Minutes. Oriflame Holding AG. of the Annual General Shareholders' Meeting of. with its registered Beat in Schaffhausen (the Company)

Transcription

1 Minutes of the Annual General Shareholders' Meeting of Oriflame Holding AG with its registered Beat in Schaffhausen (the Company) held an 9 May 2017 at the Radisson Blu Hotel, Zurich Airport, Switzerland, at 09:30 CEST Formal Matters Chairman: Alexander af Jochnick Secretary: Linda Bieri Voting teller Boris Räber, attorney at law Independent proxy Dr. Florian S. Jörg, attorney at law Statutory auditors KPMG AG, Zurich, represented by Kathrin Schänke The Chairman opens the annual general shareholders' meeting at 09:30 CEST and welcomes the shareholders. He appoints Linda Bieri as secretary and Boris Räber as voting teller. He notes that the notice convening the annual general shareholders' meeting was published via press release an 12 April 2017 and an 13 April 2017 in the Swiss Official Gazette of Commerce of 13 April 2017 as well as in the Swedish newspaper Svenska Dagbladet and an the website of the Company. The Chairman declares that the annual general shareholders' meeting has been validly convened in accordance with statutory and legal requirements. The Chairman states that no requests haue been received from shareholders for the inclusion of items an the agenda. He notes that those members of the Page 1 of 11

2 board of directors who are not present haue waived their right to attend the annual general shareholders' meeting. He notes that all votes represented at the annual general shareholders' meeting are represented by the independent proxy. The independent proxy represents a total of 28,858,235 votes and a nominal value of CHF 43,287,352.50, representing 51.76% of the Company's shares. The absolute majority corresponds to 14,429,118 votes. The qualified majority of two thirds of the votes represented corresponds to 19,238,824 votes. Following further administrative remarks, the Chairman declares that the annual general shareholders' meeting has been duly constituted and has a quorum regarding the scheduled agenda items. No objections are raised against these findings. The Chairman proceeds to address the annual general shareholders' meeting with a summary of the development of the Company in the business year The Chairman then proceeds to the agenda of the annual general shareholders meeting. Agenda Item 1: Approval of the Annual Report, the Statutory Financial Statements and the Consolidated Financial Statements 2016 The Chairman informs the annual general shareholders' meeting that the annual report, the statutory financial Statements and the consolidated financial Statements 2016 haue all been available for inspection at the headquarters of the Company and were also published an the Company's website in connection with the publication of the convening notice to the annual general shareholders' meeting. KPMG AG, Zurich, acted as the Company's statutory auditors of for the business year 2016 and has audited the accounting and the statutory financial Statements 2016 as well as the consolidated financial statements 2016 and has issued its auditor's report as Set out in the annual report. Upon request of the Chairman, KPMG AG, Zurich, represented by Kathrin Schänke, confirms that it has no additions to its auditors' report. Page 2 of 11

3 The Chairman explains that the board of directors proposes to approve the annual report, the statutory financial Statements and the consolidated financial Statements meeting unanimously (without any against-votes or abstentions) approves the annual report, the statutory financial Statements and the consolidated financial Statements Agenda Item 2: Consultative Vote an the Compensation Report 2016 The Chairman explains that following the implementation of the Swiss Ordinance against Excessive Compensation in Listed Stock Companies and in line with the Company's corporate governance approach, the annual general shareholders' meeting will haue the opportunity to approve the compensation report for the business year 2016 an a consultative basis. meeting approves the compensation report for the business year 2016 an a consultative Basis with 28,021,280 for-votes and 836,955 against-votes (without any abstentions). Agenda Item 3: Appropriation of Available Earnings (Net Loss Carry Forward) The Chairman states that the statutory financial Statements for the Business year 2016 Show a net loss in the amount of CHF 30,826,084.00, pointing out that only the statutory financial Statements of the Company Show a net loss, whereas the consolidated financial Statements evidente a profit. The board of directors proposes to carry forward this net loss. The annual general shareholders' meeting unanimously (without any againstvotes or abstentions) approves the proposal of the board of directors regarding the appropriation of available earnings (net loss carry forward). Page 3 of 11

4 Agenda Item 4: Dividend Distribution out of Capital Contribution Reserve The Chairman explains that the board of directors first of all proposes to release and allocate CHF 112,250, of the capital contribution reserve to the account'other reserve from capital contribution'(dividend Reserve). Subsequently, a payment in the amount of EUR 1.50 per outstanding share of the Company shall be distributed out of, and limited at a maximum to the amount of, such Dividend Reserve and paid in four installments as follows: EUR 0.75 to the shareholders of record an 15 May 2017, EUR 0.25 to the shareholders of record an 15 August 2017, EUR 0.25 to the shareholders of record an 15 November 2017 and EUR 0.25 to the shareholders of record an 15 February Any amount of the Dividend Reserve remaining alter payment of the final installment will be automatically reallocated to the capital contribution reserve. Hereafter, the Chairman provides some more detailed Information an the proposed dividend distribution out of the capital contribution reserve. The annual general shareholders' meeting unanimously (without any againstvotes or abstentions) approves the proposal of the board of directors regarding the dividend distribution out of the capital contribution reserve. Agenda Item 5: Discharge of the Board of Directors and Members of the Executive Management The board of directors proposes that discharge be granted to the members of the board of directors and of the executive management for their activities in the 2016 business year. meeting grants discharge to the members of the board of directors and of the executive management for their activities in the 2016 Business year with 28,846,656 for-votes and 11,579 against-votes (without any abstentions). Page 4 of 11

5 Agenda Item 6: Elections The Chairman explains that under agenda item 6 a number of elections will be held by the annual general shareholders' meeting. Agenda Item 6.1: Re-Elections of Existing Board Members The Chairman explains that the annual general shareholders' meeting will carry out the re-elections individually for each current board member. For his own re-election as member of the board of directors, the Chairman temporarily hands over to Boris Räber. As proposed by the board of directors, the annual general shareholder's meeting individually re-elects all current members of the board of directors for a term of one year ending alter completion of the Hext annual general shareholders' meeting with the following results: Name For Against Abstentions Mona Abbasi 28,851,962 6,273 0 Magnus Brännström 28,828,947 29,288 0 Anders Dahlvig 28,851,962 6,273 0 Alexander af Jochnick 26,353,011 2,505,224 0 Jonas af Jochnick 26,488,011 2,370,224 0 Robert af Jochnick 26,488,011 2,370,224 0 Anna Malmhake 28,851,962 6,273 0 Christian Salamon 27,193,016 1,665,219 0 Karen Tobiasen 28,843,780 14,455 0 The Chairman concludes that the annual general shareholders' meeting has approved the proposals of the board of directors and has re-elected all current members of the board of directors. All those re-elected haue confirmed their acceptance of the re-election. The Chairman thanks the annual general shareholders' meeting for the trust placed in the board of directors. Page 5 of 11

6 Agenda Item 6.2: Re-Election of the Chairman For the re-election of the Chairman as Chairman of the board of directors and as member of the remuneration committee under the subsequent agenda item, the Chairman hands over to Boris Räber. Boris Räber explains that the board of directors proposes to re-elect Alexander af Jochnick as Chairman of the board of directors of the Company for a term of one year ending alter completion of the Hext annual general shareholders' meeting. As proposed by the board of directors, the annual general shareholder's meeting re-elects Alexander af Jochnick as Chairman of the board of directors of the Company for a term of one year ending alter completion of the Hext annual general shareholders' meeting with 26,356,341 for-votes and 2,501,894 against-votes (without any abstentions). Alexander af Jochnick has confirmed his acceptance of the re-election. Agenda Item 6.3: Election of Members of the Remuneration Committee Boris Räber states that the board of directors proposes to re-elect Alexander af Jochnick and Karen Tobiasen as members of the remuneration committee for a term of one year until the Hext annual general shareholders' meeting. meeting individually re-elects Alexander af Jochnick and Karen Tobiasen as members of the remuneration committee for a term of one year until the Hext annual general shareholders' meeting. Name For Against Abstentions Alexander af Jochnick 26,387,934 2,470,301 0 Karen Tobiasen 28,848,632 9,603 0 The re-elections were held individually and both Alexander af Jochnick and Karen Tobiasen haue confirmed acceptance of their re-election. Page 6 of 11

7 Agenda Item 6.4: Re-Election of the Independent Proxy The Chairman explains that at the last annual general shareholders' meeting, Dr. Florian S. Jörg was elected as independent proxy for a term starting immediately alter the annual general shareholders' meeting and ending alter this annual general shareholders' meeting. The board of directors proposes to re-elect Dr. Florian S. Jörg as independent proxy for a term of one year ending alter completion of the Hext annual general shareholders' meeting. meeting unanimously (without any against-votes or abstentions) re-elects Dr. Florian S. Jörg as independent proxy for a term of one year ending alter completion of the Hext annual general shareholders' meeting. The Chairman notes that Dr. Florian S. Jörg has confirmed acceptance of the election. Agenda Item 6.5: Election of the Statutory Auditors The Chairman states that the board of directors proposes to re-elect KPMG AG, Zurich, as the statutory auditors for the business year He confirms that KPMG AG fulfills all independence requirements, is registered as a federallysupervised audit firm and thus qualifies as statutory auditors. meeting re-elects KPMG AG, Zurich, as the statutory auditors for the business year 2017 with 28,717,929 for-votes and 140,306 against-votes (without any abstentions). The Chairman notes that KPMG AG, Zurich, has confirmed acceptance of the election. Agenda Item 7: Vote an the Compensation of the Members of the Board of Directors and the Executive Management The Chairman explains that agenda item 7 is split into two different parts. First, the annual general shareholders' meeting votes an the compensation for the Hon-executive members of the board of directors. Thereafter, a vote an the Page 7 of 11

8 compensation of the members of the executive management (incl. any executive member of the board of directors) is taken. Agenda Item 7.1: Compensation for the Members of the Board of Directors (Non- Executive Members) The Chairman states that the proposed maximum aggregate remuneration for the non-executive members of the board of directors of EUR 410, is based an board and committee fees remaining at the Same level as in The Chairman explains that the proposed fees are considered to be motivated in Order to attract and retain the competence relevant for the Company and are considered to be in line with Swedish, and below Swiss, benchmarks relevant for the Company's industry, size and complexity. meeting approves the maximum aggregate amount of EUR 410, as compensation for the (non-executive) members of the board of directors for the period until the end of the 2018 annual general shareholders' meeting with 28'852'929 for-votes and 5,306 abstentions (without any against-votes). Agenda Item 7.2: Compensation of the Members of the Executive Management Agenda Item 7.2.1: Approval of the Maximum Aggregate Amount of Fixed Compensation The Chairman states that the board of directors proposes to approve the maximum aggregate amount of EUR 4,300,000 as fixed compensation for the members of the executive management (incl. any executive member of the board of directors) for the period from 1 July 2017 until 30 June meeting approves the maximum aggregate amount of EUR 4,300,000 as fixed compensation for the members of the executive management (incl. any executive member of the board of directors) for the period from 1 July 2017 Page 8 of 11

9 until 30 June 2018 with 28,846,656 for-votes, 6,273 against-votes and 5,306 abstentions. Agenda Item 7.2.2: Approval of the Maximum Aggregate Amount of Variable Compensation The Chairman explains that the board of directors proposes to approve the maximum aggregate amount of EUR 4,350, (such amount includes up to 212,000 registered shares in the Company with a nominal value of CHF 1.50 each, comprising the maximum amount of achievement shares that can be awarded under the Company's 2016 share incentive program offer, with an aggregate accounting value of EUR 3,225,601.00) as variable compensation for the executive management (incl. any executive member of the board of directors) regarding their performance during the business year meeting approves the maximum aggregate amount of EUR 4,350, (such amount includes up to 212,000 registered shares in the Company with a nominal value of CHF 1.50 each, comprising the maximum amount of achievement shares that can be awarded under the Company's 2016 share incentive program oller, with an aggregate value of EUR 3,225,601.00) as variable compensation for the executive management (incl. any executive member of the board of directors) regarding their performance during the business year 2016 with 28,846,656 for-votes, 6,273 against-votes and 5,306 abstentions. Agenda Item 8: Authorized Capital (Extension of Availability) The Chairman explains that the board of directors proposes to amend article 3b15 of the Company's articles of association and refers to the Invitation to the annual general shareholders' meeting for an overview of the proposed revised wording. The Chairman further explains that the proposed amendments serve a dual purpose. On one hand, alter the successful exchange oller conducted in 2015 to move the effective Beat of the Oriflame group to Switzerland, the proposed amendment would eliminate obsolete references to such exchange offer from the Company's authorized share capital. On the other hand, the remaining availability under the existing authorized share capital Page 9 of 11

10 would be kept kept in Order to maintain an adequate flexibility for the board of directors to resolve an capital increases if deemed to be in the best interest of the Company. The Chairman states that the board of directors currently has no plans to issue any additional shares (other than shares potentially to be issued as a part of existing and future allocations to the management of the Company and its group companies under the share incentive and retention plan and which share issuances are in principal covered already by the existing conditional share capital as per article 3Lef of the articles of association). meeting approves the amendment of art. 3b15 of the articles of association of the Company with 27,314,478 for-votes, representing nominal values in the amount of CHF 40,971,717.00, and 1'543'757 against-votes (without any abstentions). The qualified majority required by law and the articles of association has therefore been met. There being no other issues to be discussed and no objections raised to the conduct of the annual general shareholders' meeting, the Chairman closes the annual general shareholders' meeting at 10:15 CEST. Page 10 of 11

11 Signatures Alexander af Jochnick Linda Bieri Chairman Secretary Page il of 11