to shareholders in oriflame · om nomton this information brochure has been distrib - uted to all...

24
This information brochure has been distrib- uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses and who are not resident in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States. The infor- mation brochure is not an offer document or prospectus in accordance with applica- ble regulations. The information brochure is not meant to replace the offer document which has been approved by the Swedish Financial Supervisory Authority (Sw. Finan- sinspektionen), and announced in connection with this information brochure, as basis for decisions by the shareholders. In the event of any discrepancy between this informa- tion brochure and the offer document, the offer document shall prevail. The offer doc- ument and information in respect of how the offer is accepted may be downloaded from Oriflame’s website www.oriflame. com or from www.sebgroup.com/pro- spectuses, or ordered free of charge from Oriflame provided that these documents are not released or otherwise distributed in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States. The offer is not, with certain exemptions, made, directly or indirectly, in or into the United States, by use of mail or any other means or instrumentality (including, without lim- itation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, the United States. In addition, the offer is not being made in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa or Singapore or in or into any other country where this would require that any other measures are taken in addition to those required under Swedish or Swiss law or would be in conflict with any law or regulation in such country. TO SHAREHOLDERS IN ORIFLAME ON HOW THE GROUP SEEKS TO CHANGE DOMICILE FROM LUXEMBOURG TO SWITZERLAND Shareholders need to consider share-for-share exchange offer. Read more in this information brochure now! Important information! –Your action is needed before 15 June!

Upload: others

Post on 08-Apr-2020

3 views

Category:

Documents


0 download

TRANSCRIPT

Page 1: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

ORI

FLAM

E IN

FORM

ATIO

N

This information brochure has been distrib-uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses and who are not resident in Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States. The infor-mation brochure is not an offer document or prospectus in accordance with applica-ble regulations. The information brochure is not meant to replace the offer document which has been approved by the Swedish Financial Supervisory Authority (Sw. Finan-sinspektionen), and announced in connection with this information brochure, as basis for decisions by the shareholders. In the event

of any discrepancy between this informa-tion brochure and the offer document, the offer document shall prevail. The offer doc-ument and information in respect of how the offer is accepted may be downloaded from Oriflame’s website www.oriflame.com or from www.sebgroup.com/pro-spectuses, or ordered free of charge from Oriflame provided that these documents are not released or otherwise distributed in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, Singapore or the United States. The offer is not, with certain exemptions, made, directly or indirectly, in or into the United States, by use of mail or any other means

or instrumentality (including, without lim-itation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, and the offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, the United States. In addition, the offer is not being made in or into Australia, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa or Singapore or in or into any other country where this would require that any other measures are taken in addition to those required under Swedish or Swiss law or would be in conflict with any law or regulation in such country.

TO SHAREHOLDERS IN ORIFLAME

ON HOW THE GROUP SEEKS TO CHANGE DOMICILE FROM LUXEMBOURG TO SWITZERLAND

Shareholders need to consider share-for-share exchange offer.Read more in this information brochure now!

Important information!–Your action is needed before 15 June!

Page 2: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

ORI

FLAM

E IN

FORM

ATIO

N

•As previously communicated, Oriflame proposes to further align its legal structure with its operations.

•We are now changing domicile of Oriflame from Luxembourg to Switzerland.

•The change of domicile is done through a share-for-share exchange offer - this means that the operations will remain the same, but that you as a shareholder is invited to exchange your current ownership in Oriflame Cos-metics S.A. (“OCSA”) for shares in a new Swiss parent company, Oriflame Holding AG (“OHAG”) (the “Offer”).

•If you accept the Offer, you will have the same ownership in OHAG as you currently are holding in OCSA,

at full acceptance of the Offer. No commission will be charged in respect of settlement of the Offer.

•All shareholders need to check their own tax position, but we believe that the Offer and change of domicile should have no negative tax consequences for shareholders in the main jurisdictions concerned for at least 5–10 years.

•The new shares in OHAG will be listed on Nasdaq Stockholm and Oriflame intends to continue to follow

the Swedish Corporate Governance Code (the “Swedish Code”).

What happens?

The board of directors ask that you support the Offer by;

1Filling in your acceptance form in accordance with the instructions set out in this information brochure

(the “Information Brochure”);

2Sending in the acceptance form as described in this Information Brochure 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; or

3If you are a holder of Swedish depository receipts (“SDRs”) in OCSA and your holding is registered in the name of a nominee, i.e. a bank or other nominee, please instead contact your bank/nominee in order to

obtain instructions on how to accept the Offer.

What shall I do?

8 MAY 26 MAY 15 JUNE 23 JUNE

ACCEPTANCE PERIOD FOR SHAREHOLDERS

OFFER MADE PUBLIC

LISTING OF NEW SHARE ON NASDAQ

STOCKHOLMOFFER DOCUMENT

MADE PUBLIC

25 MAY

Page 3: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

1

ORI

FLAM

E IN

FORM

ATIO

NTABLE OF CONTENT

FOR MORE INFORMATION

1. See the offer document (the “Offer Document”) which is available on Oriflame’s corporate website investors.oriflame.com under the heading “Share-for-share exchange offer”, or from www.sebgroup.com/prospectuses

2. For any questions regarding the acceptance form, please contact SEB Emissioner, +46 8 639 27 50

Acceptance form regarding Oriflame Holding AG’s share-for-share

exchange offer to the holders of Swedish depository receipts (“SDRs”)

of Oriflame Cosmetics S.A.Acceptance period: 26 May – 15 June 2015

The acceptance form must be received by SEB

Emissioner (“SEB”) no later than June 15,

2015. The acceptance form may be sent by mail,

or delivered to bank offices or other securities

institutions in Sweden to be forwarded, to SEB

Emissioner R B6, SE-106 40 Stockholm, Sweden.

The acceptance form should be sent or delivered

in due time prior to June 15, 2015.

In accordance with the terms of the offer document dated May 25, 2015 (the “Offer Document”), Oriflame Holding AG (”-

OHAG”) offers the holders of SDRs of Oriflame Cosmetics S.A. (”OCSA”) to tender their SDRs to OHAG (the ”Offer”) in

exchange for shares in OHAG. Commission will not be charged.

Terms:

• ForeachSDRin

OCSA,theholders

ofSDRswillreceiv

eone(1)sharei

nOHAG.

Completion of the Offer is conditional upon the conditions set out in the Offer Document.

In accordance with the conditions set out in the Offer Document, I / we hereby tender the SDRs in OCSA stated below:

number of SDRs in OCSA,

registered on VP / service account:

If the number of SDRs in OCSA as stated above is incorrect, please change to the correct number. No further supple-

ments or amendments may be made to the preprinted text on this acceptance form.

If the above VP account is a so-called transfer account, your bank must be contacted and asked to re-register it as soon as

possible.

Please note the information on the back of this application form

I / we declare that I / we have read, understand and accept the information on the back of this acceptance form and hereby

confirm that I / we are not subject to the limitations set forth therein, do not accept the Offer in violation of any of these

restrictions and that I / we have not sent the acceptance form from any jurisdiction where participation in the Offer requires

other measures in addition to those required under Swedish law and that I / we are not acting on behalf of any person in such

jurisdiction.

Incomplete or incorrect acceptance forms may be disregarded.

If the SDRs are pledged, the acceptance form must also be completed and signed by the pledgee.

Bysigningthisa

cceptanceformI/wehereby

instructandaut

horizeSEBform

y/ourbehalfto

tendertheabov

e

stated SDRs in OCSA according to the terms and conditions set out in the Offer Document in exchange for shares

in OHAG and to subscribe for such shares in OHAG on my/our behalf.

Information pertaining to the holder of SDRs

Address for transaction note will be obtained from Euroclear Sweden

Personal number / Organisation numberDaytime phone

Name / Company name

Place

Date

The registered SDR holder’s signature (if applicable the nominee / trustee)

Inek

o F

inan

stry

ck 2

014

– 22

1106

Information pertaining to the pledgee

(to be completed if the SDRs are pledged)

Personal number / Organisation number

Name / Company name

Maling address (street, box, etc)

Postal code

City / town

Place

Date

Signature of pledgee

Daytime phone

How to accept the Offer DIRECTLY REGISTERED HOLDINGS OF SDRS

If you have received a pre-filled acceptance form:

1. Check that it includes the; a. correct number of SDRs b. correct securities account information c. correct personal details

2. Sign the form

3. Send it to: SEB Emissioner R B6 SE-106 40 Stockholm Sweden

If you have received/ordered an empty acceptance form:

1. Fill in the form in accordance with the instructions

2. Send it to: SEB Emissioner R B6 SE-106 40 Stockholm Sweden

NOMINEE-REGISTERED HOLDINGS OF SDRS

If you are a holder of SDRs in OCSA and your holding is registered in the name of a nominee, i.e. a bank or other nominee, please do the following:

1. Contact your bank/nominee in order to obtain instructions on how to accept the Offer

2. Applications must be made in accordance with instructions received by the bank/nominee

Fill in / check the number of

SDRs you own

Fill in / check the securities

account where the OCSA SDRs are registered

Fill in / check the personal

details and sign the form

2 Questions and answers

4 Background and reasons

5 Overview of the offer

6 Description of the New Group and OHAG

8 Business description

10 Markets

12 Financial highlights

13 Corporate governance of the New Group

15 Risk factors

17 Definitions

18 Tax issues in Sweden, Switzerland and Luxembourg

Page 4: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

2

ORI

FLAM

E IN

FORM

ATIO

N

Questions and answers

GENERALWhy is Oriflame changing domicile to Switzerland?We are aligning the organisation to reflect the way we work operationally. We have over a number of years moved more and more functions to Switzerland and now it is time to align the legal structure to the operations and that is why we move the domicile from Luxembourg to Switzerland.

What dates are important for the Offer?• The Offer was made public on 8 May 2015 and the Offer Document was made public on 25 May 2015.• The acceptance period for the Offer is from 26 May 2015 to 15 June 2015.• The OHAG shares are expected to be listed on Nasdaq Stockholm around 23 June 2015.

Do I have to take any actions? The Offer is a share-for-share exchange offer, and in order to receive shares in OHAG, you are required to fill out an acceptance form in accordance with the instructions set out in this Information Brochure and to return the acceptance form to SEB Emissioner, or per separate instructions from your bank / nominee, before the end of the acceptance period.

Why should I accept the Offer?If you accept the Offer, you will have the same ownership in OHAG as you previously had in OCSA, at full acceptance of the Offer.All shareholders will benefit, as the change create a more efficient corporate structure – and for the shareholder as such, the change is limited; shareholders will own the same underlying assets, but with a Swiss rather than a Luxembourg holding company. The listing will still be in Sweden. No commission will be charged in respect of settlement of the Offer.

What happens if I as a shareholder don’t accept the Offer – can I remain as a shareholder in OCSA?If the Offer is completed and thereby accepted by shareholders representing at least two-thirds of the shares of OCSA, carrying voting rights, OHAG intends to initiate a cross-border merger between OCSA and OHAG. In the event that OHAG at the con-clusion 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 acquisition (squeeze out) procedure under applicable rules and regulations in Luxembourg to acquire all remaining OCSA shares.

Are there any conditions for the Offer? Do you need 90/67/50 percent to get this through?The Offer is subject to certain customary conditions, for example that the Offer is accepted to such an extent that OHAG becomes the owner of outstanding OCSA shares carrying voting rights representing more than two-thirds of the OCSA shares carrying voting rights. This is the same level as the majority requirement for a merger of OCSA into OHAG following completion of the Offer.

How will the governance of Oriflame change? Will Oriflame continue to apply the Swedish Code?There will be no change and Oriflame will continue to apply the Swedish Code Code as long as it doesn´t contradict applicable Swiss law.

Page 5: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

3

ORI

FLAM

E IN

FORM

ATIO

N

TAXWhat are the tax consequences?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 legislation (including regulations) and provisions in tax treaties for the avoidance of double taxation. For more information, please be referred to the Tax section in the Offer Document.

Listing of a new share – does that mean that I technically will sell my shares and pay tax on possible capital gains?A share-for-share exchange offer means that shareholders will exchange shares they hold today for new ones – relief from imme-diate taxation of such a transaction should be available for shareholders in the main jurisdictions concerned.

Any tax consequences for me as a shareholder on future dividends?All shareholders need to ascertain their tax position based on the tax laws and regulations applicable to them in their jurisdiction of residency. However, the Company has made preliminary investigations to clarify that the planned offer and change of domicile should have no negative tax consequences for shareholders in the main jurisdictions concerned for at least 5–10 years.

Are there any tax consequences for the Company?No material tax consequences are expected, and hence the alignments is not expected to change the effective tax rate.

You say that there will be no tax consequences when it comes to dividends for a minimum of 5–10 years. Why do you say that?There will not be any Swiss withholding tax for at least 5-10 years according to our estimate. The reason is that the share-for-share exchange will create a capital distribution reserve. The reserve will over time be used when paying out dividends to the shareholders and these payments will not attract Swiss withholding tax. For more information, please see the Tax section in the Offer Document.

THE NEW SHARE AND LISTINGHow will the new listing affect me as a shareholder?For most – if not all – shareholders, the impact is very limited. Shareholders will at the end of the process own the same pro rata share of the operations – and Oriflame will be listed in Stockholm, as it is today.

Who will be on the board of OHAG and who will be the CEO of OHAG?The board of directors of OHAG consists of Alexander af Jochnick (chairman), Jonas af Jochnick, Robert af Jochnick, Magnus Brännström, Anders Dahlvig, Lillian Fossum Biner, Helle Kruse Nielsen, Anna Malmhake and Christian Salamon, 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. The CEO of the OHAG group will be Magnus Brännström, who is also the CEO of OCSA.

Page 6: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

4

ORI

FLAM

E IN

FORM

ATIO

N

Background and reasons

People can start making or saving money the day they join and work towards fulfilling their personal dreams and ambitions as they develop their business. A sales force of over 3 million independent Oriflame Consultants has seized this opportunity and is consuming or marketing Oriflame’s extensive portfolio of beauty products, creating combined annual net sales of around €1.3 billion. The product portfolio consists of six catego-ries – Skin Care, Colour Cosmetics, Fragrances, 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.

An additional step 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 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 the shareholder currently are holding 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 compulsory acquisition.

The business operations in OHAG will be conducted in accordance with the same business model, vision, strategy and goals as business oper-ations 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 Ori-flame’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.

Oriflame is an international beauty company selling direct in more than 60 countries around the world. Through its unique business concept – Make Money Today and Fulfill Your Dreams Tomorrow™ – Oriflame offers a leading business opportunity.

Page 7: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

5

ORI

FLAM

E IN

FORM

ATIO

N

Overview of the Offer

THE OFFEROHAG is offering each OCSA shareholder one (1) new OHAG share per OCSA share. 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 the shareholder currently are holding 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. In connection with the completion of the Offer, the shares in OHAG are intended to be listed on Nasdaq Stockholm. OHAG shares issued as consideration for tendered SDRs of OCSA will be registered with Euroclear Sweden, through SIX SIS.

CONDITIONS OF 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 represent-ing 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 impor-tance 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.

ACCEPTANCE PERIODThe acceptance period of the Offer commences 26 May 2015 and ends 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” in the Offer Document.

BOARD RECOMMENDATION AND RELATED PARTIESThe board of directors of OCSA has unanimously recommended that OCSA shareholders accept the Offer, see section “Recommendation from the board of directors of OCSA” in the Offer Document.

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. For further information, please refer to section “Description of the New Group and OHAG – Financial effects of the Offer” in the Offer Document.

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 intention to tender their shares. Since the consideration offered in the Offer consists entirely of new shares in OHAG no financing facilities have been arranged for the Offer.

STATUTORY CROSS-BORDER MERGER, COMPULSORY ACQUISITION AND DE-LISTING Under Luxembourg and Swiss law, outstanding shares of a subsidiary may be redeemed through a statutory cross-border merger for consideration in shares of the acquiring company. The procedure and applicable disclosure requirements are subject to detailed regulation in Luxembourg and Swit-zerland. In the event that OHAG, whether in connection with the Offer or otherwise, acquires shares in OCSA representing more than two-thirds of the OCSA shares carrying voting rights, OHAG intends to initiate such a merger process with OHAG as the surviving entity (for further infor-mation on the potential cross-border merger, please refer to the section “Statutory cross-border merger” in the Offer Document). 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 acquisition (squeeze out) procedure under applicable rules and regulations 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 OCSA shares carrying 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 pre-requisite therefore, however, is that the subsequent 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 Statement 2015:07.

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.

Page 8: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

6

ORI

FLAM

E IN

FORM

ATIO

N

GENERALProvided 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 ownership share and voting power in OHAG as that shareholder currently are holding 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.

Description of the new Group and OHAG

As at 31 December 2014 Shares/SDRs Share capital Voting 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 Family 5,212,735 9.1 9.44 Fourth Swedish National Pension Fund (AP4) 4,921,475 8.6 8.95 Jonas af Jochnick and Family 4,238,000 7.4 7.66 M&G Investment Management 2,184,609 3.8 3.97 Danske Capital Sweden AB 1,907,867 3.3 3.48 Schroder Investment Management Ltd 1,183,656 2.1 2.19 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 shares issued 57,221,972 100.0 100.0

* Excluding suspended voting rights related to treasury shares owned by OCSA.** On 13 May 2015, Oriflame was informed that Lazard Asset Management LLC had 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

BEFORE THE OFFER

SHAREHOLDER

OCSALUXEMBOURG

OTHERSUBSIDIARIES

OHAGSWITZERLAND

OPERATIONS

SHAREHOLDER

OHAGSWITZERLAND

OTHERSUBSIDIARIES

OCSALUXEMBOURG

OPERATIONS

AFTER THE OFFER AND AT FULL ACCEPTANCE OF THE OFFER

OWNERSHIP STRUCTURE As of 31 December 2014, OCSA had 8,805 shareholders. The table below sets forth the largest shareholders of OCSA and the shareholder struc-ture as of 31 December 2014. At full acceptance of the Offer, the ownership structure of OHAG will be the same as for OCSA prior to the Offer.

ILLUSTRATIVE OVERVIEW OF GROUP STRUCTURE

Page 9: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

7

ORI

FLAM

E IN

FORM

ATIO

N

FINANCIAL EFFECTS, DIVIDENDS, ETC.The 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 Swit-zerland. However, the operational and legal restructuring as such is not expected to have an impact on Oriflame’s effective tax rate.

OHAG was incorporated on 6 October 2014 and is registered with the Schaffhausen register of commerce. Accordingly, OHAG has 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. OHAG has established a dividend policy, which in all material aspects mirrors OCSA’s dividend policy. OCSA’s dividend policy, as adopt-ed 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 quarters and will therefore not distribute any dividends from the second quarter 2015 up until the annual general meeting 2016.

CORPORATE INFORMATION, GOVERNANCE, ETC.OHAG, registration number CHE-134.446.883, is a Swiss stock corporation (Aktiengesellschaft). OHAG’s registered seat is Schaffhausen, Switzerland, and its registered address is c/o Oriflame Global Management AG, Ble-icheplatz 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 completion of the Offer. For further information on corporate governance of the New Group, please refer to the section “Corporate governance of the New Group”.

LISTINGOHAG has initiated preparations for a listing of its shares issued as consid-eration for the SDRs of OCSA 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.

BOARD OF DIRECTORS AND CEOAs of the date of the Offer Document, the board of directors of OHAG is composed of ten ordinary directors, with no deputies. The board of directors of OHAG consists of Alexander af Jochnick (chairman), Jonas af Jochnick, Robert af Jochnick, Magnus Brännström, Anders Dahlvig, Lillian Fossum Biner, Helle Kruse Nielsen, Anna Malmhake and Christian Salamon, who are also members of the board of OCSA, and, for a transitional peri-od, 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. The CEO of the OHAG group will be Magnus Brännström, who is also the CEO of OCSA.

FINANCIAL INFORMATION, BUSINESS DESCRIPTION, ETC.OHAG was incorporated on 6 October 2014 and is registered with the Schaffhausen register of commerce. Accordingly, OHAG has only estab-lished financial statements as of and for the period 6 October 2014 – 31 December 2014. Furthermore, OHAG is a wholly owned newly estab-lished subsidiary of OCSA and has not previously conducted, and does not currently conduct any business. Accordingly, please be referred to the sections “Business description” and “Financial highlights” in this Information Brochure which relate to OCSA and which will be relevant also for OHAG following completion of the Offer.

Page 10: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

8

ORI

FLAM

E IN

FORM

ATIO

N

Business description

BUSINESS 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 marketing 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.

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

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 nurturing ideas, hopes and dreams, Oriflame seeks to offer the latest beauty solutions for everybody and the most attractive business opportunity for its Consultants.

ONLINE Oriflame’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 digital 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 provides an increasingly important branding channel.

GLOBAL OPERATIONS Around 500 million products are sourced annually from about 60 suppliers and shipped to Oriflame’s markets worldwide. Oriflame manufactures approximately 50 percent of its cosmetics product volumes in-house. Six Oriflame-owned factories produce skincare creams and liquids, foun-dations, 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 refurbishment and certification process, the first commercial production started in December 2014. In order to consolidate production and logistics, Oriflame divested its production facilities in Krasnogorsk, Russia and Ekerö, Sweden during 2014.

The Global Operations Strategy focuses on making the processes as efficient and reliable as possible for Oriflame Consultants and customers by better aligning supply and sales in Oriflame. Oriflame’s global operations strategy involves cutting lead times and increasing flexibility in the end-to-end supply chain by consolidating inventories in Group Distribution Centres closer to main markets and eliminating intermediate warehouses. Supporting growth through sustainable production, increasing share of in- house manufacturing and sourcing regionally where appropriate are other important features of the supply operations. The aim is to have a base of flexible, efficient and quality-orientated suppliers that ensure product availability, quality, delivery times, reliability and accuracy in all of Oriflame’s markets. The goal is to always deliver on promises to Oriflame Consultants.

The combination of an attractive beauty offering, an easily accessible business opportunity and anorganisation of passionate people create the foundation for fullfilling dreams.

Page 11: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

9

ORI

FLAM

E IN

FORM

ATIO

N

SUSTAINABILITYAs an inseparable part of its future success, Oriflame is integrating sustain-ability throughout its operational framework and business strategies. In order to expand and deepen its work on sustainability, Oriflame adopted a new comprehensive sustainability strategy in 2013, with a broad set of commitments covering product development, social issues and envi-ronmentally focused targets. The new strategy is based on a materiality assessment and focuses 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 Company 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 – 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 ranges is part of Oriflame’s strategy to bring beauty and wellbeing in a responsible way. Oriflame’s goal is to continue developing products that meet the highest social, ethical and environmental standards.

3. THRIVING PLANETDriving environmental sustainability, not only across Oriflame’s own activ-ities but throughout the value chain, is a key long term goal. Focus areas include the sourcing of renewable and sustainable 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 recognises 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 renova-tions: the Company’s Global Distribution Centre 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 Company’s full Sustainability Report will be published on the oriflame.com.

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

1967

SwedenDenmark

1968

Finland

1969

Norway

1970

UK

1972

Netherlands

1978

Spain

1985

Portugal

1986

Indonesia

1989

Chile

1990

Czecho- slovakia

1991

PolandHungaryMexico

1992

RussiaTurkeyLatvia

1993

UkraineSlovakiaGreece

1994

Bulgaria

MARKET ENTRIES

1995

PeruLithuaniaRomania

1996

MacedoniaEcuadorCroatiaIndia

1997

EstoniaMoroccoEgyptSloveniaSri Lanka

1998

AzerbaijanColombiaBosnia

2000

KazakhstanThailandGeorgia

2001

Serbia &Montenegro

2002

Mongolia

2003

ArmeniaMoldovaVietnam

2005

Belarus

2006

China

2008

PakistanKyrgyzstanKosovo

2011

Algeria

2012

KenyaUgandaTanzania

2013

TunisiaNigeriaMyanmar

Page 12: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

10

ORI

FLAM

E IN

FORM

ATIO

N

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

2014 DEVELOPMENT IN BRIEF• Local currency sales decreased by 4% • Active consultants decreased by 1% to 1.6 million Oriflame

Consultants • Sales in the largest market Russia decreased by 1% in local currency • Adjusted operating margin was 12.2%

The region faced several macro-economic and geopolitical challenges during the year, with sharp devaluations of some of Oriflameís key cur-rencies. The Success Plan was further strengthened during the year and started to deliver results with improved leadership and sales development.

OPERATIONS PRODUCTION Noginsk, Russia – Global Factory supplying all regions. Shampoos, deodorants, liquid soaps, lipsticks and other cosmetic products. Officially opened in February 2015.

GROUP DISTRIBUTION CENTRESKiev, Ukraine – Serving the Ukrainian market. Noginsk, Russia – Serving primarily the Russian market.

OFFICES Regional Office in Moscow, Russia.

Europe 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.

2014 DEVELOPMENT IN BRIEF• Local currency sales decreased by 8% • Active consultants decreased by 7% to 0.6 million Oriflame

Consultants • Weak overall development • Adjusted operating margin was 12.3%

The Europe region continued to struggle to turn around its business. Initia-tives were taken to reverse the development, such as the implementation of Success Plan changes and locally developed catalogues. It is, however, expected that it will take some time before the weak development is reversed.

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

GROUP DISTRIBUTION CENTRES Warsaw, Poland – Serving nine markets. Budapest, Hungary – Serving eleven markets.

OFFICES Regional Office in Warsaw, Poland.

Markets

Active consultants

Active consultants 2014

CIS 47%

Operating profit

Operating profit 2014

CIS 43%

Sales

CIS 44%

Regional sales 2014

Sales Active consultants Operating profitEurope 21%

Regional sales 2014 Active consultants 2014

Europe 17%

Operating profit 2014

Europe 21%

Page 13: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

11

ORI

FLAM

E IN

FORM

ATIO

N

Latin America Chile, Colombia, Ecuador, Mexico, Peru.

2014 DEVELOPMENT IN BRIEF • Local currency sales increased by 12%

• Active consultants increased by 4% to 0.2 million Oriflame Consultants

• Continued strong sales growth particularly in Mexico and Colombia while Ecuador was impacted by import restrictions

• Adjusted operating margin was 12.0%

The positive momentum continued in Lat-in America during the year, especially in the largest markets Mexico and Colombia, driven by an increase in active consultants as well as improved productivity. Import restrictions in Ecuador affected sales in the market negatively.

OPERATIONS OFFICES Regional Office in Santiago, Chile, is being relocated to Mexico City, Mexico, during 2015.

TA&A Algeria, China, Egypt, India, Indonesia, Kenya, Morocco, Myanmar, Nigeria, Pakistan, Sri Lanka, Tanzania, Thailand, Tunisia, Turkey, Uganda, Vietnam.

2014 DEVELOPMENT IN BRIEF • Local currency sales increased by 18% • Active consultants increased by 7% to 1.0

million Oriflame Consultants • Strong sales growth especially in China as

well as Indonesia, India and Africa• Adjusted operating margin was 13.4%

Overall strong sales development and higher operating margin. The development in China was sequentially improved during the year, driven by sales of Skin Care routines and Wellness prod-ucts. Indonesia remained strong largely driven by active online leaders. Parts of the Wellness range were pre-launched in India during the end of the year with promising results. Direct sales started in Nigeria during the third quarter.

OPERATIONS PRODUCTION Noida, India – Skin Care, Body care/ toiletries, Colour Cosmetics.Kunshan and Beijing, China – Skin Care, Body care/toiletries, Colour Cosmetics, Wellness.Rorkee, India – Wellness. Production started in December 2014. OFFICES Regional Office in Bangkok, Thailand and Delhi, India.

Group Oriflame is currently present in more than 60 markets, including markets operated by franchisees.

2014 DEVELOPMENT IN BRIEF • Local currency sales increased by 1% • Active consultants amounted to 3.5 million

Oriflame Consultants • Adjusted operating margin was 7.7%

2014 was a year of mixed development in the different regions with continued challenges in many parts of CIS and Europe while strong development in Latin America, Turkey, Africa and Asia. Efficiency measures and price and mix improvements continued to deliver underlying margin improvement however overshadowed by strong currency headwind and lack of leverage on overhead costs.

OPERATIONS PRODUCTION Six production facilities in four countries. GROUP DISTRIBUTION CENTRES Four Group Distribution Centres in four countries.

OFFICES Corporate Offices in Schaffhausen and Fribourg, Switzerland and in Luxembourg Group Support Offices in Dublin, Ireland; New Dehli, India; Prague, Czech Republic; Stockholm, Sweden and Warsaw, PolandIT, finance and HR Service Centers in New Delhi, India; Mexico City, Mexico; Olomouc, Czech Republic; Voronezh, Russia and Warsaw, Poland.

Markets

Sales Active consultants Operating profit

LA 10%

Regional sales 2014 Active consultants 2014

LA 7%

Operating profit 2014

LA 9%

Sales Active consultants Operating profit

Turkey, Africa& Asia 25%

Regional sales 2014 Active consultants 2014

Turkey, Africa& Asia 30%

Operating profit 2014

Turkey, Africa& Asia 27%

Sales Active consultants Operating profit

Regional sales 2014 Active consultants 2014 Operating profit 2014

Page 14: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

12

ORI

FLAM

E IN

FORM

ATIO

N

Financial highlights

FINANCIAL ACHIEVEMENTS Q1 2015 • Local currency sales increased by 1% and Euro sales decreased to by 6% to €307.8m (€327.2m).• 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).

* Adjusted for restructuring costs €0.4m in the first quarter 2014

KEY FIGURES€ million unless stated otherwise Q1 2015 Q1 20141) Year end 20142)

Sales 307.8 327.2 1,265.8Gross margin, % 67.8 68.5 68.4EBITDA 23.0 29.4 122.9Operating profit 17.2 22.6 94.7Operating margin, % 5.6 6.9 7.5Adj. operating profit 17.2 23.1 97.8Adj. operating margin, % 5.6 7.0 7.7Net profit 11.2 11.5 37.5Adj. net profit 11.2 12.0 47.03)

Return on capital employed, ROCE, % – – 19.9Return on operating activities – – 21.8Cash flow (used) from operating activities 24.1 16.9 90.0Cash flow from operating activities, per share, € 0.43 0.30 1.62Equity/assets ratio, % 20.6 22.2 20.2Net interest bearing debt 264.7 270.4 245.4Net interest bearing debt / EBITDA 2.3 1.7 1.6Interest cover 3.4 5.6 5.4Adj. EPS, diluted, € 0.20 0.22 0.753)

Active consultants, ‘000 3,429 3,481 3,473Sales per active consultant, € 90 94 362Average number of full-time equivalent empolyees 6,763 7,375 7,340

1) Adjusted for restructuring costs of €0.4m.

2) Adjusted for restructuring costs of €3.1m.

3) Adjusted for additional non-recurring tax items of €6.4 m.

CIS 47% (48)

Sales force 2014

Latin America 7% (6)

TAA 30% (28)

Europe 16% (18)

CIS 43% (53)

Regional adjusted operating profit 2014

Latin America 9% (8)

TAA 27% (19)

Europe 21% (20)

Skin Care 23% (21)

Sales by product category 2014

Accessories 9% (10)

Wellness 6% (5)

ColourCosmetics24% (24)

Fragrances 20% (20)

Personal & Hair Care 18% (20)

CIS 44% (50)

Regional sales 2014

Latin America 10% (8)

TAA 25% (21)

Europe 21% (21)

Page 15: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

13

ORI

FLAM

E IN

FORM

ATIO

N

Corporate governance of the new group

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 Swiss company law (mainly regulated in the Swiss Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations) 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 respon-sible for ultimately managing the company’s business. For a comparison with the corporate governance for OCSA under Luxembourg rules and regulations, please refer to the corporate governance report included in the 2014 annual report for OCSA.

SWEDISH CORPORATE GOVERNANCE CODEOHAG 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 circum-stances, provided they report every deviation, describe the alternative solution and explain the reasons why. OHAG may have to deviate from parts of the Swedish Code, since OHAG is a Swiss company, subject to Swiss laws and regulations. Please be referred to the Offer Document for more information about the deviations that OHAG expect from the Swedish Code due to the fact that OHAG is a Swiss company.

GENERAL MEETINGSThe supreme governing body of a Swiss stock corporation is the gener-al meeting. The general meeting is normally convened by the board of directors. Extraordinary general meetings may be convened as and when required by the board of directors, the auditors and liquidators. Further-more, extraordinary general meetings shall be convened 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 aggre-gate at least 10 percent of the share capital. Furthermore, shareholders together representing shares with a nominal value of CHF 1,000,000 may demand that an item be placed on the general meeting agenda. 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 Euroclear 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. 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.

Notice to attend a general meeting shall always take place through an announcement in the Swiss Official Gazette of Commerce (the equivalent to the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar)). Moreover, OHAG envisages to publish a short notice to attend a general meeting in a daily Swedish newspaper. The notice to attend shall be published not later than 20 calendar days prior to the general meeting. The notice to attend will also be published on OHAG’s website.

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. Members of the board are appointed for a period up until the end of the next annual general meeting.

COMMITTEESOHAG has an audit committee (the “OHAG Audit Committee”) which 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 OHAG’s and Oriflame’s accounting, financial reporting and internal control as well as financial risk exposure and risk management. It fur-thermore reviews the work of the auditors. Based on their reviews, the OHAG Audit Committee prepares proposals for resolutions, subject to final approval by the board of directors.

In addition and as per mandatory Swiss law, OHAG will have a remu-neration committee (the “OHAG Remuneration Committee”). The OHAG 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 proposals to the general meeting regarding the compensation of the board of directors and exec-utive management. Following the general meeting of OHAG on 19 May 2015, the OHAG board established a nomination committee among its members (the “OHAG Nomination Committee”). The OHAG Nomination Committee will consult with among others, OHAG’s 5 largest sharehold-ers. The OHAG Nomination Committee prepares the proposals to the board of the board members, the Chairman, the members of the OHAG Remuneration 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.

EXTERNAL AUDITORSOne or more natural persons or legal entities or partnerships may be appointed as external auditor. 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.

Page 16: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

14

ORI

FLAM

E IN

FORM

ATIO

N

SHAREHOLDER’S RIGHT TO INSTIGATE A SPECIAL AUDIT ACCORDING TO SWISS LAWAny shareholder may request the general meeting to have specific mat-ters clarified by means of a special audit, where this is necessary 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 appointment of a special auditor. Where the general meeting rejects the motion, shareholders in 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 articles of association and thereby harmed the company or the shareholders.

SHAREHOLDER PRE-EMPTIVE SUBSCRIPTION 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 directors to carry out share capital increases). Every shareholder is entitled to the proportion of the newly issued shares that corresponds 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. 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 RULESA compulsory purchase of minority shares may be effectuated through a merger in accordance with Article 8 of the Swiss Merger Act. Provided that 90 percent of the shares conferring voting rights in the transferring company accept, the merger may be effected whereby the minority shareholders are only offered a compensation payment. Upon listing of the shares of OHAG on Nasdaq Stockholm, any public takeover offer for OHAG will be regulated by the Swedish Stock Market (Takeover Bids) Act (2006:451) (the “Swedish Takeover Act”) and the Swedish Takeover Rules. However, the mandatory bidding rules that follow from the Swedish Takeover Act are only applicable to Swedish listed companies and are therefore not applicable to OHAG.

CHALLENGING RESOLUTIONS BY THE GENERAL MEETING ACCORDING TO SWISS LAWEvery shareholder may challenge resolutions of the general meeting which violate the law or the articles of association by bringing action against OHAG before the court. 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 under certain circumstances. 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 man-aging 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.

Page 17: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

15

ORI

FLAM

E IN

FORM

ATIO

N

Risk factors

RISKS RELATED TO ORIFLAME AND THE INDUSTRY• Oriflame conducts operations in the cosmetics industry. The general

demand for cosmetics are to a great extent dependent on the global economic climate and the market conditions of each region. The market conditions of the various regions such as the changes in a country’s or region’s political, legal or economic conditions, could have a material adverse effect on Oriflame’s business, financial conditions and results of operations.

• The industry, in which Oriflame operates, is greatly exposed to compe-tition and, occasionally, decline in sales and profits. Suppliers of cosmetic products must be able to react quickly to trends, economic conditions, and discount pricing strategies in order to maintain their market posi-tions. Consumer spending on cosmetic products is closely linked to general economic conditions and the availability of personal discretionary income. Any material decline in the consumers’ discretionary spending on cosmetics products would have a material adverse effect on Oriflame’s business, financial condition and results of operations.

• A significant percentage of Oriflame’s historical sales growth has been attributable to the Company’s expansion into new markets and Ori-flame will continue to be dependent on expansions into new markets. Oriflame’s operations in the CIS region account for a significant part of Oriflame’s sales and profits. The CIS region is however subject to exten-sive risks associated with the economic, political, legal and business envi-ronment, where legal and political landscapes may change unexpectedly.

• Operating in more than 60 countries worldwide entails risks associated with market conditions, financial and tax aspects and complex circum-stances due to the laws in such markets, including provisions of labor, tax and corporate laws applicable to Oriflame’s operations. 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. Because of these circumstances, there is a risk that when actions are scrutinized by local authorities, such actions

could interpreted as inconsistent with local laws, which could have a material adverse effect on Oriflame business, financial condition and results of operations.

• 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.

• In addition, some of the local sales companies within Oriflame are not wholly-owned by Oriflame. Oriflame may not be able to assert control over any such subsidiary or not be able to realize the rights granted under applicable agreements and understandings.

• Oriflame is dependent on Oriflame consultants for substantially all of its sales. The loss of key high-level consultants could adversely impact the growth and the performance of the distribution network and, as a result, Oriflame’s sales.

• Oriflame is dependent on certain suppliers in order to maintain its operations. Incorrect, delayed or non-deliveries from suppliers could result in reduced sales and could also have an adverse impact on Ori-flame’s earnings and customer relationships. Oriflame could be exposed to product liability or recall claims in the event that any deficiencies in Oriflame’s products are discovered, resulting out of inappropriate usage or other circumstances.

• Oriflame is dependent on its own and third-party manufacturing facilities, which exposes Oriflame to possible unscheduled downtime, equipment breakdowns, power failures, natural disasters or any other causes, which could have a material effect on Oriflame’s business, financial condition and results of operations.

• Sales of Oriflame’s products depend to a significant extent upon brand recognition and the goodwill associated with the Company’s trademarks and trade names. Oriflame is dependent on certain intellectual property rights and any third-party infringement could have an adverse effect on the Company’s business and financial condition.

• A substantial part of Oriflame’s orders are placed through Oriflame’s

Apart from other information contained within this Information Brochure the following risk factors shall be carefully considered by the shareholders and investors upon considering potential actions in relation to the Offer. 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. For full version of these risk factors see sec-tion “Risk factors” in the Offer Document. Shareholders and investors are encouraged to read the risk factors in their entirety.

Page 18: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

16

ORI

FLAM

E IN

FORM

ATIO

N

webpage. Any system failures in Oriflame’s information technology sys-tems could negatively impact Oriflame’s sales and operations.

• Oriflame is further dependent on certain key personnel. The loss of any of Oriflame’s key employees could obstruct Oriflame’s operations and seriously affect its business.

• Oriflame is dependent on certain financial circumstances, such as the rate of inflation, receiving or acquiring financing at favorable terms via external credit institutions and credit risks due to any counterparty’s economic instability or misconduct. Furthermore, interest rates and risks associated with the acquiring of capital as well as currency risks may also have adverse effects on Oriflame’s financial position.

• Oriflame is exposed to foreign currency risk such as translation exposure, transaction exposure and strategic exposure.

• Failure to comply with laws and regulations relating to e.g. the environ-ment, including air emissions, water discharges, waste management and workplace safety, specifically in those places where Oriflame’s manu-facturing facilities are located, could result in fines and other sanctions.

• Regardless of whichever unforeseeable course of events, being related to e.g. the environment, product liability or manufacturing issues, Ori-flame may not be able to recover the full amount from the insurer at times of external risks.

RISKS RELATED TO THE OFFER AND THE OHAG SHARES• There is a risk that the listing of the OHAG shares issued as consideration

for SDRs of OCSA will not occur if not all necessary approvals for the listing are obtained.

• The future pricing of the OHAG share may be incorrect or misleading, compared to the underlying value of the business.

• There is a risk that no dividends are paid in the years ahead.

• The 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 the 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 the OHAG shares until the listing has been completed.

• OHAG’s shares are registered with both Euroclear Sweden AB and the central securities depositary in Switzerland, SIX SIS AG, which could lead to certain logistical and technical difficulties for shareholders.

• Shareholders, who are resident or registered outside of Switzerland and Sweden, may not be able to exercise their pre-emptive rights in respect of the OHAG shares in any future offerings under special circumstances.

• Certain shareholders may 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.

Page 19: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

17

ORI

FLAM

E IN

FORM

ATIO

N

Definitions

OCSA, 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.

ORIFLAME The 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 the Offer Document.

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

THE OFFER DOCUMENTThe Offer document and prospectus. You can find the Offer document and prospectus on the Company’s corporate website investors.oriflame.com under the heading “Share-for-share exchange offer” and at www.sebgroup.com/prospectuses.

SDRSSwedish depository receipts of OCSA, traded on Nasdaq Stockholm.

Page 20: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

18

ORI

FLAM

E IN

FORM

ATIO

N

Tax matters in Sweden, Switzerland and Luxembourg

SWEDENBelow is a short version of the summary of certain Swedish tax issues related to the Offer for private individuals and limited liability companies that are residents of Sweden for tax purposes (unless otherwise stated) and that hold shares in OCSA (for the purpose of this summary any ref-erences to shares in OCSA applies also to SDRs in OCSA). For the full summary, including information on the statutory cross-border merger, please refer to the Tax section of the Offer Document. This summary is based on current legislation in Sweden and is intended to provide general information 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-deduct-ible 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 resi-dent 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 during the calendar year of disposal or the ten calendar years preceding the year of disposal;

• transactions in other currencies than SEK,

• foreign companies conducting business through a permanent establish-ment 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 shareholder 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 including the applicability and effect of foreign tax legislation (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. However, 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 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 require-ment, 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. For information on the taxation of a subsequent disposal of OHAG shares, please refer to the Tax section of the Offer Document.

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 determination 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. For information on the taxation of such disposal, please refer to the Tax section of the Offer Document.

Page 21: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

19

ORI

FLAM

E IN

FORM

ATIO

N

TAXES OF OHAG SHAREHOLDERS FOLLOWING COMPLETION OF THE OFFERTAXATION OF DIVIDENDS FROM OHAGPrivate individuals holding shares in OHAGFor private individuals resident in Sweden for tax purposes, dividends are taxed in the capital income category. The tax rate in the capital income category is 30 percent. This also applies for dividends from the Capital Contribution Reserves of the OHAG shares under Swiss rules.

For private individuals resident in Sweden for tax purposes, a prelim-inary 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 corporation. 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 Contribution 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, shareholders who are tax resident in Sweden have the right to recover tax at a rate of 20 percent in Switzerland, through an administrative refund procedure, resulting in an effective taxation at source in Switzerland at a rate of 15 percent, see further in the Offer Document. 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.

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.

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 percent, 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 taxation 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.

LIMITED LIABILITY COMPANIES HOLDING SHARES IN OHAGFor limited liability companies (Sw. aktiebolag) all income, including divi-dends, 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 Switzerland. According to the tax treaty between Sweden and Switzerland, 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 Swit-zerland 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. 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, provided certain conditions are met. Alternatively, the foreign tax may be deducted by the recipient as an expense.

CAPITAL CONTRIBUTION RESERVE OF THE OHAG SHARESNote that the Capital Contribution Reserve of the OHAG shares, from which dividends may be distributed without any Swiss withholding tax, can be estimated to last for 5 to 10 years. During that period of time, any dividend is subject to Swedish tax only. For more information on the calculation and assumptions, please refer to the Tax section in the Offer Document.

SWITZERLANDBelow is a short version of the summary of certain tax issues which may arise in connection with the Offer. For the full summary, including informa-tion on the statutory cross-border merger, please refer to the Tax section of the Offer Document. 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 general 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. Special rules that are not discussed in the general descriptions below may also apply to you. Nor is the summary intended to constitute any substitute 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 Switzerland as in effect on the date of the 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 benefi-cial owner of OCSA shares, or, after the completion of the reorganization, OHAG shares, that for Swiss federal income tax purposes is:

• an individual resident of Switzerland or otherwise subject to Swiss tax-ation (“Swiss Individual Shareholder”); or

• a corporation or other entity taxable as a corporation organized under the laws of Switzerland (“Swiss Corporate Shareholder”);

Page 22: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

20

ORI

FLAM

E IN

FORM

ATIO

N

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.

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 (Ger. Privatvermögen).

Generally, the Exchange of Shares in OCSA against shares in OHAG should not be subject to Swiss federal, cantonal nor communal income tax for Swiss Individual Shareholders who hold the shares in OHAG as business assets (Ger. 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 TAX According to an advance ruling issued by the Swiss Federal Tax Authority, the Exchange of Shares in OCSA against shares in OHAG does not trig-ger any federal withholding tax consequences (Ger. 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 trig-ger any federal transfer stamp tax (Ger. Umsatzabgabe; “Transfer Stamp Tax”) and issuance stamp tax (Ger. 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 shareholders 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 contribution reserves (Ger. Reserven aus Kapitaleinlagen; “Capital Contribution Reserves”) are however in principal not subject to Withholding Tax (Ger.Kapitaleinlageprinzip). Through the exchange of shares in the course of the Offer, the Capital Contribution Reserve can be estimated to increase by CHF 525.1–787.6 million1). For more information on the calculation and assumptions, please refer to the Tax section in the Offer Document. 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 With-holding Tax under any applicable tax treaty. The procedures for claiming treaty refunds (and the time frame required for obtaining a refund) may differ from country to country. Switzerland has entered into bilateral trea-ties for the avoidance of double taxation (including a Savings Agreement with the European Union) with respect to income taxes with numerous countries, including Sweden and Luxembourg, whereby under certain circumstances all or part of the Withholding Tax may be refunded. Swiss

shareholders will, in principle, be entitled to full exemption, 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 repurchase price that is attributed to the par value of the shares repurchased 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 value 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 connection with stock incen-tive plans, convertible debt or other instruments within certain periods, will generally not be subject to the Withholding Tax provided the threshold of 10 percent (or, in certain 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 com-munal 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 Individual Shareholders who hold the shares in OHAG as private assets (Ger. Privatvermögen), a repayment of the nominal amount and dividends from Capital Contribution Reserves are tax exempt.

WEALTH TAX ON OHAG SHARESSwiss Individual Shareholders are obliged to report the shareholdings in OHAG as part of their taxable wealth and will be liable for cantonal and communal wealth tax (Ger. Vermögenssteuer), 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.

For information on the taxation of a subsequent disposal of OHAG shares, please refer to the Tax section of the Offer Document.

LUXEMBOURGBelow is a short version of the summary of certain tax issues which may arise in connection with the Offer. For the full summary, including information on the statutory cross-border merger, please refer to the Tax section of the Offer Document. 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 considered by a potential investor in relation to the Offer, nor is the summary intend-ed to constitute any substitute for legal or tax advice. Hence, potential

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.

Page 23: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

21

ORI

FLAM

E IN

FORM

ATIO

N

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.

The summary does, inter alia, not cover situations where securities are held by a partnership, 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 as well as any foreign exchange result deriving from the Offer.

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. For information on the taxation of a subsequent disposal of OHAG shares and potential net wealth tax, please refer to the Tax Section of the Offer Document.

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 (speculative gains), capital gains should normally be subject to taxation 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 shareholding is significant when the transferor has owned, directly or indirectly, alone or together with his/her spouse/partner 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 tax-able capital gains derived by Luxembourg resident shareholders who are registered with the Luxembourg social security.

CORPORATIONS HOLDING SHARES IN OCSA Generally, following the Offer, any capital gain realized by Luxembourg 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 dividends distribution.

TAXATION OF OHAG SHAREHOLDERS FOLLOWING THE COMPLETION 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 sharehold-ers, 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 dis-tributable reserves, the nominal capital repayment would unlikely be treat-ed 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 satisfied.

Where repayments of share capital and Capital Contribution Reserves take place in presence of serious economic reasons and in absence of dis-tributable reserves, the nominal capital repayment would unlikely be treat-ed 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, shareholders who are tax resident in Luxembourg 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.

PRIVATE INDIVIDUALS HOLDING SHARES IN OHAGDividend income deriving from OHAG should be fully taxable in Luxem-bourg 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. Provided certain conditions are satisfied, a 50 percent tax exemption on gross income deriving from dividends should be applicable.

Assuming that OHAG and the Luxembourg individual shareholder qualify under Article 23 1. b) of the Luxembourg-Switzerland 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).

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 shareholder qualify under Article 23 1. b) of the Luxembourg-Switzerland 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 Switzerland).

Provided certain conditions are satisfied, tax exemption may apply on dividend received from OHAG by the corporate shareholders resident in Luxembourg.

2) Same sex marriage is recognized in Luxembourg as from 01.01.2015

Page 24: TO SHAREHOLDERS IN ORIFLAME · OM NOMTON This information brochure has been distrib - uted to all holders of Swedish depository receipts in Oriflame Cosmetics S.A. with known addresses

For more information contact:Johanna Palm, Senior Director Investor Relations & Finance Projects

[email protected] Phone: +46 8 586 326 72