies whose equity securities are listed must provide certain principles of compensation of the board of directors and the executive management. It is further an inalienable and non-trans-ferable duty of the general meeting of Swiss companies whose equity securities are listed to resolve on the board of directors and the executive officers remuneration.

The articles of association of OHAG provide for such princi-ples (see section “Articles of association of OHAG”). Accordingly, pursuant to article 21 of the articles of association of OHAG, in addition to a fixed compensation, members of the board of direc-tors and of the executive management may be paid a variable compensation, depending on the achievement of certain perfor-mance criteria. Notwithstanding this flexibility provided for in the articles of association of OHAG, it is currently not intended that non-executive members of the board shall receive any remunera-tion other than a fixed compensation (see also section “Descrip-tion of the New Group and OHAG – Board and management compensation”).

The performance criteria may include individual targets, tar-gets of the Oriflame Group or parts thereof and targets in rela-tion to the market, other companies or comparable benchmarks, taking into account position and level of responsibility of the recipient of the variable compensation. The board of directors or, where delegated to it, the OHAG Remuneration Committee shall determine the relative weight of the performance criteria and the respective target values.

Compensation may be paid or granted in the form of cash, shares, financial instruments or units, in kind, or in the form of oth-er types of benefits. The board of directors or, where delegated to it, the OHAG Remuneration Committee shall determine grant,

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vesting, exercise and forfeiture conditions; they may provide for continuation, acceleration or removal of vesting and exercise con-ditions, for payment or grant of compensation assuming target achievement or for forfeiture in the event of predetermined events such as a change-of-control or termination of an employ-ment or mandate agreement. In this determination, the board of directors or, where delegated to it, the OHAG Remuneration Committee may take into account the company’s ability to recruit new talent and retain employees. The compensation shall be val-ued in accordance with generally recognized valuation methods as per the grant date of the respective compensation element. The company may procure the shares to be issued or delivered, to the extent available, from conditional share capital, or through use of treasury shares purchased in the market.

External auditorsOne or more natural persons or legal entities or partnerships may be appointed as external auditor. OHAG has a duty to keep accounts and file financial reports. The accounts are filed in the annual report. This contains the annual accounts, comprising the balance sheet, the profit and loss account and the notes to the accounts. The external auditor examines these documents and presents a formal audit report for the general meeting.

The annual report and audit report must be made available for inspection by the shareholders at the seat of OHAG (i.e. Schaffhausen, Switzerland) not later than 20 calendar days before the general meeting. Official financial reports shall be compiled once annually, approved by the auditor, adopted by the annual general meeting and finally registered at the applicable tax author-ities along with the company’s tax return. It is, however, not neces-sary to register the reports in any registers available to the public.

Shareholder’s right to instigate a special audit according to Swiss lawAny shareholder may request the general meeting to have specific matters clarified by means of a special audit, where this is neces-sary for the proper exercise of shareholders’ rights and it has already exercised its right to information and inspection. Where the general meeting adopts the motion, the company or any shareholder may apply to the court within 30 days for appoint-ment of a special auditor. Where the general meeting rejects the motion, shareholders representing at least 10 percent of the share capital or shares in the nominal value of CHF 2,000,000 may apply to the court within 30 days for the appointment of a special auditor. The applicants are entitled to have a special auditor appointed where they make a prima facie case that the founder members or governing officers have violated the law or the arti-cles of association and thereby harmed the company or the shareholders.

Shareholder pre-emptive rights according to Swiss lawA decision to increase the share capital of OHAG is made by means of resolution passed by the general meeting (the general meeting may, within certain limits, authorize the board of direc-tors to carry out share capital increases). Every shareholder is entitled to the proportion of the newly issued shares that corre-sponds to such shareholder’s existing participation. A resolution by the general meeting to increase the share capital may cancel this pre-emptive subscription right only for good cause to be set forth in the articles of association. In particular, the takeover of companies, parts of companies or equity interests and employee share ownership are deemed to be good cause. The cancellation of the pre-emptive subscription right must not result in any improper advantage or disadvantage to the parties involved. A resolution by the general meeting for restriction or cancellation of the pre-emptive subscription right requires at least two-thirds of the voting rights represented and an absolute majority of the nominal value of shares represented.

Swiss law regulations on compulsory purchase and mandatory bidding rulesThere are in essence two ways in Switzerland to achieve a com-pulsory purchase of minority shares. It may be effectuated either through a merger in accordance with Article 8 of the Swiss Merg-er Act or through a buy-out procedure as detailed in Article 33 of the Swiss Federal Act on Stock Exchanges and Securities Trading. Since the shares in OHAG will not be listed in Switzerland, the Swiss Federal Act on Stock Exchanges and Securities Trading does not apply to OHAG.

According to Article 8 of the Swiss Merger Act, in the merger agreement, the legal entities involved in the merger may provide for the shareholders to choose either equity or membership rights or a compensation payment. Provided that 90 percent of the shares conferring voting rights in the transferring company accept, the merger may be effected whereby the minority share-holders are only offered a compensation payment. The Swiss Merger Act states that the compensation payment shall be based on the value of the merging companies as well as their net assets. An assessment of the reasonability of the compensation payment by an external auditor is usually required.

Upon listing of the shares of OHAG on Nasdaq Stockholm, any public takeover offer for OHAG will be regulated by the Swedish Takeover Act and the Swedish Takeover Rules. However, the mandatory bidding rules that follow from the Swedish Takeo-ver Act are only applicable to Swedish listed companies and are therefore not applicable to OHAG.

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Challenging resolutions by the general meeting according to Swiss lawEvery shareholder may challenge resolutions of the general meet-ing which violate the law or the articles of association by bringing action against OHAG before the court. In particular, challenges may be brought against resolutions which:

● remove or restrict the rights of shareholders in breach of the law or the articles of association;

● remove or restrict the rights of shareholders in an improper manner;

● give rise to the unequal treatment or disadvantaging of the shareholders in a manner not justified by the company’s objects;

● transform the company into a non-profit organization without the consent of all the shareholders.

The right to challenge lapses if the action is not brought within two months of the general meeting.

Petitions to nullify resolutions of the general meeting according to Swiss lawAny shareholder may petition the court to nullify resolutions of the general meeting of OHAG. In particular, resolutions of the general meeting are void if they:

● remove or restrict the right to participate in the general meet-ing, the minimum voting right, the right to take legal action or other shareholder rights that are mandatory in law;

● restrict the shareholders’ rights of control beyond the legally permissible degree, or

● disregard the basic structures of the company limited by shares or the provisions on capital protection.

A petition to nullify may be brought at any time.

Conflicts of interest according to Swiss lawThe members of the board of directors and third parties engaged in managing OHAG’s business must perform their duties with all due diligence and safeguard the interests of the company in good faith. Members of the board of directors and third parties engaged in managing the company’s business are personally liable in relation to OHAG for breaches of duty and care.

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SwedenBelow is a summary of certain Swedish tax issues related to the Offer, and where so stated the Statutory cross-border merger, for private individuals and limited liability companies that are residents of Swe-den for tax purposes (unless otherwise stated) and that hold shares in OCSA (for the purpose of this summary any references to shares in OCSA applies also to SDRs in OCSA). This summary is based on cur-rent legislation in Sweden and is intended to provide general informa-tion only regarding the shares for the period during which the shares are traded on Nasdaq Stockholm.

This summary does not cover:

● situations where shares are held as current assets in business operations;

● situations where shares are held by a limited partnership or a partnership;

● situations where shares are held in an investment savings account (Sw. investeringssparkonto);

● shares that are not registered with Euroclear Sweden; ● the special rules regarding tax-free capital gains (including non-

deductible capital losses) and dividends that may be applicable e.g. when the investor holds shares representing more than 10 percent of the voting rights or the capital or holds shares that are deemed to be held for business purposes (for tax purposes);

● the special rules that may be applicable to private individuals who make or reverse a so called investor deduction (Sw. investeraravdrag);

● the special rule that may be applicable to private individuals not resident in Sweden for tax purposes that have been residents of Sweden, have had a habitual abode in Sweden or have stayed in Sweden for six consecutive months at any time dur-ing the calendar year of disposal or the ten calendar years pre-ceding the year of disposal;

● transactions in other currencies than SEK; ● foreign companies conducting business through a permanent

establishment in Sweden; or ● foreign companies that have been Swedish companies.

Further, special tax rules apply to certain categories of companies. The tax consequences for each individual shareholder depend to some extent on the holder’s particular circumstances. Each share-holder is advised to consult independent tax advisers as to the tax consequences relating to the holder’s particular circumstances that could arise from the Offer or the statutory cross-border merger, including the applicability and effect of foreign tax legisla-tion (including regulations) and provisions in tax treaties for the avoidance of double taxation.

tAxes relAting to the oFFerPrivate individuals holding shares in OCSAPrivate individuals that are residents of Sweden for tax purposes and acquire new shares in OHAG against shares in OCSA should be considered to have disposed of their shares in OCSA. How-ever, no potential capital gain or deductible capital loss is consid-ered to arise upon the disposal pursuant to the rules on roll- over-relief. Based on the assumption that the sale of the shares in OCSA to OHAG will be made on market terms and that OHAG either by the end of the calendar year during which the disposal of the shares in OCSA was completed, will hold shares in OCSA representing more than in aggregate 50 percent of the total votes in OCSA or will be deemed to have special reasons not to fulfil the holding requirement, the rules on roll-over-relief should apply. Private individuals that are residents of Sweden for tax purposes should under such circumstances be deemed to have acquired the shares in OHAG at a purchase price corresponding to the acquisition value of the shares in OCSA. It should be noted that the exchange of shares itself does not need to be declared in the tax return.

If a private individual moves out of the EEA and the rules on roll-over relief have been applied, a “fictitious” capital gain assignable to the share exchange would become taxable.

Limited liability companies holding shares in OCSALimited liability companies that are residents of Sweden for tax purposes and hold shares in OCSA as capital assets (and not current assets) and acquire new shares in OHAG against shares in OCSA should be considered to have disposed of their shares in OCSA. Based on the assumption that the sale of the shares in OCSA to OHAG will be made on market terms and that OHAG either by the end of the calendar year during which the disposal of the shares in OCSA was completed, will hold shares in OCSA representing more than in aggregate 50 percent of the total votes in OCSA or will be deemed to have special reasons not to fulfil the holding requirement, the rules on deferred taxation should apply. Limited liability companies that wish to defer the tax on the capital gain must declare the capital gain in their tax returns and formally request a tax deferral. A capital gain or a capital loss will be computed as the difference between the fair market value of the shares in OHAG received at the time of the disposal and the acquisition value of the shares in OCSA disposed of. Oriflame intends to make a request to the Swedish Tax Agency for a deter-mination of the fair market value of the shares in OHAG at the time of disposal. Information regarding the value will be provided on Oriflame’s web site www.oriflame.com or in another way that Oriflame deems appropriate as soon as practically possible after the share for share exchange.

The deferred capital gain on a disposed share in OCSA should be brought to taxation when the received share in OHAG is disposed of.

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tAxes relAting to the stAtutory Cross-border mergerPrivate individuals holding shares in OCSAWhen OCSA is dissolved through the statutory cross-border merger, the shares in OCSA are considered to be disposed of for Swedish tax purposes. However, for private individuals that are residents of Sweden for tax purposes, no potential capital gain or deductible capital loss is considered to arise upon the disposal pursuant to the rules on roll-over-relief based on the assumption that the sale of the shares in OCSA to OHAG will be made on market terms. It should be noted that the exchange of shares itself does not need to be declared in the tax return.

If a private individual moves out of the EEA and the rules on roll-over relief have been applied, a “fictitious” capital gain assigna-ble to the share exchange would become taxable.

Limited liability companies holding shares in OCSAWhen OCSA is dissolved through the statutory cross-border merger, the shares in OCSA are considered to be disposed of for Swedish tax purposes. For limited liability companies that are resi-dents of Sweden for tax purposes and hold shares in OCSA as capital assets (and not current assets), deferred taxation may be requested based on the assumption that the sale of the shares in OCSA to OHAG will be made on market terms. Limited liability companies that wish to defer the tax on the capital gain must declare the capital gain in their tax returns and formally request a tax deferral. A capital gain or a capital loss will be computed as the difference between the fair market value of the shares in OHAG received at the time of the disposal and the acquisition value of the shares in OCSA disposed of. Oriflame intends to make a request to the Swedish Tax Agency for a determination of the fair market value of the shares in OHAG at the time of disposal. Infor-mation regarding the value will be provided on Oriflame’s website www.oriflame.com or in another way that Oriflame deems appropriate as soon as practically possible after the merger.

The deferred capital gain on a disposed share in OCSA should be brought to taxation when the received share in OHAG is disposed of.

tAxAtion oF ohAg shAreholders Following the Completion oF the oFFerTaxation of dividends from OHAGPrivate individuals holding shares in OHAGFor private individuals resident in Sweden for tax purposes, divi-dends are taxed in the capital income category. The tax rate in the capital income category is 30 percent. This also applies for divi-dends from the Capital Contribution Reserves of the OHAG shares under Swiss rules.

For private individuals resident in Sweden for tax purposes, a preliminary tax is normally withheld on dividends if the dividends are paid by Euroclear Sweden or by another legal entity domiciled in Sweden, including a Swedish branch of a non-Swedish corpora-tion. The Swedish preliminary tax withheld normally amounts to 30 percent for dividends from the Capital Contribution Reserves.

Further, dividends (but not dividends from the Capital Contri-bution Reserves) from a foreign company resident in Switzerland are subject to Swiss withholding tax at a rate of 35 percent. Under the tax treaty between Sweden and Switzerland, share-holders who are tax resident in Sweden have the right to recover tax at a rate of 20 percent in Switzerland, through an administra-tive refund procedure, resulting in an effective taxation at source in Switzerland at a rate of 15 percent (see further under heading “Tax issues in Switzerland”). If Swiss withholding tax at a rate of 35 percent has been withheld, no Swedish preliminary tax should be withheld when the dividends are paid by Euroclear Sweden or by another legal entity domiciled in Sweden, including a Swedish branch of a non-Swedish corporation.

As dividends generally are taxable in Sweden and in Switzer-land (unless the dividends are paid from the Capital Contribution Reserves), a double taxation situation may occur. However, tax paid in Switzerland may be credited against the Swedish tax to the extent that the Swedish tax is attributable to foreign income, resulting in an effective residence state taxation in Sweden at a rate of 15 percent. If the foreign tax would exceed the Swedish tax attributable to the foreign income in one year and full credit cannot be granted during the year of the dividend distribution, it is possible to credit the tax during the following five taxation years, provided certain conditions are met. Alternatively, the foreign tax may be deducted by the recipient as an expense. Note that the Capital Contribution Reserve of the OHAG shares, from which dividends may be distributed without any Swiss withholding tax, can be estimated to increase by CHF 525.1–787.6 million1) as a result of the share roll-over and is estimated to last for 5–10 years. During that period of time, any dividend is subject to Swedish capital gains tax only. See further section “Tax issues in Switzerland”.

After a refund of withholding tax in Switzerland has been granted (through the administrative procedure) and full credit has been granted in Sweden for the remaining Swiss withholding tax under the tax treaty between Sweden and Switzerland at 15 per-cent, the total effective tax rate for an individual on a dividend from a company resident in Switzerland amounts to 30 percent (15 percent withholding tax in Switzerland and 15 percent taxa-tion on dividends in Sweden). Under such circumstances, the tax burden for a private individual fully liable to tax in Sweden upon receiving dividends is the same both before and after the roll-over of shares.

1) It should be noted that the amount has been calculated based on certain assumptions, i.e. a share price for the OSCA shares of SEK 139.60 (closing price on 21 May 2015) and a SEK/CHF f/x rate of 0.1122 (as per 21 May 2015) and assuming that a range of two-thirds to 100 percent of the outstanding shares in OCSA (total number of shares minus treasury shares) are exchanged against shares in OHAG in the course of the Offer. The calculation of the actual increase of the Capital Contribution Reserve will be based on the relevant circumstances in connection with the Offer, taking into account, inter alia, the average OCSA share price during the acceptance period, the SEK/CHF f/x rate and the outcome of the Offer.

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Limited liability companies holding shares in OHAGFor limited liability companies (Sw. aktiebolag) all income, including dividends, is taxed as income from business operations at a rate of 22 percent.

Dividends (but not dividends from the Capital Contribution Reserves) from a company resident in Switzerland are generally subject to withholding tax at a rate of 35 percent also in Switzer-land. According to the tax treaty between Sweden and Switzer-land, shareholders who are tax residents of Sweden are entitled to recover 20 percent of the tax paid through an administrative refund procedure, resulting in taxation at source in Switzerland at an effective rate of 15 percent which is the current withholding tax rate under the tax treaty between Sweden and Switzerland. Further, exemption from Swiss withholding tax may apply based on the agreement on the taxation of savings income entered into between Switzerland and the EU. Note that the Capital Contribu-tion Reserve of the OHAG shares, from which dividends may be distributed without any Swiss withholding tax, can be estimated to increase by CHF 525.1–787.6 million1) as a result of the share roll-over and is estimated to last for 5–10 years. See further sec-tion “Tax issues in Switzerland”. As dividends generally are taxable in both Sweden and Switzerland, a double taxation situation may occur. However, tax paid in Switzerland may be credited from the Swedish tax to the extent that the Swedish tax is attributable to foreign income. If the foreign income would exceed the Swedish tax attributable to the foreign income in one year, it is possible to credit the tax under any of the five following taxation years, pro-vided certain conditions are met. Alternatively, the foreign tax may be deducted by the recipient as an expense.

Capital gains taxation on OHAG sharesPrivate individuals holding shares in OHAGFor private individuals resident in Sweden for tax purposes, capital gains are taxed in the capital income category.

The capital gain or the capital loss is computed as the differ-ence between the consideration, less selling expenses, and the acquisition value. The acquisition value for all shares of the same class and type shall be added together and computed collectively in accordance with the so-called average method (Sw. genom-snittsmetoden). As an alternative, the so-called standard method (Sw. schablonmetoden), may be used at the disposal of listed shares. This method means that the acquisition value may be determined as 20 percent of the consideration less selling expenses.

Capital losses on listed shares and other listed securities taxed as shares may be fully offset against taxable capital gains the same year on shares, as well as on listed securities taxed as shares (however not mutual funds, Sw. värdepappersfonder, or hedge funds, Sw. specialfonder, containing Swedish receivables only, Sw. räntefonder). Capital losses not absorbed by these set-off rules are deductible at 70 percent in the capital income category.

Should a net loss arise in the capital income category, a reduc-tion is granted of the tax on income from employment and busi-ness operations, as well as national and municipal property tax. This tax reduction is 30 percent of the net loss that does not exceed SEK 100,000 and 21 percent of any remaining net loss. A net loss cannot be carried forward to future tax years.

Limited liability companies holding shares in OHAGFor limited liability companies (Sw. aktiebolag) all income, includ-ing taxable capital gains, is taxed as income from business opera-tions at a rate of 22 percent. Capital gains and capital losses are calculated in the same way as for private individuals, described above.

Deductible capital losses on shares and other securities taxed as shares may only be offset against taxable capital gains on shares and other securities taxed as shares. A net capital loss on shares and other securities taxed as shares that cannot be utilized during the year of the loss, may be carried forward (by the limited liability company that has suffered the loss) and offset taxable capital gains on shares and other securities taxed as shares in future years, without any limitation in time. If a capital loss cannot be deducted by the company that has suffered the loss, it may be deducted from another legal entity’s taxable capital gains on shares and other securities taxed as shares, provided that the companies are entitled to tax consolidation (through so-called group contributions) and both companies request this for a tax year having the same filing date for each company (or, if one of the companies’ accounting liability ceases, would have had the same filing date). Special tax rules may apply to certain categories of companies or certain legal persons, e.g. investment companies.

1) See footnote on page 82.

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SwitzerlandBelow is a summary of certain tax issues which may arise in connec-tion with the Offer. This summary does not address any aspects of Swiss taxation other than federal, cantonal and communal income taxation, federal withholding taxation, and federal issuance stamp tax and transfer stamp tax. The summary is only intended to provide gen-eral information and does not constitute a comprehensive summary of the tax consequences or aspects which may arise or should be considered by a potential investor in relation to the Offer (including the possible subsequent statutory cross-border merger). Special rules that are not discussed in the general descriptions below may also apply to you. Nor is the summary intended to constitute any substi-tute for legal or tax advice. Hence, potential investors should consult tax advisers regarding the tax consequences that may arise in the event of an investment in OHAG.

This summary is based on the laws of the Confederation of Swit-zerland as in effect on the date of the Offer Document, including the Federal Income Tax Act of 1990, the Federal Harmonization of Can-tonal and Communal Income Tax Act of 1990, The Federal Withhold-ing Tax Act of 1966, the Federal Stamp Duty Act of 1973, as amend-ed, which we refer to as the “Swiss tax law,” existing and proposed regulations promulgated thereunder, published judicial decisions and administrative pronouncements, each as in effect on the date of this offer document or with a known future effective date. These laws may change, possibly with retroactive effect.

For the purposes of this discussion, a “Swiss Shareholder” is any beneficial owner of OCSA shares, or, after the completion of the reor-ganization, OHAG shares, that for Swiss federal income tax purposes is:

● an individual resident of Switzerland or otherwise subject to Swiss taxation under article 3, 4 or 5 of the Federal Income Tax Act of 1990, as amended, or article 3 or 4 of the Federal Har-monization of Cantonal and Communal Income Tax Act of 1990, as amended (“Swiss Individual Shareholder”);or

● a corporation or other entity taxable as a corporation organ-ized under the laws of Switzerland under article 50 or 51 of the Federal Income Tax Act of 1990, as amended, or article 20 or 21 of the Federal Harmonization of Cantonal and Commu-nal Income Tax Act of 1990, as amended (“Swiss Corporate Shareholder”);

A “Non-Swiss Shareholder” of OCSA shares, or, after the completion of the reorganization, OHAG shares, is a holder that is not a Swiss Shareholder. For the avoidance of doubt, shareholders whose shares are attributable to a permanent establishment in Switzerland for tax purposes are considered Swiss Shareholders as well. For the purposes of this summary, “shareholder” means either a Swiss Shareholder or a Non-Swiss Shareholder or both, as the context may require.

For the purpose of this summary the term ‘Exchange of Shares’ includes both the exchange of shares in OCSA against shares in OHAG with respect to the Offer as well as the exchange of shares in OCSA against shares in OHAG in the course of the possible subse-quent statutory cross-border merger of OCSA into OHAG.

tAxes relAting to the oFFerPrivate individuals and corporations holding shares in OCSAGenerally, the Exchange of Shares in OCSA against shares in OHAG should not be subject to federal, cantonal or communal income tax for Swiss Individual Shareholders who hold the shares in OHAG as private assets (De. Privatvermögen).

Generally, the Exchange of Shares in OCSA against shares in OHAG should not be subject to Swiss federal, cantonal nor com-munal income tax for Swiss Individual Shareholders who hold the shares in OHAG as business assets (De. Geschäftsvermögen) and is not subject to corporate income tax for Swiss Corporate Shareholders provided that the book value of the shares in OCSA is transferred to the shares in OHAG.

Swiss withholding taxAccording to an advance ruling issued by the Swiss Federal Tax Authority, the Exchange of Shares in OCSA against shares in OHAG does not trigger any federal withholding tax consequenc-es (De. Verrechnungssteuer; “Withholding Tax”).

Stamp taxAccording to an advance ruling issued by the Swiss Federal Tax Authority, the Exchange of Shares in OCSA against shares in OHAG does not trigger any federal transfer stamp tax (De. Umsatzabgabe; “Transfer Stamp Tax”) and issuance stamp tax (De. Emissionsabgabe; “Issuance Stamp Tax”) consequences.

tAxAtion oF ohAg shAreholders Following Completion oF the oFFerTaxation of dividend from OHAGwithholding tax on dividends Dividends or similar transfers of value from OHAG to the share-holders in OHAG are subject to Withholding Tax at the current tax rate of 35 percent. OHAG is obliged to withhold Withholding Tax on the gross amount of the taxable dividend.

Distributions to shareholders from OHAG’s capital contribu-tion reserves (De. Reserven aus Kapitaleinlagen; “Capital Contribu-tion Reserves”) are however in principal not subject to Withhold-ing Tax (De. Kapitaleinlageprinzip). Through the exchange of shares in the course of the Offer (but not the subsequent statutory cross-border merger), the Capital Contribution Reserve can be estimated to increase by CHF 525.1–787.6 million.1) A repayment from the Capital Contribution Reserves should not be subject to Withholding Tax.

relief from withholding Taxnon-swiss shareholders may only be entitled to partial relief from Withholding Tax under any applicable tax treaty. The proce-dures for claiming treaty refunds (and the time frame required for obtaining a refund) may differ from country to country. Switzer-land has entered into bilateral treaties for the avoidance of double taxation (including a Savings Agreement with the European Union) with respect to income taxes with numerous countries,

1) See footnote on page 82.

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including Sweden and Luxembourg, whereby under certain cir-cumstances all or part of the Withholding Tax may be refunded.

swiss shareholders will, in principle, be entitled to full exemp-tion, refund or tax credit against income tax on the Withholding Tax if the underlying income is reported in the accounts or the income tax return, as applicable.

repurchase of sharesUnder Swiss tax law, repurchases of shares for the purposes of a capital reduction are treated as a partial liquidation subject to the 35 percent Withholding Tax. However, the portion of the repur-chase price that is attributed to the par value of the shares repur-chased will not be subject to the Withholding Tax. Further, the portion of the repurchase price that is attributed to the Capital Contribution Reserves of the shares repurchased will also not be subject to the Withholding Tax. Thus, OHAG would be required to withhold 35 percent Withholding Tax from the difference between the repurchase price and the related amount of par val-ue and qualifying Capital Contribution Reserves. OHAG would be required to remit on a net basis the purchase price with the Withholding Tax deducted to a holder of OHAG shares and pay the Withholding Tax to the Swiss Federal Tax Authority.

The repurchase of shares for purposes other than capital reduction, such as to retain as treasury shares for use in connec-tion with stock incentive plans, convertible debt or other instru-ments within certain periods, will generally not be subject to the Withholding Tax provided the threshold of 10 percent (or, in cer-tain cases, 20 percent) of the registered share capital as required by the Swiss Code is satisfied and the shares are resold within certain periods prescribed by Swiss law.

swiss income tax non-swiss shareholders are exempt from Swiss income tax on dividends.

swiss shareholders are generally subject to federal, cantonal and communal income tax on dividends received on the shares. Provided certain conditions are satisfied, these shareholders may apply for tax relief on such dividends. In addition, for Swiss Individ-ual Shareholders who hold the shares in OHAG as private assets (De. Privatvermögen), a repayment of the nominal amount and dividends from Capital Contribution Reserves are tax exempt.

Capital gains taxation on OHAG sharesnon-swiss shareholders are exempt from Swiss income tax on capital gains upon divestment of the shares.

swiss individual shareholders holding shares in OHAG as private assets are generally exempt from Swiss federal, cantonal and communal income tax on capital gains realized upon disposal of shares. Income tax consequences may however arise in certain cases, e.g. for private investors who are deemed as professional securities investors (De. gewerbsmässige Wertschriftenhändler).

Other swiss shareholders are generally subject to federal, cantonal and communal income tax on capital gains realized upon a disposal of shares. Provided certain conditions are satisfied, Swiss Corporate Shareholders as well as Swiss Individual Share-holders who hold the shares in OHAG as business assets (De. Geschäftsvermögen) may apply for tax relief on such capital gains.

In conjunction with the repurchase of OHAG’s own shares, the part of the repurchase amount that exceeds: (i) the nominal value; and (ii) the Capital Contribution Reserves of the OHAG shares (in particular with respect to the shares that are repur-chased for a subsequent redemption) may, under certain circum-stances, be characterized as taxable dividend income in conjunc-tion with liquidation (see section “Tax matters in Sweden, Switzerland and Luxembourg – Switzerland – Taxation of OHAG Shareholders following completion of the Offer – Taxation of dividend from OHAG – Repurchase of Shares”).

Wealth tax Swiss Individual Shareholders are obliged to report the share-holdings in OHAG as part of their taxable wealth and will be lia-ble for cantonal and communal wealth tax (De. Vermögenssteu-er), provided that their total net wealth exceeds applicable allowances. No wealth tax is levied at federal level.

Swiss Corporate Shareholders are subject to cantonal and communal wealth tax or tax on capital of the taxable net assets or capital.

Transfer Stamp TaxA purchase or sale of shares in OHAG may be subject to Transfer Stamp Tax irrespective of the place of residency of the purchaser or seller if the transaction takes place through or with a Swiss bank or other Swiss securities dealer, as those terms are defined in the Swiss Federal Stamp Tax Act and no exemption applies in the specific case. If a purchase or sale is not entered into through or with a Swiss bank or other Swiss securities dealer, then no stamp tax will be due.

The applicable stamp tax rate is 0.15 percent (for securities issued by a resident in Switzerland, such as the shares issued by OHAG) on the purchase price or sales proceeds.

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LuxembourgBelow is a summary of certain tax issues which may arise in connec-tion with the Offer. The summary is based on current Luxembourg tax rules and administrative practice. Amendments to the regulatory framework and administrative practice may entail that the summary must be revaluated. The summary is only intended to provide general information and does not constitute a comprehensive summary of the tax consequences or aspects which may arise or should be con-sidered by a potential investor in relation to the Offer, nor is the sum-mary intended to constitute any substitute for legal or tax advice. Hence, potential investors should consult tax advisers regarding the tax consequences, including Luxembourg tax consequences, that may arise in the event of an investment in the Company.

Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature refers to Luxembourg tax law and /or concepts only. Also, please note that a reference to Luxembourg income tax encompass-es corporate income tax (Fr. impôt sur le revenu des collectivites), municipal business tax (Fr : impôt commercial communal), a solidarity surcharge (Fr : contribution au fonds de chômage) as well as personal income tax (Fr. impôt sur le revenu) generally and the new temporary tax for the budget balance (Fr. Impôt d’équilibrage budgétaire tempo-raire). Investors may further be subject to net wealth tax (Fr. impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax, net wealth tax as well as the solidarity surcharge invariably apply to most corporate taxpayers resident of Luxembourg for tax purposes. Individual taxpayers are generally sub-ject to personal income tax and the solidarity surcharge. Under cer-tain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

The summary does, inter alia, not cover situations where securi-ties are held by a partnership or situations where at least 10 percent of the share capital of OCSA (or an acquisition cost of at least EUR 6 million or EUR 1.2 million in certain circumstances) are directly held by a single shareholder.

tAxes relAting to the oFFerLuxembourg shareholders of OCSA will exchange their OCSA shares at fair market value and receive shares in OHAG in exchange. For Luxembourg tax purposes, this exchange of OCSA shares qualifies as a disposal of the OCSA shares followed by the acquisition of new shares in OHAG.

Private individuals holding shares in OCSACapital gains deriving from the sale of private assets should be taxed in the following circumstances only:

● In case private assets are not held more than 6 months (specu-lative gains), capital gains should normally be subject to taxa-tion at full income tax rate (i.e. maximum 44.1 percent in 2015 including the temporary tax for the budget balance) if the total annual capital gains exceed EUR 500.

● In case private assets are held for more than 6 months (long-term gains), capital gains held for more than 6 months are exempt from income tax.

However, capital gains on the sale of significant shareholdings held more than 6 months are taxed at half the global tax rate. A share-holding is significant when the transferor has owned, directly or indirectly, alone or together with his/her spouse/partner1)and minor children, more than 10 percent of the company’s capital at any point of time over the last five years preceding the sale.

A 1.4 percent dependence insurance contribution is due on the taxable capital gains derived by Luxembourg resident share-holders who are registered with the Luxembourg social security.

Corporations holding shares in OCSA Generally, following the Offer, any capital gain realized by Luxem-bourg corporate shareholders, resulting from the difference between the fair market value of the OCSA shares exchanged and their historical acquisition cost should be fully taxable at the current rate of 29.22 percent (for 2015 for Luxembourg city). Such capital gain may be exempt in case certain conditions are satisfied. Should a loss be realized upon the Offer, such loss should be tax-deductible.

Luxembourg withholding taxThere should be no withholding tax issues upon the Offer (share-for-share exchange) in absence of any kind of Luxembourg divi-dends distribution.

tAxes relAting to the subsequent Cross- border mergerPrivate individuals holding shares in OCSAThe individual shareholders who kept their shares in the Offer may exchange their OCSA shares against OHAG shares at fair market value during the process of the cross-border merger. As this step happens during the stage of the cross-border merger, the exchange of shares may be considered as a tax neutral transac-tion from a Luxembourg income tax point of view, unless renounced by the shareholder. In case the tax neutral operation does not apply, the exchange of shares would be subject to the same tax treatment of capital gains described in section “Tax mat-ters in Sweden, Switzerland and Luxembourg – Luxembourg – Taxes relating to the Offer – Corporations holding shares in OCSA”.

1) Same sex marriage is recognized in Luxembourg as from 01.01.2015.

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Corporations holding shares in OCSALuxembourg corporate shareholders who do not participate to the Offer should receive shares of OHAG in exchange for their shares in OCSA subsequent to the cross-border merger. This exchange should be treated as a disposal of the OCSA shares.

Tax neutral share-for-share exchange Shares exchanged by a Luxembourg corporate shareholder in the framework of a merger should benefit from a tax neutral provi-sion under which the shares of OHAG received in exchange for the shares of OCSA subsequently to the merger should have the same acquisition price and date than the OCSA shares given in exchange. This provides for a roll-over of the gain onto the OHAG shares.

This roll-over should automatically apply unless renounced by the shareholder (note that even though the roll-over is of auto-matic application, this tax treatment should be disclosed in the corporate tax return of the Luxembourg corporate share-holders).

Upon subsequent disposal of the OHAG’s shares by the Lux-embourg corporate shareholders, the gain should be determined for Luxembourg tax purposes as the difference between the fair market value of the OHAG’ shares upon disposal, and the histori-cal acquisition cost of the OCSA’ shares rolled-over onto the OHAG’ shares (see section “Tax matters in Sweden, Switzerland and Luxembourg – Luxembourg – Taxes relating to the Offer – Private individuals holding shares in OCSA” for the taxation of the gain).

Taxable share-for-share exchangeIf the Luxembourg corporate shareholders decide to renounce to the application of the roll-over provision detailed in section “Tax matters in Sweden, Switzerland and Luxembourg – Luxem-bourg – Taxes relating to the subsequent cross-border merger – Tax neutral share-for-share exchange” the renunciation should be explicitly mentioned in the corporate tax return of the Luxem-bourg corporate shareholders. In this case, any gain resulting in the difference between the fair market value of the OCSA’ shares exchanged and their acquisition cost should be fully taxable. Such gain may be exempt should certain conditions be satisfied.

Any loss should be tax deductible.

tAxAtion oF ohAg shAreholders Following the bCompletion oF the oFFerTaxation of a repayment of share capital and Capital Contribution Reserves from OHAG (no Swiss withholding tax)private individuals holding shares in OhAGWhere repayments of share capital and Capital Contribution Reserves take place in the absence of serious economic reasons, the repayment of share capital and Capital Contribution Reserves should be re-qualified as a dividend for Luxembourg tax purposes and should be fully taxable in Luxembourg at progressive income tax rates (i.e. currently maximum 44.1 percent in 2015 including

the temporary tax for the budget balance ) in Luxembourg at the level of the individual Luxembourg resident shareholders, plus 1.4 percent dependence insurance assuming they are registered with the Luxembourg social security.

Where repayments of share capital and Capital Contribution Reserves take place in presence of serious economic reasons and in absence of distributable reserves, the nominal capital repay-ment would unlikely be treated as a dividend and as such, there would be no tax impact in Luxembourg.

corporations holding shares in OhAGWhere repayments of share capital and Capital Contribution Reserves take place in the absence of serious economic reasons, the repayment of share capital and Capital Contribution Reserves should be re-qualified as a dividend for Luxembourg tax purposes, and should be fully taxable in Luxembourg at the current rate of 29.22 percent (for 2015 for Luxembourg city). Such dividend may however be tax exempt provided that certain conditions are sat-isfied.

Where repayments of share capital and Capital Contribution Reserves take place in presence of serious economic reasons and in absence of distributable reserves, the nominal capital repay-ment would unlikely be treated as a dividend and as such, there would be no tax impact in Luxembourg.

Taxation of dividend from OHAG (subject to 35 percent Swiss withholding tax)Dividends (but not dividends from approved Capital Contribution Reserves) from a company resident in Switzerland are generally subject to withholding tax at a rate of 35 percent. According to the tax treaty between Luxembourg and Switzerland, sharehold-ers who are tax resident in Luxembourg are entitled to recover 20 percent of the tax paid through an administrative refund pro-cedure, resulting in taxation at source in Switzerland at an effec-tive rate of 15 percent.

private individuals holding shares in OhAGDividend income deriving from OHAG should be fully taxable in Luxembourg at progressive income tax rates (i.e. currently maxi-mum 44.1 percent in 2015 including the temporary tax for the budget balance ) in Luxembourg at the level of the individual Lux-embourg resident shareholders, plus 1.4 percent dependence insurance assuming they are registered with the Luxembourg social security. Provided certain conditions are satisfied, a 50 per-cent tax exemption on gross income deriving from dividends should be applicable.

Assuming that OHAG and the Luxembourg individual share-holder qualify under Article 23 1. b) of the Luxembourg-Switzer-land double tax treaty as well as under Luxembourg Income Tax Law, it should be possible to credit the Swiss withholding tax on the Luxembourg income tax only with certain limitations (i.e. without exceeding that part of the Luxembourg income tax due, as computed before the credit, which is attributable to the income derived from Switzerland).

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corporations holding shares in OhAGDistributions made by OHAG should be fully taxable in the hands of the Luxembourg corporate shareholders at the current rate of 29.22 percent (for 2015 for Luxembourg city).

Assuming that OHAG and the Luxembourg corporate share-holder qualify under Article 23 1. b) of the Luxembourg-Switzer-land double tax treaty as well as under Luxembourg Income Tax Law, it should be possible to credit the Swiss withholding tax on the Luxembourg corporate income tax only (i.e. not on the municipal business tax) with certain limitations (i.e. without exceeding that part of the Luxembourg tax, as computed before the credit, which is attributable to the income derived from Swit-zerland).

Any foreign exchange result deriving from the distribution at the level of the Luxembourg corporate shareholder should be taxable.

Provided certain conditions are satisfied, tax exemption may apply on dividend received from OHAG by the corporate share-holders resident in Luxembourg.

Capital gains taxation on OHAG sharesprivate individuals holding shares in OhAGAccording to article 13 of the DTT, gains from the alienation of any movable property shall be taxable for an individual only in the Contracting State of which the alienator is a resident, i.e. in Lux-embourg. Please refer to section “Tax matters in Sweden, Switzer-land and Luxembourg – Luxembourg – Taxes relating to the Offer – Private individuals holding shares in OCSA” on taxation of capital gains deriving from the sale of private assets.

corporations holding shares in OhAGCapital gains realized by Luxembourg corporate shareholders on the disposal of OHAG shares should be fully taxable in Luxem-bourg at the current rate of 29.22 percent (for 2015 for Luxem-bourg city). Provided certain conditions are satisfied, tax exemp-tion may apply to such capital gains.Net wealth taxprivate individuals holding shares in OhAGIndividual shareholders are not subject to net wealth tax in Lux-embourg.

corporation holding shares in OhAGThe fair market value of the OHAG shares held by Luxembourg corporate shareholders must be reported for net wealth tax pur-poses as at January 1st each year. Therefore, the fair market value of the shares held in OHAG by the Luxembourg corporate shareholders should be subject to the annual 0.5 percent net wealth tax in Luxembourg (an exemption can apply in case certain conditions are met).

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Documents incorporated by referenceThe following documents are incorporated in the Offer Docu-ment by reference and constitute part of the Offer Document and should be read as a part hereof. The pages not referred to in the below documents contain information which is not deemed relevant for the Offer. All the below documents are available at OCSA’s webpage, www.oriflame.com.

● Directors’ report, the consolidated income statements (page 52), the consolidated statements of comprehensive income (page 53), the consolidated statements of financial position (page 54), the consolidated statements of changes in equity (page 55), the consolidated statements of cash flows (page 56) and the notes to the consolidated financial statement (pages 57–90).

● Directors’ report, auditors’ report, the consolidated income statements (page 66), the consolidated statements of compre-hensive income (page 67), the consolidated statements of financial position (page 68), the consolidated statements of changes in equity (page 69), the consolidated statements of cash flows (page 70) and the notes to the consolidated financial statement (pages 71–91) in the annual report of OCSA for the financial year 2013.

● Directors’ report, auditors’ report, the consolidated income statements (page 64), the consolidated statements of compre-hensive income (page 65), the consolidated statements of financial position (page 66), the consolidated statements of changes in equity (page 67), the consolidated statements of cash flows (page 68) and the notes to the consolidated finan-cial statement (pages 69–89) in the annual report of OCSA for the financial year 2012.

Documents available for reviewCopies of the following documents may during the entire validity period of the Offer Document be reviewed at the offices of OHAG, Bleicheplatz 3, CH-8200 Schaffhausen, Switzerland.

● Annual reports of OCSA for the financial years 2014, 2013 and 2012.

● Interim reports of OCSA for the first quarters 2015 and 2014. ● Articles of association for OHAG and OCSA. ● This Offer Document.

Documents incorporated by reference and available for review

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Audit report and financial statements for OHAG as of and for the period 6 October – 31 December 2014

Oriflame Holding AG, Schaffhausen

Report of the Statutory Auditor on the Financial Statements

to the General Meeting of Shareholders

Financial Statements for the period from 6 October 2014 to 31 December 2014

KPMG AG Zürich, 15 May 2015

Ref. HB/MR

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KPMG AG Audit Badenerstrasse 172 P.O. Box 1872 Telephone +41 58 249 31 31 CH-8004 Zurich CH-8026 Zurich Fax +41 58 249 44 06 Internet www.kpmg.ch

Report of the Statutory Auditor to the General Meeting of Shareholders of Oriflame Holding AG, Schaffhausen Report of the Statutory Auditor on the Financial Statements As statutory auditor, we have audited the accompanying financial statements of Oriflame Holding AG, which comprise the balance sheet as of 31 December 2014, the income statement, the statement of changes in equity and the statement of cash flow for the period from 6 October 2014 to 31 December 2014, and notes. Board of Directors’ Responsibility The board of directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The board of directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements as of 31 December 2014 and for the period then ended comply with Swiss law and the company’s articles of incorporation.

KPMG AG/SA, a Swiss corporation, is a subsidiary of KPMG Holding AG/SA, which is a member of the KPMG network of independent firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss legal entity.

Member of the Swiss Institute of Certified Accountants and Tax Consultants

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Oriflame Holding AG, Schaffhausen Report of the Statutory Auditor

on the Financial Statements to the General Meeting of Shareholders

Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the board of directors. We recommend that the financial statements submitted to you be approved. KPMG AG Hélène Béguin Myriam Roulin Licensed Audit Expert Licensed Audit Expert Auditor in Charge Zürich, 15 May 2015 Enclosures: - Financial statements (balance sheet, income statement, statement of changes in equity,

statement of cash flow and notes)

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Oriflame Holding AG, Schaffhausen

Balance sheet as at 31 December 2014

Assets EUR CHF

632,085 759,988 5,088 6,118

due from third parties 5,088 6,118

Total current assets 637,173 766,106

Total assets 637,173 766,106

Liabilities EUR CHF

Other short-term liabilities 83,533 100,436 due to shareholder 83,533 100,436

Accrued expenses and deferred income 13,896 16,708

Total current liabilities 97,429 117,144

Share capital 124,254 150,000 Legal capital reserves 497,018 600,000

- capital contribution reserves 497,018 600,000

Accumulated losses- loss for the period (81,528) (98,960)- currency conversion reserves - (2,078)

Shareholders' equity 539,744 648,962

Total liabilities 637,173 766,106

Other short-term receivables

2014

Cash and cash equivalents

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Income statement for the period

EUR CHF

Financial expenses (446) (541) Non-operating expenses (80,804) (98,082)

Result before taxes (81,250) (98,623)

Direct taxes (278) (337)

Loss for the period (81,528) (98,960)

06.10.2014 - 31.12.2014

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Loss for the period - - - (81,528) (81,528)

Capital increase 124,254 497,018 - - 621,272

Balance as at 31 December 2014 124,254 497,018 - (81,528) 539,744

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Loss for the period - - - (98,960) (98,960)

Capital increase 150,000 600,000 - - 750,000 Currency conversion reserves - - (2,078) - (2,078)

Balance as at 31 December 2014 150,000 600,000 (2,078) (98,960) 648,962

Statement of changes in equityfor the period ended 31 December 2014 (EUR)

Statement of changes in equityfor the period ended 31 December 2014 (CHF)

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Cash flow statement for the period

EUR CHF

Loss for the period (81,528) (98,960) Increase in other short-term receivables (5,088) (6,226) Increase in other short-term payables and accrued expenses 97,429 115,137

Cash flows from operating activities 10,813 9,951

Proceed from issuance of shares 621,272 750,000

Cash flows from financing activities 621,272 750,000

Net increase in cash and cash equivalents 632,085 759,951

Statement of net increase of cash and cash equivalentsCash and cash equivalents as at 31 December 2014 632,085 759,988

Net increase in cash and cash equivalents 632,085 759,988

06.10.2014 - 31.12.2014

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Oriflame Holding AG, Schaffhausen

Notes to the financial statements as at 31 December 2014

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Foreign currencyIncome statement Balance sheet as at

31 December 20141 EUR 1.21382 1.20235

3 Full-time equivalents

The number of full-time equivalents did not exceed 50 on an annual average basis.

Accounting principles applied in the preparation of the financial statements

Oriflame Holding AG has been founded on 6 October 2014. These financial statements havebeen prepared in accordance with the provisions of commercial accounting as set out in theSwiss Code of Obligations (Art. 957 to 963b CO, effective since 1 January 2013).

Foreign currency

The functional currency of the Company is EUR. For presentation purposes, assets andliabilities as well as the income statement are converted in CHF using below exchange rates.However, the equity is converted using the historical exchange rate. The currency conversiondifference is booked in equity.

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Interim report 1 January – 31 March 2015

3 months ended 31 March 2015

Local currency sales increased by 1% and Euro sales decreased by 6% to €307.8m (€327.2m).

Number of active consultants decreased by 1% to 3.4m.

EBITDA amounted to €23.0m (€29.4m).

Adjusted* operating margin was 5.6% (7.0%) resulting in an adjusted* operating profit of €17.2m (€23.1m), impacted by approximately -250 bps from currencies. Operating margin was 5.6% (6.9%) and operating profit €17.2m (€22.7).

Adjusted* net profit amounted to €11.2m (€12.0m) and adjusted* EPS amounted to €0.20 (€0.22). Net profit was €11.2m (€11.6m) and EPS €0.20 (€0.21).

Cash flow from operating activities amounted to €24.1m (€16.9m).

Second quarter update: The underlying sales development in the second quarter to date is around -1% in local currency.

* Adjusted for restructuring costs €0.4m in the first quarter 2014. Significant events after the end of the quarter

In April, Oriflame signed a new Revolving Credit Facility amounting to €110m in total with its existing core relationship banks which replaces the existing €330m facility (signed in May 2011 and with maturity in 2016). As part of the refinancing process, the covenants for the company’s existing Private Placement Notes and the new Revolving Credit Facility were aligned.

On 8 May, a share-for-share exchange transaction, for the purpose of changing the domicile of the Group from Luxembourg to Switzerland, was announced.

CEO Magnus Brännström comments

“The overall market conditions remain very volatile in the CIS region, despite the recent strengthening of the Rouble, and we have seen a slow-down in Russia. In the quarter, we have implemented significant price increases, which have had short-term adverse effect on the volume. We will continue to sequentially implement the price increases and other measures we consider appropriate in order to secure both our margins and the income opportunity for our Consultants. The difficulties in some of our core markets are however balanced by the strong performance of our key growth regions Latin America, Turkey, Africa and Asia representing close to 45 percent of group sales in the quarter. While the strong growth in these regions is encouraging, we focus our strengths on getting back to sustainable growth in CIS and Europe.”

First quarter interim report for OCSA as of and for the period 1 January 2015 – 31 March 2015

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Sales and earnings

FINANCIAL SUMMARY (€ Million)

3 months ended 31 March

2015 20141 Change LTM2,

April ’14- March ‘15

Year end 20143

Sales 307.8 327.2 (6%) 1,246.4 1,265.8 Gross margin, % 67.8 68.5 68.3 68.4 EBITDA 23.0 29.4 (22%) 116.5 122.9 Operating profit 17.2 22.7 (24%) 89.2 94.7 Operating margin,% 5.6 6.9 7.2 7.5 Adj. operating profit 17.2 23.1 (26%) 91.9 97.8 Adj. operating margin, % 5.6 7.0 7.4 7.7 Net profit before tax 17.0 18.2 (7%) 73.0 74.2 Adj. net profit before tax 17.0 18.6 (8%) 75.7 77.3 Net profit 11.2 11.6 (3%) 37.1 37.5 Adj. net profit 11.2 12.0 (7%) 46.24 47.04 EPS, € 0.20 0.21 (3%) 0.67 0.67 Adj. EPS, € 0.20 0.22 (6%) 0.744 0.844 Cash flow from operating activities 24.1 16.9 43% 97.2 90.0 Net interest-bearing debt 264.7 270.4 (2%) 264.7 245.4 Net interest-bearing debt at hedged values 175.3 257.3 (32%) 175.3 196.8 Active consultants, ‘000 3,429 3,481 (1%) 3,429 3,473 Sales per active consultant, € 88.9 93.3 (5%) 358.0 362.4

1Adjusted for restructuring costs of €0.4m 2Adjusted for restructuring costs of €2.7m 3Adjusted for restructuring costs of €3.1m 4Adjusted for additional non-recurring tax items of €6.4m

Three months ended 31 March 2015 Sales in local currencies increased by 1% and Euro sales declined by 6% to €307.8m compared to €327.2m in the same period prior year. Sales development in local currencies was impacted by a 2% increase in productivity while the number of active consultants in the quarter decreased by 1% to 3.4m (3.5m). Unit sales were down by 8%, while the price/mix effect was positive at 9%. Local currency sales increased by 7% in Latin America and by 23% in Turkey, Africa & Asia, while CIS decreased by 5% and Europe by 11%. The gross margin was 67.8% (68.5%) and the adjusted operating margin amounted to 5.6% (7.0%). Operating margin was 5.6% (6.9%). The adjusted operating margin was negatively impacted by currency movements of approximately 250 bps, start-up cost in the Noginsk factory, underutilisation of assets and higher selling and marketing expenses. These factors were partly offset primarily by positive price/mix effects and gain from hedges. Adjusted net profit amounted to €11.2m (€12.0m) and adjusted earnings per share amounted to €0.20 (€0.22). Net profit was €11.2m (€11.6m) and EPS €0.20 (€0.21). Cash flow from operating activities was €24.1m (€16.9m). The average number of full-time equivalent employees was 6,763 (7,375).

-250 bps Operating margin impact from FX

+1 %

Local currency sales

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Operational highlights Brand and Innovation The strategic categories Skin Care and Wellness continued to show good progress during the quarter together with successful product launches within the other categories. The Skin Care growth was largely driven by the successful selling of the Skin Care Routine sets. Oriflame’s largest Skin Care brand, Optimals, delivered encouraging results in the quarter mainly due to notable increases in China. The Time Reversing brand also grew with the help from the launch of the new Night Recovery Serum. The positive development of the Wellness category was strongly supported by the Wellness launch in India with only two products so far - the Natural Balance Shake in three flavours and the Omega 3 Tablets. In the Color Cosmetics category, two new products were launched under the brand The ONE; the Eyes Wide Open Mascara and the Color Unlimited Matte Lipstick. The Fragrance category introduced two strong new concepts: So Fever Him and Her fragrances, inspired by the Fifty Shades of Grey movie, and My Naked Truth. The Hair Care category showed growth driven by the full HairX offer. In the Personal Care category, the introduction of the Optifresh System 8 toothpaste range was the main event during the quarter.

Online During the first quarter, the rollout of the new digital platform was finalised in Latin America, and implementation activities continued in CIS and Europe. The platform was operational in 20 markets by April and is planned to reach full coverage during 2015. Further development and stabilisation activities continue in parallel to the rollout. Intense focus continued on supporting the sales force, primarily through launching several new applications for mobile devices, including responsive functionality of the website. The total share of online orders is now constantly above 90% worldwide, with an increasing number of markets operating at full coverage.

Service The manufacturing equipment was successfully relocated from the former facility in Krasnogorsk, Russia, to the new factory in Noginsk, Russia. The production facility was officially inaugurated on 18 February 2015.

Within the sustainability area, the collaboration with Rainforest Alliance of moving towards a more sustainable timber supply chain for the wood based products, such as catalogues and product packaging, is progressing. Within the paper area overall, the results from 2014 paper footprint show clear progress towards the defined targets.

The company is progressing with its customer experience initiatives, and the Net Promoter Score is being further implemented as a key measurement of customer satisfaction.

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CIS

Key figures Q1’14 Q2’14 Q3’14 Q4’142 Q1’15

Sales, €m 154.9 132.7 112.7 149.1 108.4

Sales growth in € (24%) (23%) (16%) (18%) (30%)

Sales growth in lc (11%) (7%) (3%) 5% (5%)

Adj. op profit, €m1 22.2 12.6 13.9 18.3 12.6

Adj. op margin 14.3% 9.5% 12.3% 12.3% 11.6%

Active consultants, ‘000 1,637 1,477 1,315 1,626 1,531

Sales /active consultant, € 94.6 89.8 85.7 91.7 70.8

¹ Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufacturing overheads. This is in line with prior years. 2 Adjusted for non-recurring items of €8.1m

Countries Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Mongolia, Russia,

Ukraine.

Development Local currency sales in the first quarter decreased by 5%, as a result of a 6% decrease in the number of active consultants and an increase in productivity of 1%. Euro sales were down by 30% to €108.4m (€154.9m). The sales development was driven by a slow-down in Russia where local currency sales were down by 4%. Despite the recent strengthening of the Rouble, the situation remains challenging in the region with very volatile market conditions. Substantial, sequential price increases and other efficiency measures are taken in order to improve the margins, the former with negative impact on volumes. In March 2015 there was a second level of tax court decision in the pending tax case, which did not change the decision of the first. Oriflame remains confident in its tax practice in Russia as confirmed and supported by local and international experts, and plans to continue the litigation process up to the Supreme Court. Adjusted operating profit amounted to €12.6m (€22.2m) resulting in an adjusted operating margin of 11.6% (14.3%). Margins were negatively affected by exchange rate movements and negative leverage on overhead costs, partly offset by positive price/mix effects.

Market conditions remain volatile

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Europe

Key figures Q1’14 Q2’142 Q3’14 Q4’143 Q1’15

Sales, €m 68.3 65.1 57.4 76.7 61.0

Sales growth in € (7%) (9%) (12%) (11%) (11%)

Sales growth in lc (6%) (8%) (12%) (10%) (11%)

Adj. op profit, €m1 6.8 7.9 6.1 12.2 7.5

Adj. op margin 10.0% 12.1% 10.7% 15.8% 12.3%

Active consultants, ‘000 580 547 501 589 542

Sales /active consultant, € 117.8 119.0 114.6 130.2 112.6 1Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufacturing overheads. This is in line with prior years. 2Adjusted for non-recurring items of €0.4m 3Adjusted for non-recurring items of €1.7m

Countries Bosnia, Bulgaria, Croatia, Czech Rep., Denmark, Estonia, Finland, Greece, Holland, Hungary,

Kosovo, Latvia, Lithuania, Macedonia, Montenegro, Norway, Poland, Portugal, Romania, Serbia,

Slovakia, Slovenia, Spain, Sweden, UK/Ireland.

Development Local currency sales in the first quarter decreased by 11%, a result of a 7% decrease in active consultants and 4% in productivity. Euro sales were down by 11% to €61.0m (€68.3m). Initiatives are ongoing within several areas such as roll-out of Success Plan changes, leadership development, catalogue enhancements and online offerings and tools in order to address the development.

Adjusted operating margin increased to 12.3% (10.0%) and the adjusted operating profit was €7.5m (€6.8m), driven by administrative efficiencies. Latin America

Key figures Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

Sales, €m 26.5 31.1 32.6 32.5 30.4 Sales growth in € 7% 4% 5% 8% 15% Sales growth in lc 19% 15% 7% 7% 7% Op profit, €m1 2.6 4.2 4.6 3.4 1.8 Op margin 9.8% 13.4% 14.0% 10.3% 6.0% Active consultants, ‘000 213 233 237 231 227 Sales /active consultant, € 124.3 133.4 137.6 140.5 133.6 ¹Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufacturing overheads. This is in line with prior years.

Countries Chile, Colombia, Ecuador, Mexico, Peru.

Development Local currency sales in the first quarter increased by 7% as a result of a 7% increase in the number of active consultants and an unchanged productivity compared to prior year. Euro sales were up by 15% to €30.4 (€26.5m). Local currency sales were strong in Mexico and Peru while Ecuador continued to impact the region negatively. There is a temporary solution in place in Ecuador for import of products from the EU, and negotiations are ongoing for a more permanent solution. Operating profit amounted to €1.8m (€2.6m) and operating margin decreased to 6.0% (9.8%), negatively impacted by internal USD product purchases and increased bad debt provisions.

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Key figures Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

Sales, €m 75.2 79.8 70.1 93.9 104.9

Sales growth in € (1%) (3%) 15% 30% 40%

Sales growth in lc 16% 12% 20% 25% 23%

Op profit, €m1 9.2 11.2 7.4 14.9 12.7

Op margin 12.2% 14.0% 10.6% 15.8% 12.1%

Active consultants, ‘000 1,051 967 895 1,027 1,129

Sales /active consultant, € 71.5 82.6 78.4 91.5 92.9 ¹ Excludes costs accounted for in the segments Manufacturing and Other such as financial expenses, gain/loss on exchange rates, market support and manufacturing overheads. This is in line with prior years.

Countries Algeria, China, Egypt, India, Indonesia, Kenya, Morocco, Myanmar, Nigeria, Pakistan, Sri Lanka,

Tanzania, Thailand, Tunisia, Turkey, Uganda, Vietnam.

Development First quarter sales growth in local currencies was 23% as a result of a 7% increase in the number of active consultants and 16% increase in productivity. Euro sales were up by 40% to €104.9m (€75.2m). Many markets performed well, particularly China and Indonesia. In China, the focus on Skin Care routines and product sets continues to deliver very good results, contributing to the overall productivity development of the region. Operating margin was stable at 12.1% (12.2%) and operating profit was €12.7m (€9.2m). An insurance claim of €7.8m relating to Indian warehouse fire in 2013 was received, impacting the cash flow positively in the quarter.

+16%

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Sales, operating profit and consultants by region

Sales (€ Million)

3 months ended 31 March

Change in Euro

Change in lc

2015 2014

LTM, April’14-

March ‘15

Year end 2014

CIS 108.4 154.9 (30%) (5%) 502.9 549.4

Europe 61.0 68.3 (11%) (11%) 260.1 267.4

Latin America 30.4 26.5 15% 7% 126.6 122.7

Turkey, Africa & Asia 104.9 75.2 40% 22% 348.7 319.0

Manufacturing 1.5 0.8 80% 84% 2.0 1.3

Other 1.6 1.5 9% 1% 6.1 6.0

Total sales 307.8 327.2 (6%) 1% 1,246.4 1,265.8

Adj. operating profit (€ Million)

3 months ended 31 March

Change

2015 2014

LTM, April’14-March’15

Year end 2014

CIS 12.6 22.2 (43%) 57.5 67.1

Europe 7.5 6.8 10% 33.7 33.0

Latin America 1.8 2.6 (30%) 13.9 14.7

Turkey, Africa & Asia 12.7 9.2 38% 46.1 42.6

Manufacturing 0.7 1.5 (52%) (2.0) (1.2)

Other (18.1) (19.2) 6% (57.1) (58.2)

Total adj. operating profit 17.2 23.11 (25%) 91.92 97.83

Active consultants (´000)

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Change

2015 2014 Year End

2014

CIS 1,531 1,637 (6%) 1,626

Europe 542 580 (7%) 589

Latin America 227 213 7% 231

Turkey, Africa & Asia 1,129 1,051 7% 1,027

Total 3,429 3,481 (1%) 3,473 1Adjusted for non-recurring items of €0.4m 2Adjusted for non-recurring items of €2.7m 3Adjusted for non-recurring items of €3.1m

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Cash flow & investments

Cash flow from operating activities in the first quarter amounted to €24.1m (€16.9m) helped by positive development of working capital components and realised profit on exchange rates. An insurance claim of €7.8m relating to Indian warehouse fire in 2013 was received impacting the cash flow positively in the quarter. Cash flow used in investing activities amounted to €-3.9m (€-8.6m). Financial position

Net interest-bearing debt amounted to €264.7m compared to €270.4m at the end of the first quarter 2014. The net debt/EBITDA ratio was 2.3 (1.8) and interest cover amounted to 3.4 (5.6) in the first quarter 2015 and to 4.8 (6.8) during the last twelve months. Net interest-bearing debt at hedged values amounted to €175.3 (€257.3m). The net debt at hedged values/EBITDA ratio was 1.5 (1.7). Related parties

There have been no significant changes in the relationships or transactions with related parties compared with the information given in the Annual Report 2014. Dividend

As indicated in the year-end 2014 report, the Board of Directors will continue to prioritise reducing the debt during the forthcoming quarters. As a consequence, the Board of Directors will not seek a mandate for distribution of dividend during the forthcoming four quarters (quarter 2 2015 up until quarter 1 2016). Annual Report

The annual report was published on the company’s website on 15 April 2015.

Annual General Meeting

Oriflame Cosmetics S.A. will hold its 2015 Annual General Meeting in Luxembourg on 19 May 2015.

Personnel

The average number of full-time equivalent employees amounted to 6,763 (7,375).

Alignment of legal structure

As previously announced, Oriflame is reviewing its legal structure and the process is well underway. During the second quarter 2014, a successful spin-off of assets from Oriflame Cosmetics S.A. to a newly established Luxembourg financing and holding company directly held by Oriflame Cosmetics S.A. was completed. During the fourth quarter 2014, a Swiss holding company, Oriflame Holding AG was established. As a third step, a share-for-share exchange transaction, for the purpose of changing the domicile of the Group from Luxembourg to Switzerland, was announced on 8 May 2015. Additional information is and will be made available on Oriflame’s website under the share-for-share exchange offer section.

€24.1m in operating cash flow

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Significant event after the end of the quarter

In April, Oriflame signed a new Revolving Credit Facility amounting to €110m in total with its existing core relationship banks HSBC Bank plc, ING Bank, Nordea, Raiffeisen Bank International AG and SEB. The new five-year facility replaces the existing €330m facility (signed in May 2011 and with maturity in 2016). As part of the refinancing process, the covenants for the company’s existing Private Placement Notes and the new Revolving Credit Facility were aligned. The following financial measures constitute the aligned set of covenants:

Consolidated net debt to consolidated EBITDA less than or equal to 3.0 times

Consolidated EBITDA to consolidated finance costs greater than or equal to 5.0 times

Consolidated net worth greater than or equal to €120m The financial measures as defined in the Revolving Credit Facility Agreement and the Private Placement Notes Amendment document will be disclosed in the company’s financial reports on a quarterly basis, starting from the report for the second quarter 2015. Second quarter update

The underlying sales development in the second quarter 2015 to date is approximately -1% in local currency. Long term targets

Oriflame Cosmetics aims to achieve local currency sales growth of approximately 10 percent per annum and an operating margin of 15 percent. The business of the Group presents cyclical evolutions and is driven by a number of factors: Effectiveness of individual catalogues and product introductions Effectiveness and timing of recruitment programmes Timing of sales and marketing activities The number of effective sales days per quarter Currency effect on sales and results

Financial Calendar for 2015

The 2015 Annual General Meeting will be held on 19 May. Share-for-share offer – for further information and important dates see

Oriflame’s website. Second quarter 2015 report will be published on 13 August. Third quarter 2015 report will be published on 12 November.

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Other

A Swedish translation is available on www.oriflame.com.

Conference call for the financial community The company will host a conference call on Friday, 8 May at 9:30 CET. Participant access numbers: Luxemburg: +352 2 730 0158 Sweden: +46 8 505 564 53 Switzerland: +41 22 580 29 94 UK: +44 20 3009 2455 US: +1 855 228 3719 Confirmation code: 267700# The conference call will also be audio web cast in “listen-only” mode through Oriflame’s website: www.oriflame.com or through http://edge.media-server.com/m/p/csgr7bgq 8 May 2015 Magnus Brännström Chief Executive Officer For further information, please contact: Magnus Brännström, Chief Executive Officer, Tel: +352 691 151 930 Gabriel Bennet, Chief Financial Officer, Tel: +41 798 263 713 Johanna Palm, Sr. Director Investor Relations, Tel: +46 765 422 672 Oriflame Cosmetics S.A. 24 Avenue Emile Reuter, L-2420, Luxembourg www.oriflame.com Company registration no B.8835

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Consolidated key figures

3 months ended 31 March

2015 2014

LTM, Apr’14-Mar’15

Year end 2014

Gross margin, % 67.8 68.5 68.3 68.4

EBITDA margin, % 7.5 9.0 9.3 9.7

Adj. operating margin, % 5.6 7.0 7.4 7.7

Return on:

- operating capital, % - - 19.6 21.8

- capital employed, % - - 17.7 19.9 Net debt at hedged values / EBITDA (LTM) 1.5 1.7 1.5 1.6

Net debt / EBITDA (LTM) 2.3 1.8 2.3 2.0

Interest cover 3.4 5.6 4.8 5.4 Average no. of full-time equivalent employees 6,763 7,375 6,983 7,039

Definitions

Operating capital Total assets less cash and cash equivalents and non interest-bearing liabilities, including deferred tax liabilities.

Return on operating capital Operating profit divided by average operating capital.

Capital employed Total assets less non interest-bearing liabilities, including deferred tax liabilities.

Return on capital employed Operating profit plus interest income divided by average capital employed.

Net interest-bearing debt Interest-bearing debt excluding front fees less cash and cash equivalents.

Interest cover Operating profit plus interest income divided by interest expenses and charges.

Net interest-bearing debt to EBITDA Net interest-bearing debt divided by EBITDA.

EBITDA Operating profit before financial items, taxes, depreciation, amortisation and share incentive plan.

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Quarterly Figures

Financial summary Q4’131 Q1’142 Q2’143 Q3’14 Q4’144 Q1’15

Sales, €m 371.2 327.2 310.4 274.5 353.7 307.8

Gross margin, % 70.5 68.5 70.9 69.0 65.9 67.8

EBITDA, €m 52.0 29.4 32.8 26.3 34.4 23.0

Adj. operating profit, €m 46.8 23.1 25.3 19.7 29.8 17.2

Adj. operating margin, % 12.6 7.0 8.1 7.2 8.4 5.6

Adj. net profit before income tax, €m 38.0 18.6 19.5 16.8 22.3 17.0

Adj. net profit, €m 27.2 12.0 12.1 11.8 11.1 11.2

Adj. EPS, diluted € 0.49 0.22 0.22 0.21 0.20 0.20

Cash flow from op. activities, €m 63.7 16.9 12.0 (4.9) 66.0 24.1

Net interest-bearing debt, €m 275.9 270.4 284.2 317.5 245.4 264.7

Active consultants, ‘000 3,460 3,481 3,224 2,948 3,473 3,429

Sales, €m Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

CIS 181.1 154.9 132.7 112.7 149.1 108.4

Europe 85.9 68.3 65.1 57.4 76.7 61.0

Latin America 30.2 26.5 31.1 32.6 32.5 30.4

Turkey, Africa & Asia 72.1 75.2 79.8 70.1 93.9 104.9

Manufacturing 0.1 0.8 0.2 0.3 0.1 1.5

Other 1.8 1.5 1.5 1.4 1.4 1.6

Oriflame 371.2 327.2 310.4 274.5 353.7 307.8

Adj. operating Profit, €m Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

CIS 27.1 22.2 12.6 13.9 18.3 12.6

Europe 14.0 6.8 7.9 6.1 12.2 7.5

Latin America 4.1 2.6 4.2 4.6 3.4 1.8

Turkey, Africa & Asia 13.3 9.2 11.2 7.4 14.9 12.7

Manufacturing 1.7 1.5 (0.6) (0.0) (2.1) 0.7

Other (13.4) (19.2) (10.0) (12.3) (16.9) (18.1)

Oriflame 46.81 23.12 25.33 19.7 29.84 17.2

Active consultants, ‘000 Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

CIS 1,648 1,637 1,477 1,315 1,626 1,531

Europe 630 580 547 501 589 542

Latin America 223 213 233 237 231 227

Turkey, Africa & Asia 959 1,051 967 895 1,027 1,129

Oriflame 3,460 3,481 3,224 2,948 3,473 3,429

Adj. operating Margin, % Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

CIS 14.9 14.3 9.5 12.3 12.3 11.6

Europe 16.2 10.0 12.1 10.7 15.8 12.3

Latin America 13.5 9.8 13.4 14.0 10.3 6.0

Turkey, Africa & Asia 18.5 12.2 14.0 10.6 15.8 12.1

Oriflame 12.61 7.02 8.13 7.2 8.44 5.6 1 Adjusted for non-recurring items of €2.2m 2 Adjusted for non-recurring items of €0.4m 3 Adjusted for non-recurring items of €1.3m 4Adjusted for non-recurring items of €1.3m

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€ Sales Growth in % Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

CIS (16) (24) (23) (16) (18) (30)

Europe (10) (7) (9) (12) (11) (11)

Latin America 17 7 4 5 8 15

Turkey, Africa & Asia 0 (1) (3) 15 30 40

Oriflame (10) (14) (14) (7) (5) (6)

Cash Flow, €m Q4’13 Q1’14 Q2’14 Q3’14 Q4’14 Q1’15

Operating cash flow 63.7 16.9 12.0 (4.9) 66.0 24.1

Cash flow used in investing activities (15.7) (8.6) (8.4) (10.0) 21.1 (3.9)

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Condensed consolidated interim income statements

€’000

3 months ended 31 March

2015 2014

LTM, Apr’14-Mar’15

Year End 2014

Sales 307,820 327,232 1,246,437 1,265,849

Cost of sales (99,102) (103,213) (395,357) (399,468)

Gross profit 208,718 224,019 851,080 866,381

Other income 10,968 11,430 44,536 44,998

Selling and marketing expenses

(118,139) (125,908) (466,727) (474,496)

Distribution and Infrastructure

(23,974) (27,059) (100,475) (103,560)

Administrative expenses

(60,347) (59,850) (239,094) (238,597)

Operating profit 17,225 22,633 89,318 94,726

Analysis of operating profit:

Adjusted operating profit

17,225 23,058 91,962 97,795

Non-recurring items - (425) (2,644) (3,069)

Operating profit 17,225 22,633 89,318 94,726

Financial income 59,760 13,102 124,352 77,694

Financial expenses (59,978) (17,579) (140,619) (98,220)

Net financing costs (218) (4,477) (16,266) (20,526)

Net profit before income tax

17,008 18,156 73,052 74,200

Total income tax expense

(5,776) (6,622) (35,901) (36,748)

Net profit 11,232 11,534 37,150 37,452

Analysis of net profit:

Adjusted net profit 11,232 11,959 46,218 46,945

Non-recurring items - (425) (2,644) (3,069)

Non-recurring tax items

- - (6,424) (6,424)

Net profit 11,232 11,534 37,150 37,452

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€

3 months ended 31 March

2015 2014

LTM, Apr’14-Mar’15

Year end 2014

Adj*. EPS:

- basic 0.20 0.22 0.83 0.84

- diluted 0.20 0.22 0.83 0.84

EPS:

- basic 0.20 0.21 0.67 0.67

- diluted 0.20 0.21 0.67 0.67

Weighted avg. number of shares outstanding:

- basic 55,608,563 55,600,653 55,605,312 55,603,362

- diluted 55,608,563 55,600,653 55,605,312 55,603,362

Total number of shares outstanding:

- basic 55,608,563 55,600,653 55,608,563 55,608,563

- diluted 55,608,563 55,600,653 55,608,563 55,608,563

*Adj EPS calculation based on adjusted net profit.

Condensed consolidated interim statements of other comprehensive income

€’000

3 months ended 31 March

2015 2014 LTM Apr’14-

Mar’15 Year end 2014

Net profit 11,232 11,534 37,150 37,452

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss:

Revaluation reserve 227 (26) (193) (446) Items that are or may be reclassified subsequently to profit or loss:

Foreign currency translation differences for foreign operations

11,432 (16,913) (23,932) (52,276)

Effective portion of changes in fair value of cash flow hedges, net of tax

(4,697) 1,318 (3,635) 2,379

Total items that are or may be reclassified subsequently to profit or loss

6,736 (15,595) (27,566) (49,897)

Other comprehensive income for the period, net of tax 6,962 (15,621) (27,759) (50,343) Total other comprehensive income for the period

18,195 (4,086) 9,391 (12,891)

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Condensed consolidated interim statements of financial position

€’000

31 March, 2015

31 December, 2014

31 March,

2014

Assets Property, plant and equipment 182,798 172,904 241,253

Intangible assets 18,858 19,532 19,842

Investment property 541 542 814

Deferred tax assets 22,167 19,201 26,327

Other long-term receivables 898 1,008 855

Total non-current assets 225,262 213,187 289,091

Inventories 180,854 169,478 193,797

Trade and other receivables 79,377 81,410 87,516

Tax receivables 8,042 5,865 4,122

Prepaid expenses 43,656 43,563 42,904

Derivative financial assets 111,801 90,067 28,115

Cash and cash equivalents 117,538 95,569 93,375

Total current assets 541,268 485,952 449,829

Total assets 766,530 699,139 738,920

Equity

Share capital 71,527 71,527 71,517

Treasury shares (41,235) (41,235) (41,235)

Reserves (128,344) (135,306) (100,055)

Retained earnings 257,163 245,931 233,914

Total equity 159,111 140,917 164,141

Liabilities

Interest-bearing loans 348,601 310,329 360,213

Other long-term non interest-bearing liabilities 1,498 1,433 2,175

Deferred income 325 279 409

Deferred tax liabilities

2,612 3,232 4,894

Total non-current liabilities 353,036 315,273 367,691

Current portion of interest-bearing loans 33,199 30,163 2,835

Trade and other payables 92,696 86,915 88,926

Deferred Income 2,680 2,948 2,868

Tax payables 13,256 12,492 8,482

Accrued expenses 94,875 88,769 89,734

Derivative financial liabilities 12,013 14,652 7,683

Provisions 5,664 7,010 6,560

Total current liabilities 254,383 242,949 207,088

Total liabilities 607,419 558,222 574,779

Total equity and liabilities 766,530 699,139 738,920

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Condensed consolidated interim statements of changes in equity

€’000 (Attributable to equity holders of the Company) Share capital

Total reserves

Retained earnings Total equity

At 1 January 2014 71,517 (125,694) 222,380 168,203

Net profit - - 11,534 11,534

Other comprehensive income

Revaluation reserve - (26) - (26)

Foreign currency translation differences for foreign operations

- (16,913) - (16,913)

Effective portion of changes in fair value of cash flow hedges, net of tax

- 1,318 - 1,318

Total other comprehensive income for the period, net of income tax

- (15,621) - (15,621)

Total comprehensive income for the period - (15,621) 11,534 (4,087)

Share incentive plan - 25 - 25

At 31 March 2014 71,517 (141,290) 233,914 164,141

At 1 January 2015 71,527 (176,541) 245,931 140,917

Net profit - 11,232 11,232

Other comprehensive income

Revaluation reserve - 227 - 227

Foreign currency translation differences for foreign operations

- 11,432 - 11,432

Effective portion of changes in fair value of cash flow hedges, net of tax

- (4,697) - (4,697)

Total other comprehensive income for the period, net of income tax

- 6,962 - 6,962

Total comprehensive income for the period - 6,692 11,232 18,194

At 31 March 2015 71,527 (169,579) 257,163 159,111

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Condensed consolidated interim statements of cash flows

€’000

3 months ended 31 March

2015 2014

Operating activities

Net profit before income tax 17,008 18,156

Adjustments for: Depreciation and impairment of property, plant and equipment

4,681 5,555

Amortisation of intangible assets 1,095 1,207

Change in fair value of borrowings and derivatives financial instruments

13,729 (6,103)

Deferred income (325) 111

Share incentive plan - 25

Unrealised exchange rate differences (10,486) 4,534

Profit on disposal of property, plant and equipment, intangible assets and investment property

(71) (19)

Financial income (5,625) (4,206)

Financial expenses 8,424 6,763

Operating profit before changes in working capital and provisions 28,430 26,023

Decrease/(increase) in trade and other receivables, prepaid expenses and derivative financial assets 27,426 3,309

(Increase)/decrease in inventories 2,046 (355) Increase/(decrease) in trade and other payables, accrued expenses and derivatives financial liabilities (21,037) 2,266

Decrease in provisions (1,602) (1,309)

Cash generated from operations 35,263 29,934

Interest received 4,962 4,325

Interest and bank charges paid (6,628) (6,419)

Income taxes paid (9,495) (10,933)

Cash flow from operating activities 24,102 16,907 Investing activities

Proceeds on sale of property, plant and equipment, intangible assets and investment property 85 1,169

Purchases of property, plant and equipment, and investment property (3,699) (9,488)

Purchases of intangible assets (323) (280)

Cash flow used in investing activities (3,937) (8,599) Financing activities

Proceeds from borrowings (286) 1,094

Repayments of borrowings (172) (20,617)

Decrease of finance lease liabilities (21) (13)

Cash flow used in financing activities (479) (19,536) Change in cash and cash equivalents 19,686 (11,228) Cash and cash equivalents at the beginning of the period 95,515 106,788

Effect of exchange rate fluctuations on cash held 2,342 (2,276)

Cash and cash equivalents at the end of the period net of bank overdrafts 117,543 93,284

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Notes to the condensed consolidated interim financial information of Oriflame Cosmetics S.A.

Note 1 • Status and principal activity

Oriflame Cosmetics S.A. (“OCSA” or the “Company”) is a holding company incorporated in Luxembourg and registered at 24 Avenue Emile Reuter, L-2420 Luxembourg. The principal activity of the Company’s subsidiaries is the direct sale of cosmetics. The condensed consolidated interim financial information of the Company as at and for the three months ended 31 March 2015 comprises the Company and its subsidiaries (together referred to as the “Group”). Note 2 • Basis of preparation and summary of significant accounting policies

Statement of compliance The condensed consolidated interim financial information has been prepared by management in accordance with the measurement and recognition principles of International Financial Reporting Standard (IFRS) as adopted by the European Union (“EU”) and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2014. The condensed consolidated interim financial information was authorised for issue by the Directors on 7 May 2015. Changes in accounting policies The accounting policies applied by the Group in this condensed consolidated interim financial information are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2014 with the exception of new or revised standards endorsed by the EU, as explained below. Other new or amended IFRS standards The other new or amended IFRS standards, which became effective January 1, 2015, have had no material effect on the condensed consolidated interim financial information Note 3 • Significant event after the end of the quarter

In April, Oriflame signed a new Revolving Credit Facility amounting to €110m in total with its existing core relationship banks HSBC Bank plc, ING Bank, Nordea, Raiffeisen Bank International AG and SEB. The new five-year facility replaces the existing €330m facility (signed in May 2011 and with maturity in 2016). As part of the refinancing process, the covenants for the company’s existing Private Placement Notes and the new Revolving Credit Facility were aligned. The following financial measures constitute the aligned set of covenants: Consolidated Net Debt to Consolidated EBITDA less than or equal to 3.0 times Consolidated EBITDA to Consolidated Finance costs greater than or equal to 5.0 times Consolidated Net Worth greater than or equal to €120m The financial measures as defined in the Revolving Credit Facility Agreement and the Private Placement Notes Amendment document will be disclosed in the company’s financial reports on a quarterly basis, starting from the report for the second quarter 2015.

Copyright 2015 by Oriflame Cosmetics Global S.A. All rights reserved.

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Articles of association of OHAG

Statuten Articles of Association

der of

Oriflame Holding AG (Oriflame Holding SA) (Oriflame Holding Ltd)

Oriflame Holding AG (Oriflame Holding SA) (Oriflame Holding Ltd)

mit Sitz in Schaffhausen with its registered seat in Schaffhausen

1. Firma, Sitz, Zweck und Dauer der Gesellschaft

1. Company Name, Registered Seat, Purpose and Duration of the Com-pany

Art. 1 Firma und Sitz

Art. 1 Company Name and Registered Seat

Unter der Firma Oriflame Holding AG (Orif-lame Holding SA) (Oriflame Holding Ltd) besteht eine Aktiengesellschaft gemäss Art. 620 ff. OR und den vorliegenden Sta-tuten mit Sitz in Schaffhausen. Die Dauer der Gesellschaft ist unbeschränkt.

Under the Company name Oriflame Hold-ing AG (Oriflame Holding SA) (Oriflame Holding Ltd), a corporation with its regis-tered seat in Schaffhausen is established pursuant to articles 620 et seq. of the Swiss Code of Obligations (CO) and these articles of association (the Articles of As-sociation). The duration of the Company shall be unlimited.

Art. 2 Zweck

Art. 2 Purpose

1 Die Gesellschaft bezweckt den Erwerb, das Halten, die Verwaltung und die Ver-äusserung von Beteiligungen an in- und ausländischen Unternehmen, insbesonde-re im Bereich Produkte und Dienstleistun-

1 The purpose of the Company is to ac-quire, hold, administrate and sell participa-tions in enterprises in Switzerland and abroad, especially in the field of products and services within the beauty industry.

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Statuten / Articles of Association

gen für die Schönheitsindustrie.

2 Die Gesellschaft kann im In- und Ausland Tochtergesellschaften und Zweigniederlas-sungen errichten und sich im In- und Aus-land an anderen Unternehmen beteiligen.

2 The Company may establish branch offic-es and subsidiaries in Switzerland and abroad and participate in such enterprises.

3 Die Gesellschaft kann Betriebsgrundstü-cke und Immaterialgüterrechte erwerben, halten und veräussern.

3 The Company may acquire, hold and sell real estate for permanent business estab-lishments and intellectual property rights.

4 Die Gesellschaft kann auch alle kommer-ziellen, finanziellen und anderen Tätigkei-ten ausüben, welche mit dem Zweck der Gesellschaft direkt oder indirekt im Zu-sammenhang stehen.

4 The Company may perform any commer-cial, financial or other activities which are directly or indirectly linked to the purpose of the Company.

5 Die Gesellschaft kann zudem ihren direk-ten oder indirekten Tochtergesellschaften sowie Dritten, einschliesslich ihren direk-ten oder indirekten Aktionären sowie de-ren direkten oder indirekten Tochtergesell-schaften, direkte oder indirekte Finanzierungen gewähren und für eigene Verbindlichkeiten sowie solchen von ande-ren Gesellschaften (einschliesslich ihren direkten oder indirekten Tochtergesell-schaften sowie Dritten, einschliesslich ih-ren direkten oder indirekten Aktionären sowie deren direkten oder indirekten Toch-tergesellschaften) Sicherheiten aller Art stellen, einschliesslich mittels Pfandrechten an oder fiduziarischen Übereignungen von Aktiven der Gesellschaft oder Garantien jedwelcher Art, ob entgeltlich oder nicht. Weiter kann sie mit den oben genannten Gesellschaften einen Liquiditätsaus-gleich/Konzentration der Nettoliquidität (Cash Pooling) betreiben oder sich einem solchen anschliessen, inklusive periodi-schem Kontoausgleich (Zero Balancing).

5 The Company may grant to its direct or indirect subsidiaries as well as to third par-ties, including its direct or indirect share-holders as well as their direct or indirect subsidiaries, direct or indirect financing and may further provide collateral of any kind for its own liabilities and for liabilities of such other third parties (including its direct or indirect subsidiaries as third par-ties, including its direct or indirect share-holders as well as their direct or indirect subsidiaries), including by way of pledge rights or fiduciary full title transfers of its assets or guarantees of any kind, whether with or without remuneration. In addition, the Company may with such other compa-nies referred to above enter into cash pool-ing transactions, including cash pooling with zero balancing, with or without inter-est, under the exclusion of the corporate purpose to make profit and the Company may take bulk risks under such transac-tions.

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Statuten / Articles of Association

Dies auch unter Vorzugskonditionen ohne Zins, unter Ausschluss der Gewinnstrebig-keit der Gesellschaft und unter Eingehung von Klumpenrisiken.

2. Aktienkapital 2. Share Capital

Art. 3 Aktienkapital

Art. 3 Share Capital

Das Aktienkapital der Gesellschaft beträgt CHF ● und ist eingeteilt in ● Namenaktien mit einem Nennwert von je CHF 1.50. Die Aktien sind vollständig liberiert.

The share capital of the Company amounts to CHF ●and is divided into ●registered shares with a nominal value of CHF 1.50 each. The shares are fully paid-in.

Art. 3bis Genehmigtes Aktienkapital

Art. 3bis Authorized Share Capital

1 Der Verwaltungsrat ist ermächtigt (ein-schliesslich im Falle eines öffentlichen An-gebots für Aktien der Gesellschaft), jeder-zeit bis zum 19. Juni 2017 das Aktienkapital im Maximalbetrag von CHF ● durch Ausga-be von höchstens ● voll zu liberierenden Namenaktien mit einem Nennwert von je CHF 1.50 zu erhöhen. Erhöhungen in Teil-beträgen sind gestattet.

1 The Board of Directors shall be authorized (including in case of a public offer for shares of the Company) to increase the share capital in an amount not to exceed CHF ● through the issuance of up to ● fully paid-in registered shares with a nominal value of CHF 1.50 per share by not later than 19 June 2017. Increases in partial amounts shall be permitted.

2 Das Bezugsrecht der Aktionäre der Ge-sellschaft wird für maximal ● Namenaktien mit einem Nennwert von je CHF 1.50 ent-zogen und SEB (wie nachfolgend definiert), handelnd als Umtauschagent namens und für Rechnung der Eigentümer von Oriflame SDRs (wie nachfolgend definiert), welche das Tauschangebot (wie nachfolgend defi-niert) im Rahmen der allenfalls verlänger-ten Nachfrist(en) annehmen, oder François Brouxel (wie nachfolgend definiert), han-delnd als Umtauschagent namens und für

2 The pre-emptive subscription rights of the shareholders of the Company are withdrawn and revoked for up to ● fully paid-in registered shares with a nominal value of CHF 1.50 per share and allocated to SEB (as defined hereinafter), acting as exchange agent, in the name and for the account of the holders of Oriflame SDRs (as defined hereinafter), who accept the Ex-change Offer (as defined hereinafter) with-in (a) potentially extended acceptance pe-riod(s), or to François Brouxel (as defined

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Statuten / Articles of Association

Rechnung der Namen- und Inhaberaktio-näre der Oriflame Cosmetics S.A., Luxem-bourg, welche das Tauschangebot im Rah-men der allenfalls verlängerten Nachfrist(en) annehmen, zugewiesen.

hereinafter), acting as exchange agent, in the name and for the account of the hold-ers of registered shares and bearer shares in Oriflame Cosmetics S.A., Luxembourg, who accept the Exchange Offer within (a) potentially extended acceptance period(s).

3 Soweit das genehmigte Aktienkapital im Rahmen der Abwicklung und nach Ab-schluss des Vollzugs des Tauschangebotes nicht mehr benötigt wird, ist der Verwal-tungsrat ferner (einschliesslich im Falle eines öffentlichen Angebots für Aktien der Gesellschaft) ermächtigt, das Bezugsrecht der Aktionäre zu beschränken oder aufzu-heben oder Dritten zuzuweisen, im Falle der Verwendung der Aktien:

3 To the extent the authorized share capital is no longer required for the purposes of and upon completion of the execution of the Exchange Offer, the Board of Directors is further authorized (including in case of a public offer for shares of the Company) to restrict or deny the pre-emptive subscrip-tion rights of shareholders or allocate such rights to third parties if the shares are to be used:

(a) für die Übernahme von Unterneh-men, Unternehmensteilen oder Be-teiligungen oder für neue Investiti-onsvorhaben oder für die Finanzierung oder Refinanzierung solcher Transaktionen;

(a) for the acquisition of enterprises, parts of enterprises, or participa-tions, or for new investments, or for the financing or refinancing of such transactions;

(b) für Zwecke der Beteiligung strategi-scher Partner oder zum Zwecke der Erweiterung des Aktionärskreises in bestimmten Investorenmärkten oder im Zusammenhang mit der Kotierung der Aktien an inländischen oder an ausländischen Börsen, inklusive im Zusammenhang mit der Gewährung einer Mehrzuteilungsoption an ein Bankenkonsortium;

(b) for the purpose of the participation of a strategic partner or for the pur-pose of broadening the shareholder constituency in certain investor mar-kets or in connection with a listing of the shares on domestic or foreign stock exchanges, including in connec-tion with the grant of an over-allotment option to a consortium of banks;

(c) für Beteiligungen von Mitarbeitern oder Verwaltungsräten der Gesell-schaft oder von Konzerngesellschaf-ten;

(c) for the participation of employees or members of the Board of Directors of the Company or of group companies;

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(d) für die rasche und flexible Beschaf-fung von Eigenkapital durch eine Ak-tienplatzierung, welche mit Bezugs-rechten nur schwer möglich wäre.

(d) in order to quickly and flexibly raise equity capital by a share placement, which would be difficult to achieve with preferential subscription rights.

4 Zeichnung und Erwerb der neuen Aktien sowie jede nachfolgende Übertragung der Aktien unterliegen den Bestimmungen gemäss Art. 5 der Statuten.

4 The subscription and acquisition of the new shares, as well as each subsequent transfer of the shares, shall be subject to the provisions of art. 5 of the Articles of Association.

5 Der Verwaltungsrat legt den Ausgabebe-trag, die Art der Einlagen, den Zeitpunkt der Ausgabe der neuen Aktien, die Bedin-gungen der Bezugsrechtsausübung und den Beginn der Dividendenberechtigung fest. Dabei kann der Verwaltungsrat neue Aktien mittels Festübernahme durch eine Bank, ein Bankenkonsortium oder einen Dritten und anschliessendem Angebot an die bisherigen Aktionäre ausgeben. Nicht ausgeübte Bezugsrechte kann der Verwal-tungsrat verfallen lassen, oder er kann die-se bzw. Aktien, für welche Bezugsrechte eingeräumt, aber nicht ausgeübt werden, zu Marktkonditionen platzieren oder an-derweitig im Interesse der Gesellschaft verwenden.

5 The Board of Directors shall determine the issue price, the type of payment, the date of issue of new shares, the conditions for the exercise of the pre-emptive sub-scription rights, and the beginning date for dividend entitlement. In this regard, the Board of Directors may issue new shares by means of a firm underwriting through a banking institution, a syndicate or another third party and a subsequent offer of these shares to the current shareholders. The Board of Directors may permit pre-emptive subscription rights that have not been ex-ercised to expire or it may place these rights and shares to which pre-emptive subscription rights have been granted but not exercised, at market conditions or use them for other purposes in the interest of the Company.

Art. 3ter Bedingtes Aktienkapital

Art. 3ter Conditional Share Capital

1 Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF ● erhöht durch Ausgabe von höchstens ● vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 1.50, entweder durch Ausgabe von Aktien an Mitarbeiter oder

1 The share capital of the Company shall be increased by a maximum aggregate amount of CHF ● through the issuance of a maximum of ● registered shares, which shall be fully paid-in, with a nominal value of CHF 1.50 per share by either the issu-

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Verwaltungsräte der Gesellschaft oder von Konzerngesellschaften oder durch Aus-übung von Optionsrechten, die Mitarbei-tern oder Verwaltungsräten der Gesell-schaft oder von Konzerngesellschaften gewährt werden, jeweils gemäss einem oder mehreren vom Verwaltungsrat auszu-arbeitenden Plänen und unter Berücksich-tigung der Leistungen, Funktionen, Ver-antwortungsstufen und Rentabilitätskriterien. Die Ausgabe von solchen Aktien oder Bezugsrechten darauf kann zu einem unter dem Börsenkurs lie-genden Preis erfolgen.

ance of shares to employees or members of the Board of Directors of the Company or of group companies or the exercise of option rights which are granted to employ-ees or members of the Board of Directors of the Company or of group companies, both according to one or more plan(s) to be drawn up by the board of directors, taking into account performance, func-tions, levels of responsibility and profitabil-ity criteria. Such shares or subscription rights may be issued at a price lower than that quoted on the stock exchange.

2 Das Vorwegzeichnungsrecht und das Be-zugsrecht der Aktionäre sind ausgeschlos-sen. Der Erwerb der Namenaktien durch die Ausübung von Optionsrechten sowie jede nachfolgende Übertragung der Aktien unterliegen den Bestimmungen gemäss Art. 5 der Statuten.

2 The advance subscription right and the pre-emptive subscription rights of the shareholders are excluded. The acquisition of registered shares through the exercise of option rights and each subsequent transfer of the shares shall be subject to the provi-sions of art. 5 of the Articles of Association.

Art. 3quarter Sacheinlage

Art. 3quarter Contribution in Kind

Die Gesellschaft übernimmt bei der Kapi-talerhöhung vom 19. Juni 2015 (i) gemäss Sacheinlagevertrag vom 19. Juni 2015 im Austausch gegen ● Namenaktien der Ge-sellschaft zum Nennwert von je CHF 1.50 ● an der NASDAQ Stockholm kotierte und gehandelte Depositary Receipts betreffend zugrundeliegende voll liberierte Namenak-tien, ohne einen bezeichneten Nennwert, an der Oriflame Cosmetics S.A., Luxem-bourg (die Oriflame SDRs; ISIN-Code: SE0001174889; Ticker-Symbol: ORI SDB) von Skandinaviska Enskilda Banken AB, Stockholm, Schweden (SEB), handelnd als Umtauschagent namens und für Rechnung

In course of the capital increase as of 19 June 2015, the Company acquires (i) pur-suant to a contribution in kind agreement as of 19 June 2015 in exchange for ● regis-tered shares of the Company with a nomi-nal value of CHF 1.50 each ● Depositary Receipts regarding fully paid-in underlying registered shares in Oriflame Cosmetics S.A., Luxembourg, without designation of nominal value, listed and traded on NASDAQ Stockholm (the Oriflame SDRs; ISIN-Code: SE0001174889; Ticker-Symbol: ORI SDB) from Skandinaviska Enskilda Banken AB, Stockholm, Sweden (SEB) act-ing as exchange agent, in the name and for

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der Eigentümer von Oriflame SDRs, welche das Tauschangebot der Gesellschaft vom 8. Mai 2015 betreffend alle Oriflame SDRs und allen Namen- und Inhaberaktien an der Oriflame Cosmetics S.A., Luxembourg (das Tauschangebot), per 15. Juni 2015, 17:00 MEZ, angenommen haben und (ii) gemäss Sacheinlagevertrag vom 19. Juni 2015 von François Brouxel, c/o Wildgen, Partners in Law, Luxembourg, Luxembourg (François Brouxel), handelnd als Um-tauschagent namens und für Rechnung der Inhaber- und Namenaktionäre der Orifla-me Cosmetics S.A., Luxembourg, welche das Tauschangebot per 15. Juni 2015, 17:00 MEZ, angenommen haben, ● voll liberierte Namenaktien und ● voll liberier-te Inhaberaktien, ohne einen bezeichneten Nennwert, an der Oriflame Cosmetics S.A., Luxembourg im Austausch gegen ● Na-menaktien der Gesellschaft zum Nennwert von je CHF 1.50. Die Differenz zwischen dem totalen Nennwert der ausgegebenen Namenaktien an der Gesellschaft und dem Übernahmewert der Sacheinlage im Ge-samtbetrag von CHF ● wird als Agio den Kapitaleinlagereserven der Gesellschaft gutgeschrieben.

the account of the holders of the Oriflame SDRs, who have by 15 June 2015, 17:00 CET, accepted the Company’s exchange offer dated 8 May 2015 regarding all Ori-flame SDRs and all registered shares and bearer shares in Oriflame Cosmetics S.A., Luxembourg (the Exchange Offer) and (ii) pursuant to a contribution in kind agree-ment as of 19 June 2015, from François Brouxel, c/o Wildgen, Partners in Law, Lux-embourg, Luxembourg (François Brouxel), acting as exchange agent in the name and for the account of the holders of bearer shares and registered shares in Oriflame Cosmetics S.A., Luxembourg, who have by 15 June 2015, 17:00 CET, accepted the Ex-change Offer, ● fully paid-in registered shares and ● fully paid-in bearer shares in Oriflame Cosmetics S.A., Luxembourg, without designation of nominal value, in exchange for ● registered shares of the Company with a nominal value of CHF 1.50 each. The difference between the aggre-gate nominal value of the newly issued registered shares and the aggregate valua-tion of the contribution in kind in the ag-gregate amount of CHF ● is credited as share premium (paid-in surplus) to the capital contribution reserves of the Com-pany.

Art. 4 Form der Aktien, Umwandlung von Aktien

Art. 4 Form of Shares, Conversion of Shares

1 Die Gesellschaft gibt ihre Namenaktien in Form von Einzelurkunden, Globalurkunden oder Wertrechten aus. Der Gesellschaft steht es im Rahmen der gesetzlichen Vor-gaben frei, ihre in einer dieser Formen ausgegebenen Namenaktien jederzeit und ohne Zustimmung der Aktionäre in eine

1 The Company issues its registered shares in the form of single certificates, global certificates or uncertificated securities. Within the provisions of the law, the Com-pany may at any time and at its own cost convert registered shares issued in one of the above mentioned forms into another

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andere Form umzuwandeln. Sie trägt dafür die Kosten.

form without the consent of the share-holder.

2 Die Gesellschaft führt über die von ihr ausgegebenen Wertrechte ein Buch (Wert-rechtebuch), in das die Anzahl und Stücke-lung der ausgegebenen Wertrechte sowie die Gläubiger eingetragen werden. Das Wertrechtebuch ist nicht öffentlich. Die Wertrechte entstehen mit Eintragung in das Wertrechtebuch und bestehen nur nach Massgabe dieser Eintragung.

2 The Company shall keep a register for the issued uncertificated securities (register of uncertificated securities), in which the amount and the denomination of the is-sued uncertificated securities and the name of the creditors shall be registered. The register of uncertificated securities is not public. The uncertificated securities take effect upon entry into the register of uncertificated securities and exist only to the extent registered.

3 Der Aktionär hat keinen Anspruch auf Umwandlung von in bestimmter Form aus-gegebenen Aktien in eine andere Form. Der Aktionär kann jedoch von der Gesell-schaft jederzeit die Ausstellung einer Be-scheinigung über die von ihm gemäss Ak-tienregister gehaltenen Aktien verlangen.

3 The shareholder has no entitlement to the converting of shares issued in a specific form into another form. The shareholder may however at any time request the Company to issue a written statement in respect of the shares held by the share-holder pursuant to the share register.

4 Wertrechte können nur durch Zession übertragen werden. Eine solche Zession bedarf zur Gültigkeit der Anzeige an die Gesellschaft. Ihre Verpfändung richtet sich nach den Vorschriften über das Pfandrecht an Forderungen. Bucheffekten, denen Na-menaktien der Gesellschaft zugrunde lie-gen, können indessen nicht durch Zession übertragen werden. An diesen Bucheffek-ten können auch keine Sicherheiten durch Zession bestellt werden. Namenaktien der Gesellschaft, die gemäss Art. 5 Abs. 3 der Statuten in einem Wertschriftenregister gemäss dem Schwedischen Financial In-struments Accounts Act (1998:1479) oder anderweitig gemäss schwedischem Recht registriert sind, sind in Übereinstimmung mit den Bestimmungen dieses Gesetzes

4 Uncertified securities may only be trans-ferred by assignment. In order to be bind-ing, such assignment must be notified to the Company. They may be pledged in ac-cordance with the pertinent provisions on the pledging of claims. Book entry securi-ties based on registered shares of the Company may, however, not be transferred by assignment. Neither can securities be granted on book entry securities by as-signment. Registered shares of the compa-ny that are registered in accordance with art. 5 para. 3 of these Articles of Associa-tion in a securities register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479) or otherwise in accordance with Swedish law shall be transferred in accordance with such Act

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und anderer anwendbaren schwedischen Gesetze zu übertragen. Unverbriefte Na-menaktien der Gesellschaft, die gemäss Artikel 5 Abs. 3 der Statuten in einem Wertschriftenregister gemäss dem Schwe-dischen Financial Instruments Accounts Act (1998:1479) oder anderweitig gemäss schwedischem Recht registriert sind, kön-nen nach Massgabe dieses oder anderer anwendbaren schwedischen Gesetze ver-pfändet werden.

and other applicable Swedish laws. Uncer-tificated registered shares registered in accordance with article 5 para. 3 of these Articles of Association in a securities regis-ter in accordance with the Swedish Finan-cial Instruments Accounts Act (1998:1479) or otherwise in accordance with Swedish law may be pledged in accordance with such Act and other applicable Swedish laws.

Art. 5 Aktienbuch, Übertragung von Aktien

Art. 5 Share Ledger, Transfer of Shares

1 Die Gesellschaft führt über die Namenak-tien ein Aktienbuch, in welches die Eigen-tümer und Nutzniesser mit Namen und Adresse eingetragen werden. Die Eintra-gung in das Aktienbuch setzt einen Aus-weis über den Erwerb der Aktie zu Eigen-tum oder die Begründung einer Nutzniessung voraus. Im Verhältnis zur Gesellschaft wird als Aktionär oder als Nutzniesser nur anerkannt, wer im Aktien-buch eingetragen ist. Wechselt eine im Aktienbuch eingetragene Person ihre Ad-resse, so hat sie dies der Gesellschaft mit-zuteilen. Solange dies nicht geschehen ist, erfolgen alle brieflichen Mitteilungen rechtsgültig an die bisher im Anteilbuch eingetragene Adresse.

1 The Company shall maintain a share ledger of the registered shares in which the owners and beneficiaries are registered with their names and addresses. The regis-tration in the share ledger is subject to proof of acquisition of shares or the enti-tlement to a right of usufruct to a share. No shareholder or usufructuary shall be recognized as such by the Company unless it is entered in the share ledger. If a person registered in the share register changes his/her address, he/she shall inform the Company thereof. As long as such an ad-dress change has not been notified, any information by mail shall validly be notified to the address filed with the share register.

2 Erwerber von Namenaktien werden auf Gesuch als Aktionäre mit Stimmrecht im Aktienbuch eingetragen.

2 Acquirers of registered shares shall be registered upon request as shareholders with the right to vote.

3 Ungeachtet der Abs. 1 und 2 dieses Arti-kels und solange die Gesellschaft Partei eines Affiliation Agremeents mit Euroclear Sweden AB in Schweden ist, können die

3 Notwithstanding para. 1 and 2 of this article, for as long as the Company is party to an Affiliation Agreement with Euroclear Sweden AB in Sweden, the Company’s

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Aktien der Gesellschaft sowie die Erwerber dieser Aktien in ein Wertschriftenregister gemäss dem Schwedischen Financial In-struments Accounts Act (1998:1479) und anderweitig gemäss schwedischem Recht eingetragen werden.

shares and the acquirers of those shares maybe registered in a securities register in accordance with the Swedish Financial In-struments Accounts Act (1998:1479) and other applicable Swedish laws.

4 Der Verwaltungsrat regelt die Einzelhei-ten und trifft die zur Einhaltung der vor-stehenden Bestimmungen notwendigen Anordnungen. Er kann diese Aufgaben de-legieren.

4 The Board of Directors shall specify the details and give the necessary orders con-cerning the adherence to the preceding provisions. It may delegate these duties.

3. Organisation 3. Organization

Art. 6 Organe der Gesellschaft

Art. 6 Corporate Bodies of the Company

Die Organe der Gesellschaft sind: The corporate bodies of the Company are:

(a) Die Generalversammlung (a) the General Shareholders’ Meeting

(b) Der Verwaltungsrat (b) the Board of Directors

(c) Die Revisionsstelle (c) the Auditors

3.1. Die Generalversammlung 3.1. The General Shareholders’ Mee-ting

Art. 7 Befugnisse

Art. 7 Powers

Oberstes Organ der Gesellschaft ist die Generalversammlung. Ihr stehen folgende unübertragbaren Befugnisse zu:

The supreme corporate body of the Com-pany is the General Shareholders’ Meeting. It has the following inalienable powers:

(a) Festsetzung und Änderung der Statu-ten;

(a) the adoption and the amendment of

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the Articles of Association;

(b) Einzelwahl der Mitglieder des Ver-waltungsrates und aus diesen Mit-gliedern Wahl des Präsidenten des Verwaltungsrates und Einzelwahl der Mitglieder des Vergütungsausschus-ses sowie Wahl des unabhängigen Stimmrechtsvertreters und der Revi-sionsstelle;

(b) the individual election of the mem-bers of the Board of Directors and the election from among them of the Chairman of the Board of Directors and the individual election of the members of the Remuneration Committee as well as the election of the Independent Proxy and the Audi-tors;

(c) Genehmigung des Lageberichtes, der Jahresrechnung und der Konzern-rechnung sowie Beschlussfassung über die Verwendung des Bilanzge-winnes, insbesondere die Festset-zung der Dividende;

(c) the approval of the management report, the annual financial state-ments and the consolidated financial statements, as well as the resolution on the use of the balance sheet prof-its as shown on the balance sheet, in particular, the declaration of divi-dends;

(d) Entlastung der Mitglieder des Ver-waltungsrates und der mit der Ge-schäftsführung betrauten Personen (Geschäftsleitung);

(d) the release of the members of the Board of Directors and the persons entrusted with management (Execu-tive Management);

(e) Genehmigung der Vergütung des Verwaltungsrates und der Geschäfts-leitung gemäss Statuten;

(e) The approval of the compensation of the Board of Directors and the Execu-tive Management pursuant to the Ar-ticles of Association;

(f) Beschlussfassung über die Gegen-stände, die der Generalversammlung durch das Gesetz oder die Statuten vorbehalten sind oder ihr durch den Verwaltungsrat vorgelegt werden.

(f) the passing of resolutions on matters which are by law or by the Articles of Association reserved to the General Shareholders’ Meeting, or those submitted to it by the Board of Direc-tors.

Art. 8 Art. 8

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Versammlungen Meetings

1 Die ordentliche Generalversammlung findet jedes Jahr innerhalb von sechs Mo-naten nach Abschluss des Geschäftsjahres statt.

1 The ordinary General Shareholders’ Meeting takes place annually within six months after the close of the business year.

2 Ausserordentliche Generalversammlun-gen werden einberufen, so oft es notwen-dig ist, insbesondere in den vom Gesetz vorgesehenen Fällen.

2 Extraordinary General Shareholders’ Meetings are called as often as necessary, in particular in all cases required by law.

3 Ausserdem müssen ausserordentliche Generalversammlungen durch den Verwal-tungsrat einberufen werden auf Beschluss einer Generalversammlung oder wenn es ein oder mehrere Aktionäre, welche zu-sammen mindestens 10% des Aktienkapi-tals vertreten, schriftlich und unter Angabe der Verhandlungsgegenstände und der Anträge, bei Wahlen der Namen der vorge-schlagenen Kandidaten, verlangen.

3 Furthermore, extraordinary General Shareholders’ Meetings shall be convened by the Board of Directors upon resolution of a General Shareholders’ Meeting or at the written request of one or more share-holders with voting rights representing in the aggregate at least 10% of the share capital, specifying the items and proposals to appear on the agenda and, in case of elections, the names of the candidates.

Art. 9 Einberufung und Traktandierung

Art. 9 Notice and Agenda

1 Die Generalversammlung wird durch den Verwaltungsrat, nötigenfalls durch die Re-visionsstelle einberufen. Das Einberufungs-recht steht auch den Liquidatoren zu.

1 The Board of Directors, or if necessary, the Auditors shall call the ordinary General Shareholders’ Meeting. The liquidators shall also have the right to call.

2 Die Generalversammlung wird durch Pub-likation im Publikationsorgan der Gesell-schaft eingeladen, und zwar mindestens 20 Tage vor dem Versammlungstag. Die Aktio-näre können überdies auch schriftlich (mit uneingeschriebenem Brief) orientiert wer-den. Die Gesellschaft stellt die Einladung auch auf ihrer Website zur Verfügung. So-lange Namenaktien der Gesellschaft an einer Schwedischen Börse kotiert sind,

2 The General Shareholders’ Meeting shall be convened by notice in the official means of publication of the Company no less than 20 days before the date fixed for the Meet-ing. Shareholders may also be informed by ordinary mail. The notice of the General Shareholders’ Meeting shall also be made available on the Company’s website. As long as the Company’s shares are listed on a Swedish stock exchange, the Company

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kann die Gesellschaft gleichzeitig mit der Einladung auch einen Hinweis auf die Ein-ladung in einer Schwedischen Tageszeitung publizieren. Die Einberufung erfolgt in eng-lischer Sprache und kann ins Schwedische übersetzt werden.

may publish in a daily Swedish newspaper an announcement with the information that the notice has been issued. The con-vocation shall be served in English and may be translated into Swedish.

3 Spätestens 20 Tage vor der ordentlichen Generalversammlung sind der Lagebericht, der Vergütungsbericht und der Revisions-bericht am Sitz der Gesellschaft zur Ein-sicht der Aktionäre aufzulegen. In der Ein-berufung zur Generalversammlung ist auf diese Auflegung und auf das Recht der Ak-tionäre hinzuweisen, die Zustellung dieser Unterlagen verlangen zu können.

3 At the latest 20 days prior the General Shareholders’ Meeting, the annual man-agement report, the compensation report and the Auditors’ report shall be available for examination by the shareholders at the domicile of the Company. Reference there-to and the right of the shareholders to re-quest the receipt of these documents must be included in the invitation to the General Shareholders’ Meeting.

4 In der Einberufung sind neben Tag, Zeit und Ort der Versammlung die Verhand-lungsgegenstände sowie die Anträge des Verwaltungsrates und der Aktionäre be-kanntzugeben, welche die Durchführung einer Generalversammlung oder die Trak-tandierung eines Verhandlungsgegenstan-des verlangt haben.

4 The invitation to a General Shareholders’ Meeting shall state besides day, time and place of the General Meeting of Share-holders to be held, the items and the pro-posals of the Board of Directors and the shareholders who demand that the Gen-eral Shareholders’ Meeting be called or that items be included in the agenda.

5 Ein oder mehrere Aktionäre, welche zu-sammen Aktien im Nennwert von mindes-tens CHF 1'000'000 oder mindestens 10% des Aktienkapitals vertreten, können die Traktandierung von Verhandlungsgegen-ständen verlangen. Das Begehren hat schriftlich und unter genauer Angabe der Verhandlungsgegenstände und der Anträge 45 Tage vor der Generalversammlung zu erfolgen.

5 One or more shareholders with voting rights whose combined holdings represent an aggregate nominal value of at least CHF 1,000,000 or at least 10% of the share capi-tal may request that an item be included in the agenda of a General Shareholders’ Meeting. Such a request must be made in writing to the Board of Directors at the latest 45 days before the General Share-holders’ Meeting and shall specify the agenda items and the proposals made.

6 Zu nicht gehörig angekündigten Verhand-lungsgegenständen können keine Be-

6 No resolution shall be passed on items for which no proper notice has been given;

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schlüsse gefasst werden. Hiervon sind je-doch der Beschluss über den in einer Ge-neralversammlung gestellten Antrag auf Einberufung einer ausserordentlichen Ge-neralversammlung sowie derjenige auf Durchführung einer Sonderprüfung ausge-nommen.

this prohibition does not apply to pro-posals made during a General Sharehold-ers’ Meeting to call an extraordinary Gen-eral Shareholders’ Meeting or to initiate a special audit.

7 Zur Stellung von Anträgen im Rahmen der Verhandlungsgegenstände und zu Ver-handlungen ohne Beschlussfassung bedarf es nicht der vorgängigen Ankündigung.

7 No prior notice shall be required for pro-posals concerning items included in the agenda and deliberations that do not result in the adoption of resolutions.

Art. 10 Vorsitz, Protokolle

Art. 10 Chair, Minutes

1 Den Vorsitz der Generalversammlung führt der Präsident, bei dessen Verhinde-rung ein anderes Mitglied des Verwal-tungsrates oder ein anderer von der Gene-ralversammlung gewählter Tagespräsident, der nicht Aktionär sein muss.

1 The General Shareholders’ Meeting shall be chaired by the Chairman, or, in his ab-sence, by another member of the Board of Directors or by another Chairman for the day elected by the General Shareholders’ Meeting, who does not have to be a shareholder.

2 Der Vorsitzende bezeichnet den Protokoll-führer und die Stimmenzähler, die nicht Aktionäre sein müssen.

2 The Chairman designates a Secretary and a voting teller who do not have to be shareholders.

3 Der Verwaltungsrat sorgt für die Führung der Protokolle, die vom Vorsitzenden und vom Protokollführer zu unterzeichnen sind.

3 The Board of Directors shall arrange for the taking of minutes. These minutes shall be signed by the Chairman and the Secre-tary.

Art. 11 Stimmrecht, Vertretung

Art. 11 Voting Rights, Proxies

1 Vorbehältlich Art. 5 der Statuten berech-tigt jede Aktie zu einer Stimme.

1 Subject to art. 5 of these Articles of Asso-ciation, each share entitles to one vote.

2 Jeder Aktionär kann sich in der General-versammlung durch einen Dritten, welcher

2 Each shareholder may be represented at the General Shareholders’ Meeting by a

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nicht Aktionär sein muss und sich durch eine schriftliche Vollmacht ausweist, oder durch den unabhängigen Stimmrechtsver-treter vertreten lassen. Vorbehalten bleibt die gesetzliche Vertretung.

third person who need not be a sharehold-er and who is authorized to vote on behalf of the shareholder by a written power of attorney or by the independent proxy holder (Independent Proxy). Legal repre-sentation is reserved.

3 Zur Teilnahme an der Generalversamm-lung und Ausübung des Stimmrechts in der Generalversammlung sind diejenigen Akti-onäre berechtigt, die an dem jeweils vom Verwaltungsrat bezeichneten Stichtag im Aktienbuch als Aktionäre mit Stimmrecht eingetragen sind.

3 Shareholders entered in the share ledger as shareholders with voting rights on a specific qualifying date designated by the Board of Directors shall be entitled to vote at the General Shareholders’ Meeting and to exercise their votes at the General Shareholders’ Meeting.

4 Der unabhängige Stimmrechtsvertreter wird von der Generalversammlung für eine Amtsdauer bis zum Abschluss der nächsten ordentlichen Generalversammlung ge-wählt. Der unabhängige Stimmrechtsver-treter, dessen Amtsdauer abläuft, ist sofort wieder wählbar. Die Pflichten des unab-hängigen Stimmrechtsvertreters bestim-men sich nach anwendbaren Gesetzen, Regeln und Richtlinien. Die Generalver-sammlung kann den unabhängigen Stimm-rechtsvertreter mit Wirkung auf das Ende der Generalversammlung abberufen.

4 The Independent Proxy shall be elected by the General Shareholders’ Meeting for a term of office until completion of the next ordinary General Shareholders’ Meeting. The Independent Proxy whose term of of-fice has expired is immediately eligible for re-election. The duties of the Independent Proxy are determined by applicable laws, rules and regulations. The General Share-holders’ Meeting may remove the Inde-pendent Proxy with effect as per the end of the General Shareholders’ Meeting.

5 Hat die Gesellschaft keinen unabhängigen Stimmrechtsvertreter, ernennt der Verwal-tungsrat den unabhängigen Stimmrechts-vertreter für die nächste Generalversamm-lung.

5 If the Company does not have an Inde-pendent Proxy, the Board of Directors shall appoint the Independent Proxy for the next General Shareholders’ Meeting.

6 Der Verwaltungsrat erlässt die Verfah-rensvorschriften über die Teilnahme und Vertretung an der Generalversammlung.

6 The Board of Directors shall set forth the rules regarding the participation and rep-resentation in the General Shareholders’ Meeting.

Art. 12 Art. 12

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Quoren und Beschlüsse Quorum and Resolutions

1 Die Generalversammlung ist beschlussfä-hig ohne Rücksicht auf die Zahl der anwe-senden Aktionäre oder der vertretenen Aktien.

1 The General Shareholders’ Meeting shall be duly constituted irrespective of the number of shareholders present or of shares represented.

2 Wahlen und Abstimmungen erfolgen in der Regel offen, sofern der Vorsitzende nicht eine schriftliche oder elektronische Wahl oder Abstimmung anordnet. Der Vor-sitzende kann jederzeit im Interesse der Zuverlässigkeit des Ergebnisses geheime Abstimmung anordnen. In diesem Fall gilt die vorausgegangene offene Wahl oder Abstimmung als nicht geschehen.

2 Elections and votes shall be taken on a show of hands unless a vote by ballot or electronic voting is ordered by the Chair-man of the General Shareholders’ Meeting. The Chairman may at any time order that a resolution by show of hands be repeated by vote by ballot if he believes the result of the vote by show of hands not to be con-clusive. In this case, the previous election or vote by show of hands shall be deemed not to have taken place.

3 Der Verwaltungsrat kann Vorschriften für Abstimmungen und Wahlen mittels elekt-ronischem Verfahren erlassen. Elektroni-sche Wahlen und Abstimmungen sind ge-heimen Wahlen und Abstimmungen gleichgestellt.

3 The Board of Directors may also make arrangements for electronic voting. Resolu-tions passed by electronic voting shall have the same effect as elections and votes by ballot.

4 Die Generalversammlung fasst ihre Be-schlüsse und vollzieht ihre Wahlen mit der absoluten Mehrheit der vertretenen Ak-tienstimmen, soweit nicht zwingendes Ge-setz oder die Statuten abweichende Best-immungen enthalten.

4 The General Shareholders’ Meeting pass-es its resolutions and carries out its elec-tions with the absolute majority of the shares represented, to the extent the mandatory law or the Articles of Associa-tion do not provide otherwise.

5 Kommt im ersten Wahlgang eine Wahl nicht zustande und stehen mehr als ein Kandidat zur Wahl, ordnet der Vorsitzende einen zweiten Wahlgang an, in dem das relative Mehr entscheidet

5 If the first ballot fails to result in an elec-tion and more than one candidate is stand-ing for election, the Chairman shall order a second ballot in which a relative majority shall be decisive.

6 Ein Beschluss der Generalversammlung, der mindestens zwei Drittel der vertrete-

6 Those matters provided for by law shall require a qualified majority of two thirds of

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nen Aktienstimmen und die absolute Mehrheit der vertretenen Aktiennennwer-te auf sich vereinigt, ist für die im Gesetz genannten Fälle erforderlich.

the votes represented and the absolute majority of the share capital represented.

3.2. Der Verwaltungsrat 3.2. The Board of Directors

Art. 13 Wahl, Konstituierung

Art. 13 Election, Constitution

1 Der Verwaltungsrat besteht aus zwei oder mehreren Mitgliedern.

1 The Board of Directors shall consist of two or several members.

2 Die Mitglieder des Verwaltungsrates wer-den für eine Amtsdauer von einem Jahr einzeln gewählt. Als Jahr gilt die Zeit von einer ordentlichen Generalversammlung zur nächsten. Unter dem Jahr gewählte neue Mitglieder setzen die Amtsdauer ih-res Vorgängers fort.

2 The members of the Board of Directors shall be elected individually for a term of one year. A year shall mean the period running between one ordinary General Shareholders’ Meeting and the next. New members elected during the year shall con-tinue in office until the end of their prede-cessor's term.

3 Die Mitglieder und der Präsident des Verwaltungsrates können beliebig oft wie-der gewählt werden.

3 The members and the Chairman of the Board of Directors may be re-elected with-out limitation.

4 Soweit in den Statuten nicht anders vor-gesehen, konstituiert sich der Verwaltungs-rat selbst. Er bezeichnet aus seiner Mitte nach Bedarf einen oder mehrere Vizepräsi-denten. Der Verwaltungsrat bezeichnet ferner einen Sekretär, der nicht Mitglied des Verwaltungsrates zu sein braucht.

4 Unless provided otherwise in the Articles of Association, the Board of Directors con-stitutes itself. lt shall elect from amongst its members, if necessary, one or several Vice Chairmen. The Board of Directors shall further appoint a secretary who need not be a member of the Board of Directors.

5 Ist das Präsidium des Verwaltungsrates vakant, kann der Verwaltungsrat aus sei-nen Mitgliedern einen neuen Präsidenten für die verbleibende Amtsdauer bezeich-nen.

5 If the office of the Chairman of the Board of Directors is vacant, the Board of Direc-tors may appoint a new Chairman from among its members for the remaining term of office.

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Art. 14 Oberleitung, Delegation

Art. 14 Ultimate Management, Delegation

1 Dem Verwaltungsrat obliegt die oberste Leitung der Gesellschaft und die Überwa-chung der Geschäftsführung. Er vertritt die Gesellschaft nach aussen und besorgt alle Angelegenheiten, die nicht nach Gesetz, Statuten oder Reglementen einem anderen Organ der Gesellschaft übertragen sind.

1 The Board of Directors is responsible for the ultimate management of the Company and the supervision of the managing bod-ies. The Board of Directors represents the Company towards third parties and is re-sponsible for all matters which are not al-located to another body of the Company by law, the Articles of Association or regu-lations.

2 Der Verwaltungsrat kann aus seiner Mitte ständige oder ad hoc Ausschüsse bestellen, welche mit der Vorbereitung und Ausfüh-rung seiner Entscheide oder der Aufsicht bestimmter Geschäftsbereiche betraut sind. Der Verwaltungsrat stellt sicher, dass er umfassend informiert bleibt.

2 The Board of Directors may appoint from amongst its members standing or ad hoc committees entrusted with the preparation and execution of its decisions or the super-vision of specific parts of the business. The Board of Directors shall ensure that it is kept properly informed.

3 Der Verwaltungsrat kann, unter Vorbehalt der unübertragbaren Aufgaben, einen Teil seiner Befugnisse oder alle seine Befugnis-se nach Massgabe eines von Verwaltungs-rat zu erlassenden Organisationsregle-ments an einzelne oder mehrere Mitglieder der Geschäftsleitung oder Ver-treter der Gesellschaft, Verwaltungsräte, Ausschüsse oder Dritte übertragen, welche nicht Aktionäre sein müssen.

3 The Board of Directors may delegate its powers and duties, in part or entirely, ex-cept for the non-delegable and inalienable duties, pursuant to organizational regula-tions adopted by the Board of Directors (the Organizational Regulations) to one or several members of the Executive Man-agement or representatives of the Compa-ny, to members of the Board of Directors, to committees or third parties, who need not be shareholders.

Art. 15 Aufgaben

Art. 15 Duties

Der Verwaltungsrat hat folgende unüber-tragbare und unentziehbare Aufgaben:

The Board of Directors has the following non-transferable and unalienable duties:

(a) Oberleitung des Gesellschaft und (a) the ultimate management of the

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Erteilung der nötigen Weisungen; Company and giving of the necessary directives;

(b) Festlegung der Organisation; (b) the establishment of the organiza-tion;

(c) Ausgestaltung Rechnungswesens, der Finanzkontrolle sowie der Finanzpla-nung;

(c) the organization of the accounting system, the internal financial controls as well as the financial planning;

(d) Ernennung und Abberufung der mit der Geschäftsführung und der Ver-tretung betrauten Personen und Re-gelung der Zeichnungsberechtigung;

(d) the appointment and the recall from office of the persons entrusted with the management and the represen-tation of the Company and the grant of signatory power;

(e) Oberaufsicht über die mit der Ge-schäftsführung betrauten Personen, namentlich im Hinblick auf die Befol-gung der Gesetze, Statuten, Regle-mente und Weisungen;

(e) the ultimate supervision of the per-sons entrusted with the manage-ment, in particular, in view of com-pliance with the law, the Articles of Association, the regulations and the directives;

(f) Erstellung des Geschäftsberichtes und des Vergütungsberichtes sowie Vorbereitung der Generalversamm-lung und Ausführung ihrer Beschlüs-se;

(f) the preparation of the annual busi-ness report and the compensation report as well as the organization of the General Shareholders’ Meeting and execution of its resolutions;

(g) Benachrichtigung des Richters im Falle der Überschuldung;

(g) to inform the judge in the event of overindebtedness;

(h) Beschlussfassung über die nachträg-liche Leistung von Einlagen auf nicht vollständig liberierte Aktien;

(h) the passing of resolutions concerning the subsequent payment of capital in respect of non-fully paid-in shares;

(i) Beschlussfassung über die Feststel-lung von Kapitalerhöhungen und da-

(i) the passing of resolutions concerning the assessment of capital increases

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raus folgende Statutenänderungen; and amendments to the Articles of Association resulting from it;

(j) Prüfung der fachlichen Vorausset-zungen der Revisionsstelle;

(j) the examination of the professional qualifications of the Auditors;

(k) die unübertragbaren und unentzieh-baren Aufgaben gemäss den auf die Gesellschaft anwendbare Gesetze oder Verordnungen.

(k) the non-transferable and unalienable duties and powers of the Board of Di-rectors pursuant to laws and ordi-nances applicable to the Company.

Art. 16 Organisation, Protokolle

Art. 16 Organization, Minutes

1 Sitzungsordnung, Beschlussfähigkeit (Prä-senz) und Beschlussfassung des Verwal-tungsrates richten sich nach dem Organisa-tionsreglement. Die Teilnahme an Sitzungen des Verwaltungsrates ist auch auf dem Wege einer Telefon- oder Video-konferenz möglich ist.

1 The organization of the meetings, the quorum and the passing of resolutions of the Board of Directors shall be in compli-ance with the Organizational Regulations. Attendance of meetings of the Board of Directors by telephone- or video-conference shall be permissible.

2 Die Beschlüsse des Verwaltungsrates werden mit der Mehrheit der abgegebe-nen Stimmen gefasst. Der Vorsitzende hat den Stichentscheid.

2 The resolutions of the Board of Directors are made by majority of votes cast. The Chairman has the casting vote.

3 Für öffentlich zu beurkundende Feststel-lungsbeschlüsse genügt die Anwesenheit eines einzigen Mitglieds des Verwaltungs-rates (Art. 634a, 651a, 652g, 653g, 653i OR).

3 Resolutions to be passed in the form of a notarial deed pursuant to Art. 634a, 651a, Art. 652g, Art. 653g and Art. 653i CO may be adopted without observing a quorum.

4 Beschlüsse auf dem Zirkularweg oder per Telefax, E-Mail oder in einer anderen Form der Übermittlung, die den Nachweis des Beschlusses durch Text ermöglicht, sind statthaft sofern nicht ein Mitglied die mündliche Beratung verlangt.

4 Resolutions of the Board of Directors may also be adopted by written consent, by telefax, by e-mail or any other means ena-bling the evidence of passing of the resolu-tions by text, provided that none of the members demands verbal discussion.

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5 Über die Verhandlungen und Beschlüsse des Verwaltungsrates ist ein Protokoll zu führen. Das Protokoll ist vom Vorsitzenden und vom Sekretär zu unterzeichnen.

5 The discussions and resolutions of the Board of Directors must be recorded by minutes. The minutes have to be signed by the Chairman and by the Secretary.

6 Der Verwaltungsrat ordnet im Übrigen und vorbehältlich der Statuten seine Orga-nisation und Beschlussfassung durch ein Organisationsreglement.

6 Subject to the Articles of Association, the Board of Directors shall set forth its organi-zation and the adaption of resolutions in Organizational Regulations.

Art. 17 Vergütungsausschuss

Art. 17 Remuneration Committee

1 Der Vergütungsausschuss besteht aus mindestens zwei Mitgliedern des Verwal-tungsrates. Jedes Mitglied des Vergütungs-ausschusses wird einzeln von der General-versammlung für eine Amtsdauer bis zum Abschluss der nächsten ordentlichen Gene-ralversammlung gewählt. Mitglieder des Vergütungsausschusses, deren Amtsdauer abläuft, sind sofort wieder wählbar. Bei Vakanzen im Vergütungsausschuss kann der Verwaltungsrat die fehlenden Mitglie-der aus seinen Mitgliedern für die verblei-bende Amtsdauer bezeichnen.

1 The Remuneration Committee consists of at least two members of the Board of Di-rectors. Each member of the Remuneration Committee is elected individually by the General Shareholders’ Meeting for a term of office until completion of the next ordi-nary General Shareholders’ Meeting. Members of the Remuneration Committee whose term of office has expired are im-mediately eligible for re-election. If there are vacancies on the Remuneration Com-mittee, the Board of Directors may appoint the missing members from among its members for the remaining term of office.

2 Der Vergütungsausschuss konstituiert sich selbst und wählt einen Vorsitzenden aus seinen Mitgliedern. Er bestimmt seinen Sekretär, der nicht Mitglied des Verwal-tungsrates oder des Vergütungsausschus-ses sein muss.

2 The Remuneration Committee constitutes itself and elects a Chair from among its members. It appoints its secretary who need not be a member of the Board of Directors or the Remuneration Committee.

3 Der Vergütungsausschuss unterstützt den Verwaltungsrat bei der Festsetzung und Überprüfung der Vergütungsstrategie und -richtlinien der Gesellschaft und der Leis-tungskriterien sowie bei der Vorbereitung

3 The Remuneration Committee supports the Board of Directors in establishing and reviewing the Company’s compensation strategy and guidelines and performance criteria as well as in preparing the pro-

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der Anträge zuhanden der Generalver-sammlung betreffend die Vergütung des Verwaltungsrates und der Geschäftslei-tung. Er kann dem Verwaltungsrat Vor-schläge und Empfehlungen zu weiteren Vergütungsfragen unterbreiten. Der Ver-waltungsrat erlässt ein Reglement, welches Zweck, Zusammensetzung und Verfahrens-regeln des Vergütungsausschusses be-stimmt, einschliesslich seinen Aufgaben und Befugnissen zur Stellung von Anträgen und Fassung von Beschlüssen bezüglich der Vergütung der Mitglieder des Verwaltungs-rates und der Geschäftsleitung in Überein-stimmung mit den gesetzlichen und regula-torischen Anforderungen, diesen Statuten und dem vom Verwaltungsrat von Zeit zu Zeit genehmigten entsprechenden Vergü-tungssystem. Der Verwaltungsrat kann dem Vergütungsausschuss weitere Aufga-ben und Befugnisse zuweisen.

posals to the Shareholders’ Meeting re-garding the compensation of the Board of Directors and Executive Management. It may submit proposals and recommenda-tions to the Board of Directors in other compensation-related issues. The Board of Directors establishes a charter, which de-fines purpose, composition and procedural rules of the Remuneration Committee, including its responsibilities and authorities for making proposals and decisions related to compensation of the members of the Board of Directors and Executive Manage-ment in line with legal and regulatory re-quirements, these Articles of Association and the respective compensation frame-work approved by the Board of Directors from time to time. The Board of Directors may delegate further responsibilities and authorities to the Remuneration Commit-tee.

3.3. Die Revisionsstelle 3.3. Auditors

Art. 18 Wählbarkeit, Aufgaben

Art. 18 Eligibility, Duties

1 Die Generalversammlung wählt jedes Jahr einen oder mehrere Revisoren als Revisi-onsstelle, welche unabhängig von der Ge-sellschaft sein und die gesetzlichen beson-deren fachlichen Voraussetzungen erfüllen müssen. Die Revisionsstelle kann wieder-gewählt werden.

1 The General Shareholders’ Meeting shall elect every year one or more accountants as its Auditors, which shall be independent from the Company and meet the special professional standards required by Iaw. The Auditors of the Company may be re-elected.

2 Die Revisionsstelle hat die Rechte und Pflichten gemäss den anwendbaren gesetz-lichen Bestimmungen. Sie ist verpflichtet, den Generalversammlungen, für welche sie Bericht zu erstatten hat, beizuwohnen.

2 The Auditors shall have the rights and duties according to applicable law. The auditors shall be bound to attend the ordi-nary General Shareholders’ Meeting, to which they must report.

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4. Vergütungen des Verwaltungsrates und der Geschäftsleitung

4. Compensation of the Board of Di-rectors and of the Executive Man-agement

Art. 19 Vergütung der Mitglieder des Verwal-tungsrates und der Geschäftsleitung

Art. 19 Compensation of the members of the Board of Directors and the Executive Management

1 Die Generalversammlung genehmigt jähr-lich und mit bindender Wirkung die Anträ-ge des Verwaltungsrates in Bezug auf:

1 The General Shareholders’ Meeting shall approve annually and with binding effect the proposals of the Board of Directors in relation to:

(a) den maximalen Gesamtbetrag der Vergütung des Verwaltungsrates für die kommende Amtsdauer;

(a) the maximum aggregate amount of compensation of the Board of Direc-tors for the following term of office;

(b) den maximalen Gesamtbetrag der fixen Vergütung der Geschäftsleitung für die Periode vom 1. Juli des Jahres der ordentlichen Generalversamm-lung bis zum 30. Juni des folgenden Jahres;

(b) the maximum aggregate amount of fixed compensation of the Executive Management for the period between July 1 of the year of the ordinary General Shareholders’ Meeting and June 30 of the following year;

(c) den Gesamtbetrag der variablen Ver-gütung der Geschäftsleitung für das vergangene Geschäftsjahr.

(c) the aggregate amount of variable compensation of the Executive Man-agement for the past financial year.

2 Der Verwaltungsrat kann der Generalver-sammlung abweichende oder zusätzliche Anträge in Bezug auf die gleichen oder an-dere Zeitperioden zur Genehmigung vorle-gen.

2 The Board of Directors may submit for approval by the General Shareholders’ Meeting deviating or additional proposals relating to the same or different periods.

3 Genehmigt die Generalversammlung ei-nen Antrag des Verwaltungsrates nicht, setzt der Verwaltungsrat in einem neuen

3 In the event the General Shareholders’ Meeting does not approve a proposal of the Board of Directors, the Board of Direc-

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Antrag den entsprechenden (maximalen) Gesamtbetrag respektive die (maximalen) Gesamtbeträge oder den entsprechenden (maximalen) Teilbetrag respektive die (ma-ximalen) Teilbeträge unter Berücksichti-gung aller relevanten Faktoren fest, und unterbreitet den oder die so festgesetzten Beträge derselben Generalversammlung, einer ausserordentlichen Generalversamm-lung oder der nächsten ordentlichen Gene-ralversammlung zur Genehmigung.

tors shall determine in a new proposal, taking into account all relevant factors, the respective (maximum) aggregate amount(s) or (maximum) partial amount(s), and submit the amount(s) so determined for approval by the same Gen-eral Shareholders’ Meeting, an extraordi-nary General Shareholders’ Meeting or the following ordinary General Shareholders’ Meeting.

4 Die Gesellschaft oder von ihr kontrollierte Unternehmen können Vergütungen vor der Genehmigung durch die Generalversamm-lung unter Vorbehalt der nachträglichen Genehmigung durch eine Generalver-sammlung und anwendbarer Rückforde-rungsbestimmungen (Claw-back) ausrich-ten oder zuteilen.

4 The Company or companies controlled by it may pay out or grant compensation prior to approval by the General Shareholders’ Meeting subject to subsequent approval by a General Shareholders’ Meeting and ap-plicable claw-back provisions.

Art. 20 Zusatzbetrag für Wechsel in der Ge-schäftsleitung

Art. 20 Supplementary amount for changes in the Executive Management

Reicht der bereits von der Generalver-sammlung genehmigte maximale Gesamt-betrag der Vergütung für die Vergütung einer Person, die Mitglied der Geschäftslei-tung wird oder innerhalb der Geschäftslei-tung befördert wird, nicht aus, nachdem die Generalversammlung die Vergütung genehmigt hat, sind die Gesellschaft oder von ihr kontrollierte Unternehmen er-mächtigt, jedem solchen Mitglied während der Dauer der bereits genehmigten Vergü-tungsperiode(n) einen Zusatzbetrag auszu-richten oder zuzuteilen. Der Zusatzbetrag darf je Vergütungsperiode und Mitglied 50% der letzten von der Generalversamm-lung gemäss Art. 19 der Statuten geneh-

If the maximum aggregate amount of compensation already approved by the General Shareholders’ Meeting is not suffi-cient to cover compensation of a person who becomes a member of the Executive Management or is being promoted within the Executive Management after the Gen-eral Shareholders’ Meeting has approved the compensation, the Company or com-panies controlled by it shall be authorized to grant and pay to each such member a supplementary amount during the com-pensation period(s) already approved. The supplementary amount per compensation period and each member shall not exceed 50% of the aggregate amounts of compen-

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migten Gesamtbeträge der Vergütung der Geschäftsleitung nicht übersteigen.

sation of the Executive Management last approved by the General Shareholders’ Meeting pursuant to Art. 19 of the Articles of Association.

Art. 21 Grundsätze der Vergütung des Verwal-tungsrates und der Geschäftsleitung

Art. 21 Principles of compensation of the Board of Directors and of the Executive Man-agement

1 Zusätzlich zu einer fixen Vergütung kann den Mitgliedern des Verwaltungsrates und der Geschäftsleitung eine variable Vergü-tung, die sich nach der Erreichung be-stimmter Leistungsziele richtet, ausgerich-tet werden.

1 In addition to a fixed compensation, members of the Board of Directors and of the Executive Management may be paid a variable compensation, depending on the achievement of certain performance crite-ria.

2 Die Leistungsziele können persönliche Ziele, Ziele der Oriflame-Gruppe oder be-reichsspezifische Ziele und im Vergleich zum Markt, anderen Unternehmen oder vergleichbaren Richtgrössen berechnete Ziele umfassen, unter Berücksichtigung von Funktion und Verantwortungsstufe des Empfängers der variablen Vergütung. Der Verwaltungsrat oder, soweit an ihn dele-giert, der Vergütungsausschuss legen die Gewichtung der Leistungsziele und die je-weiligen Zielwerte fest.

2 The performance criteria may include individual targets, targets of the Orilame-Group or parts thereof and targets in rela-tion to the market, other companies or comparable benchmarks, taking into ac-count position and level of responsibility of the recipient of the variable compensation. The Board of Directors or, where delegated to it, the Remuneration Committee shall determine the relative weight of the per-formance criteria and the respective target values.

3 Die Vergütung kann in der Form von Geld, Aktien, Finanzinstrumenten oder -einheiten oder Sach- oder Dienstleistungen ausgerichtet werden. Der Verwaltungsrat oder, soweit an ihn delegiert, der Vergü-tungsausschuss legen Zuteilungs-, vesting-, Ausübungs- und Verfallsbedingungen fest. Sie können vorsehen, dass aufgrund des Eintritts im Voraus bestimmter Ereignisse wie einem Kontrollwechsel oder der Been-digung eines Arbeits- oder Mandatsver-

3 Compensation may be paid or granted in the form of cash, shares, financial instru-ments or units, in kind, or in the form of other types of benefits. The Board of Direc-tors or, where delegated to it, the Remu-neration Committee shall determine grant, vesting, exercise and forfeiture conditions; they may provide for continuation, accel-eration or removal of vesting and exercise conditions, for payment or grant of com-pensation assuming target achievement or

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hältnisses vesting- oder Ausübungsbedin-gungen weitergelten, verkürzt oder aufge-hoben werden, Vergütungen unter An-nahme der Erreichung der Zielwerte ausgerichtet werden oder Vergütungen verfallen. Der Verwaltungsrat oder, soweit an ihn delegiert, der Vergütungsausschuss können dabei die Fähigkeit der Gesell-schaft, am Arbeitsmarkt die geeigneten Personen rekrutieren und die Angestellten an die Gesellschaft binden zu können, be-rücksichtigen. Die Vergütung ist gemäss allgemein anerkannten Bewertungsmetho-den per Datum der Zuteilung des betref-fenden Vergütungselements zu bewerten. Die Gesellschaft kann die auszugebenden oder auszuliefernden Aktien, soweit ver-fügbar, in der Form einer bedingten Kapi-talerhöhung oder durch Verwendung von auf dem Markt erworbenen eigenen Aktien bereitstellen.

for forfeiture in the event of predeter-mined events such as a change-of-control or termination of an employment or man-date agreement. In this determination, the Board of Directors or, where delegated to it, the Remuneration Committee may take into account the Company's ability to re-cruit new talent and retain employees. The compensation shall be valued in accord-ance with generally recognized valuation methods as per the grant date of the re-spective compensation element. The Com-pany may procure the shares to be issued or delivered, to the extent available, from conditional share capital, or through use of treasury shares purchased in the market.

4 Die Vergütung kann durch die Gesell-schaft oder durch von ihr kontrollierte Ge-sellschaften ausgerichtet oder zugeteilt werden.

4 Compensation may be paid or granted by the Company or companies controlled by it.

5. Verträge mit Mitgliedern des Ver-waltungsrates und der Geschäfts-leitung, externe Mandate, Kredite und Darlehen

5. Agreements with Members of the Board of Directors and the Execu-tive Management, External Man-dates, Credits and Loans

Art. 22 Verträge mit Mitgliedern des Verwal-tungsrates und der Geschäftsleitung

Art. 22 Agreements with Members of the Board of Directors and the Executive Manage-ment

1 Die Gesellschaft oder von ihr kontrollierte Gesellschaften können mit Mitgliedern des Verwaltungsrates unbefristete oder befris-

1 The Company or companies controlled by it may enter into agreements for a fixed term or for an indefinite term with mem-

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tete Verträge über deren Vergütung ab-schliessen. Die Dauer und Beendigung rich-ten sich nach Amtsdauer und Gesetz.

bers of the Board of Directors relating to their compensation. Duration and termina-tion shall comply with the term of office and the law.

2 Die Gesellschaft oder von ihr kontrollierte Gesellschaften können mit Mitgliedern der Geschäftsleitung unbefristete oder befris-tete Arbeitsverträge abschliessen. Befriste-te Arbeitsverträge haben eine Höchstdauer von einem Jahr. Eine Erneuerung ist zuläs-sig. Unbefristete Arbeitsverträge haben eine Kündigungsfrist von maximal zwölf Monaten.

2 The Company or companies controlled by it may enter into employment agreements with members of the Executive Manage-ment for a fixed term or for an indefinite term. Employment agreements for a fixed term may have a maximum duration of 1 year. Renewal is possible. Employment agreements for an indefinite term may have a termination notice period of maxi-mum 12 months.

3 Mitglieder der Geschäftsleitung, die einer Kündigungsfrist unterliegen, können von ihrer Arbeitspflicht befreit werden. Die Gesellschaft oder von ihr kontrollierte Ge-sellschaften können Aufhebungsvereinba-rungen abschliessen.

3 Members of Executive Management who are subject to a termination notice may be released from their obligation of work. The Company or companies controlled by it may enter into termination agreements.

4 Arbeitsverträge mit Mitgliedern der Ge-schäftsleitung können Konkurrenzverbote für die Zeit nach Beendigung eines Arbeits-vertrags für eine Dauer von bis zu zwei Jahren enthalten. Die jährliche Abgeltung eines solchen Konkurrenzverbots darf 50% der zuletzt an dieses Mitglied der Ge-schäftsleitung ausbezahlten jährlichen Ver-gütung nicht übersteigen.

4 Contracts of employment with members of Executive Management may contain a prohibition of competition for the time after the end of employment for a duration of up to 2 years. The annual consideration for such prohibition shall not exceed 50% of the total annual compensation last paid to such member of the Executive Man-agement.

Art. 23 Externe Mandate

Art. 23 External Mandates

1 Kein Mitglied des Verwaltungsrates kann mehr als zehn (10) zusätzliche Mandate wahrnehmen.

1 No member of the Board of Directors may hold more than ten (10) additional mandates.

2 Kein Mitglied der Geschäftsleitung kann 2 No member of the Executive Manage-

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mehr als fünf (5) zusätzliche Mandate wahrnehmen, wovon nicht mehr als ein (1) Mandat in börsenkotierten Unternehmen.

ment may hold more than five (5) addi-tional mandates of which no more than one (1) mandate in listed companies.

3 Die folgenden Mandate fallen nicht unter diese Beschränkungen gemäss vorstehen-den Abs. 1 und 2:

3 The following mandates are not subject to the limitations as set out in paras. 1 and 2 above:

(a) Mandate in Unternehmen, die durch die Gesellschaft kontrolliert werden oder die Gesellschaft kontrollieren;

(a) mandates in companies which are controlled by the Company or which control the Company;

(b) Mandate, die auf Anordnung der Gesellschaft oder von ihr kontrollier-ten Unternehmen wahrgenommen werden. Kein Mitglied des Verwal-tungsrates oder der Geschäftsleitung kann mehr als fünf (5) solche Manda-te wahrnehmen;

(b) mandates held at the request of the Company or companies controlled by it. No member of the Board of Direc-tors or of the Executive Management shall hold more than five (5) such mandates;

(c) Mandate in Vereinen, gemeinnützi-gen Organisationen, Stiftungen, Trusts, Personalfürsorgestiftungen, Investmentgesellschaften, Equity Partnerships oder Limited Liability Partnerships. Kein Mitglied des Ver-waltungsrates oder der Geschäftslei-tung kann mehr als fünfzehn (15) sol-che Mandate wahrnehmen.

(c) mandates in associations, charitable organizations, foundations, trusts, employee welfare foundations, in-vestment companies, equity partner-ships or limited liability partnerships. No member of the Board of Directors or of the Executive Management shall hold more than fifteen (15) such mandates.

4 Als Mandate gelten Mandate im obersten Leitungsorgan einer Rechtseinheit, die zur Eintragung ins Handelsregister oder in ein vergleichbares ausländisches Register ver-pflichtet ist. Mandate in verschiedenen Rechtseinheiten, die unter gemeinsamer Kontrolle stehen, gelten als ein Mandat.

4 Mandates shall mean mandates in the supreme governing body of a legal entity which is required to be registered in the commercial register or a comparable for-eign register. Mandates in different legal entities that are under joint control are deemed one mandate.

5 Der Verwaltungsrat stellt in jedem Fall sicher, dass die Anzahl externer Mandate,

5 The Board of Directors shall in any event ensure that the number of external man-

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die von Mitgliedern des Verwaltungsrates oder der Geschäftsleitung wahrgenommen werden, mit deren Einsatz, Verfügbarkeit, Leistungsvermögen und Unabhängigkeit, die für die Erfüllung deren Amtes als Mit-glied des Verwaltungsrates bzw. der Ge-schäftsleitung erforderlich sind, vereinbar ist.

dates held by members of the Board of Directors or the Executive Management does not conflict with their commitment, availability, capacity and independence required in fulfilling their role as member of the Board of Directors or the Executive Management, respectively.

Art. 24 Kredite und Darlehen

Art. 24 Credits and Loans

Kredite und Darlehen an Mitglieder der Geschäftsleitung dürfen zu den für die Orif-lame-Group anwendbaren Mitarbeiterbe-dingungen gewährt werden. Der Gesamt-betrag solcher ausstehenden Kredite und Darlehen darf je Mitglied der Geschäftslei-tung CHF 500‘000 nicht übersteigen.

Credits and loans to members of the Exec-utive Management may be granted at em-ployee conditions applicable for the Ori-flame-Group. The total amount of such credits and loans outstanding shall not exceed CHF 500,000 per member of the Executive Management.

6. Geschäftsjahr und Gewinnvertei-lung

6. Fiscal Year and Allocation of Profits

Art. 25 Geschäftsjahr

Art. 25 Business Year

Das Geschäftsjahr wird durch den Verwal-tungsrat festgelegt.

The business year shall be determined by the Board of Directors.

Art. 26 Gewinnverteilung

Art. 26 Allocation of Profits

1 Unter Vorbehalt der Statuten und der gesetzlichen Vorschriften über die Gewinn-verteilung, insbesondere Art. 671 ff. OR, steht der Bilanzgewinn zur Verfügung der Generalversammlung.

1 Subject to the Articles of Association and the legal provisions about distribution of profits, in particular Article 671 et seq. CO, the balance sheet profit is at the disposal of the General Shareholders’ Meeting.

2 Die Dividende darf erst festgesetzt wer-den, nachdem die dem Gesetz entspre-

2 The dividend must be fixed only after deducting from the profit the allocations to

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chenden Zuweisungen an die gesetzlichen Reserven vom Gewinn abgezogen worden sind.

the statutory reserves according to the law.

3 Alle Dividenden, welche innerhalb von fünf Jahren nach ihrer Fälligkeit nicht bezo-gen worden sind, verfallen zugunsten der Gesellschaft.

3 All dividends not drawn within five years after the due date shall be forfeited to the benefit of the Company.

7. Beendigung 7. Termination

Art. 27 Auflösung, Liquidation

Art. 27 Dissolution, Liquidation

1 Vorbehältlich anderer gesetzlicher Zu-ständigkeiten kann die Generalversamm-lung jederzeit die Auflösung und Liquidati-on der Gesellschaft nach Massgabe der gesetzlichen und statutarischen Vorschrif-ten beschliessen.

1 Subject to other legal provisions, the General Shareholders’ Meeting may at any time resolve on the dissolution and liquida-tion of the Company, in accordance with the provisions of the law and the Articles of Association.

2 Die Liquidation wird durch den Verwal-tungsrat durchgeführt, sofern sie nicht durch die Generalversammlung anderen Personen übertragen wird.

2 The liquidation is carried out by the Board of Directors, unless the General Shareholders’ Meeting has entrusted it to other persons.

3 Die Liquidation der Gesellschaft erfolgt nach Massgabe von Art. 742 ff. OR. Die Liquidatoren sind ermächtigt, Aktiven (Grundstücke eingeschlossen) auch frei-händig zu verkaufen.

3 The liquidation of the Company shall take place in accordance with Article 742 et seq. CO. The liquidators are authorized to dis-pose of the assets (including real estate) by way of private contract.

8. Benachrichtigung 8. Communication

Art. 28 Mitteilungen und Bekanntmachungen

Art. 28 Notices and Announcements

Soweit das Gesetz nicht zwingend eine persönliche Mitteilung verlangt, erfolgen

To the extent that personal notification is not required by law, all communications to

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sämtliche gesetzlich vorgeschriebenen und sonstigen Mitteilungen der Gesellschaft an die Aktionäre gültig durch die Publikation im Schweizerischen Handelsamtsblatt. Mit-teilungen der Gesellschaft an Aktionäre können auch durch gewöhnlichen Brief an die im Aktienbuch zuletzt eingetragene Adresse des Aktionärs erfolgen.

the shareholders shall be deemed valid if published in the Swiss Official Gazette of Commerce. Communications by the Com-pany to its shareholders may also be sent by ordinary mail to the last address of the shareholder entered in the share register of the Company.

Art. 29 Publikationsorgan

Art. 29 Publications

Publikationsorgan der Gesellschaft ist das Schweizerische Handelsamtsblatt (SHAB).

The official instrument for publication of the Company is the Swiss Commercial Ga-zette (Schweizerisches Handelsamtsblatt (SHAB)).

Art. 30 Auslegung

Art. 30 Interpretation

Ausschliesslich die deutsche Fassung dieser Statuten ist rechtsverbindlich. Die engli-sche Übersetzung dieser Statuten hat kei-nerlei Rechtswirkungen und kann nicht zur Auslegung des deutschen Textes herange-zogen werden.

Solely the German version of these Articles of Association shall be legally binding. The English translation shall have no legal ef-fects and may not be used for the con-struction of the German wording.

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Ort, Datum Place, date

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Addresses

OCSAOriflame Cosmetics S.A.24, avenue Emile ReuterL-2420Luxembourgwww.oriflame.com

OHAGc/o Oriflame Global Management AGBleicheplatz 3CH-8200 SchaffhausenSwitzerland+41 43 5020098www.oriflame.com

Financial adviserskAndinAviskA enskildA bAnken Ab (publ)Kungsträdgårdsgatan 8SE-106 40 StockholmSwedenwww.seb.se/mb

Legal advisersAdvokAtFirmAn vinge kb (As to swedish lAw)Smålandsgatan 20SE-111 87Stockholm Swedenwww.vinge.com

wildgen, pArtners in lAw (As to luxembourg lAw)69, Boulevard de la PétrusseL-2320 – Luxembourg CityGrand Duchy of Luxembourgwww.wildgen.lu

wAlder wyss ltd (As to swiss lAw)Seefeldstrasse 123P.O. Box 1236CH-8034 ZurichSwitzerlandwww.walderwyss.com

AuditorsOCSA’s auditorkpmg luxembourg soCiété CoopérAtive39 Avenue John F Kennedy L-1855 LuxembourgLuxembourgwww.kpmg.com/lu

OHAG’s auditorkpmg AgAuditBadenerstrasse 172P.O. Box 18728004 ZürichSwitzerlandwww.kpmg.com/ch

Communication adviservero kommunikAtionEngelbrektsplan 25th floorSE-103 62 StockholmSwedenwww.vero.se

Central securities depositaryeuroCleAr sweden AbP.O. Box 191SE-101 23 StockholmSweden

six sis AgSelnaustrasse 30Postfach 1758CH-802 ZürichSwitzerland

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