In accordance with Oriflame's Articles of Association, the Annual General Meeting of Oriflame shall be held on 19 May of each calendar year, or the next following weekday should 19 May be a holiday. Notice to convene the Annual General Meeting shall be submitted by Oriflame at the earliest six and at the latest four weeks before the meeting.
At Annual General Meetings, being Oriflame's highest decision making forum, resolutions are passed with respect to adoption of the income statement and balance sheet as well as the consolidated income statement and balance sheet, dispositions of Oriflame's profit and loss according to the adopted balance sheet, discharge from liability for the members of the Board of Directors and certain other matters provided by law and the Articles of Association.
A shareholder may attend and vote at Annual General Meetings in person or by proxy. A SDR holder who has duly been registered as such with the Swedish Securities Register Centre (VPC), may vote at the meeting by proxy, yet not in person. An SDR holder wishing to attend the Annual General Meeting must notify Oriflame of his/her intention to attend. The manner in which to notify Oriflame and in which to issue proxy cards is described in the notice convening the Annual General Meeting.
The Annual General Meeting offers shareholders and SDR holders the opportunity to raise matters and questions concerning Oriflame and the results of the year under review, whereby shareholders and SDR holders are entitled to have matters considered at the Annual General Meeting. In accordance with Luxembourg law, shareholders and SDR holders holding individually or collectively at least five per cent (5%) of the issued share capital of the Company have the right to put items on the Agenda of the AGM and EGM and to table draft resolutions for items included or to be included on the Agenda of the AGM and EGM. These rights shall be exercised upon written requests of the shareholders and SDR holders submitted to the Company by postal services at the registered address of the Company or by email (email@example.com). The requests shall be accompanied by a justification or a draft resolution to be adopted in the AGM and EGM and shall include the electronic or mailing address at which the Company can acknowledge receipt of these requests. The requests from the shareholders and SDR holders shall be received by the Company at the latest 22 days before the general meeting.
The AGM can be validly held without any specific quorum and resolutions shall be validly adopted at the AGM if approved by a majority of the shares present or represented and authorized to vote. The EGM is only validly held if at least 50 per cent of the shares authorized to vote are present or represented at the EGM. If the quorum is not reached at the first EGM, a second meeting may be convened at which no quorum requirement shall apply. Resolutions shall be validly adopted at the EGM if approved by a qualified majority of at least 2/3 of the shares present or represented and authorized to vote.
Shareholders and SDR holders of the Company may obtain a copy of the full, unabridged text of the documents to be submitted to the AGM and EGM (including but not limited to the annual accounts) and of the draft resolutions proposed to be adopted by the AGM and EGM by addressing their request to the Company by email (firstname.lastname@example.org) or by post at the registered office of the Company.