Swedish code of corporate governance

Oriflame complies with applicable areas of the Swedish Code of Corporate Governance.

Comply or explain

OHAG intends to deviate from the Swedish Code concerning the nomination of board members, chair of the general meeting and auditors. Swiss company law stipulates that OHAG's board of directors shall nominate the chairman of the board, board members and the external auditor as well as appoint the chair of the general meeting. OHAG however intends to have a nomination committee constituted among the board members but which shall consult with among others, OHAG's 5 largest shareholders. The Nomination Committee prepares the proposals of the board, the Chairman and the auditors that are to be put forward by the board of directors to the annual general meeting for election. As is the current practice in OCSA, the nomination committee will continue not to make any recommendation on auditor's remuneration, as under Swiss law, the remuneration of the auditors is not a shareholders decision. The nomination shall be included in the notice of the annual general meeting published in the Swiss Official Gazette of Commerce. Further, for a transitional period, the CFO of the Oriflame Group, Gabriel Bennet, will be appointed as new board member for OHAG meaning that Oriflame will not comply with the rule in the Swedish Code that no more than one board member may be a member of the executive management of Oriflame. The reason why Gabriel Bennet is appointed as board member is for handling certain administrative Swiss matters related to the Offer on behalf of the board of OHAG. OHAG's general meetings will be hosted in English and neither in the German nor in the Swedish language. As it is a Swiss company, the location for the general meetings of shareholders will be in Switzerland. Furthermore, Swiss law stipulates that the members of the remuneration committee are to be appointed by the general meeting from amongst the members of the board. OHAG is also bound to deviate from the Swedish Code concerning the shareholders' influence on share and share-price related incentive schemes for the executive management, as under Swiss law the arrangement of such schemes is one of the inalienable powers of the board. However, shareholders will still have considerable influence on remuneration issues in OHAG: both the approval of conditional share capital increases which are usually used to create shares for incentive schemes as well as of the aggregate amount of compensation (both fix and variable remuneration, independently whether paid out in cash or shares) for the board and the executive management lies within the discretion of the general meeting. Compliance with the remaining provisions of the Swedish Code will be ensured with the implementation of organizational rules and charters by the board.