Nomination committee

Swiss company law stipulates that the Company's board of directors shall nominate the chairman of the board, board members and the external auditor as well as appoint the chair of the general meeting, and that a nomination committee can therefore only be constituted among the board members.

Oriflame therefore constitutes its nomination committee among its board members. The nomination committee shall however consult with, among others, the Company's 5 largest shareholders before preparing its proposals.

The nomination committee furthermore does not make any recommendation on auditor's remuneration, as under Swiss law, the remuneration of the auditors is not a shareholders decision.

The nomination proposals are included in the notice of the annual general meeting.

The members of the nomination committee are appointed by the board of directors each year following the annual general meeting. The members of the nomination committee formed in 2016 consist of Alexander af Jochnick and Anders Dahlvig. Anders Dahlvig is chairman of the nomination committee.

In order to reflect the best corporate governance practice among companies listed on the Nasdaq Stockholm Exchange, the nomination committee Charter stipulates that the nomination committee shall consult with, inter alia, the largest shareholders of the company. Such consultation took place in advance of the 2016 annual general meeting, when the nomination committee invited the five largest shareholders of the company to the first nomination committee meeting of the year to consult and agree on their further involvement in the nomination process. The following shareholder representatives have been involved and given their input to the nomination committee in advance of the 2016 annual general meeting: Per Hesselmark (Af Jochnick BV), Per Colleen (Fourth Swedish National Pension Fund) and Øystein Engebretsen (Investment AB Öresund). In addition, the af Jochnick family has been represented at the nomination committee meetings through Alexander af Jochnick.