Time and place
The Annual General Meeting ("AGM") of Oriflame Cosmetics S.A. (the"Company") in relation to items 1 to 15 of the agenda below will be
held at the offices of Wildgen & Partners, 69 Boulevard de la
Pétrusse, L-2320 Luxembourg on 21 May 2007 at 11 a.m. The
Extraordinary General Meeting ("EGM") of the Company in relation to
items 16 to 17 of the agenda below will be held at the same place as
the AGM immediately after the closing of the AGM.
Agenda
1. Approval of the Nomination Committee's proposal that Brian
Bellerose will be chairman of the AGM and EGM;
2. Reading of the report of the Board of Directors relating to
conflicting interests of directors;
3. Approval of the reports of the Board of Directors and of the
independent auditor ("réviseur d'entreprises") relating to the
accounts of the Company as at 31 December 2006;
4. Approval of the balance sheet and of the profit and loss statement
of the Company as at 31 December 2006 and of the Consolidated
Accounts as at 31 December 2006;
5. Allocation of results for the financial year ending 31 December
2006 whereby the Board has proposed that the profit for the financial
year 2006 will be carried forward;
6. Presentation of the work of the Board of the Directors and the
Board committees;
7. Discharge to the directors and the independent auditor ("réviseur
d'entreprises") in respect of carrying out their duties during the
financial year ending 31 December 2006;
8. Statutory elections including election of the Chairman of the
Board.
8.1. The Nomination Committee (Carlos von Hardenberg (Templeton), Per
Hesselmark (Stichting af Jochnick Foundation), Robert af Jochnick,
Åsa Nisell (Swedbank Robur), Carl Rosén (2nd AP-Fund), together
representing more than 30 per cent of the number of votes and shares
in the Company) has proposed re-election until the end of the next
AGM of Lennart Björk, Magnus Brännström, Jonas af Jochnick, Robert af
Jochnick, Helle Kruse-Nielsen and Christian Salamon, and also that
Marie Ehrling, Lilian Fossum and Alexander af Jochnick will be
elected as new Board members for the same period. Bodil Eriksson and
Kim Wahl have declined re-election. Marie Ehrling's previous
positions include being CEO of TeliaSonera Sverige AB (2003-2006).
She is currently board member of Nordea Bank AB, Securitas AB, Centre
for Advanced Studies of Leadership at Handelshögskolan in Stockholm
and World Childhood Foundation. Lilian Fossum worked for the
Electrolux Group from 2000 to 2007, most recently as Vice President
of HR and Organisational Development. She is currently board member
of Holmen AB and Åhléns AB. Alexander af Jochnick was employed by
Oriflame from 1999 to 2007 as business development manager. Prior to
that he worked as a consultant for Boston Consulting Group. Alexander
af Jochnick is currently a member of the board of Cibes Lift AB.;
8.2. Approval of the Nomination Committee's proposal that Robert af
Jochnick will be re-elected Chairman of the Board;
8.3. Approval of the Nomination Committee's proposal to appoint KPMG
Audit S.à r.l., with registered offices at L-2520 Luxembourg, 31
allée Scheffer, registered with the Luxembourg Trade Register under
number B 103590 as independent auditor ("réviseur d'entreprises") in
replacement of Mr. Marc Hoydonckx;
9. Approval of the Board of Directors' proposal that the Company
shall continue to have a nomination committee ("Committee") and
approval of the proposed procedure for appointment of the members of
the Committee whereby the Board proposes:
that there shall exist a Committee to prepare and make proposals to
the AGM regarding the election of the Chairman of the AGM, Chairman
of the Board of Directors, Directors and, if applicable, auditors, as
well as the Board of Directors' fees;
that the Chairman of the Board of Directors shall convene the five
largest shareholders of the Company, as it is known by the Company at
that time, at the end of the third quarter of the year. These
shareholders then have the right to appoint one member each to the
Committee. If any of the five largest shareholders declines its right
to appoint a member of the Committee, or if a member resigns from the
Committee and is not replaced by a new member appointed by the same
shareholder, the shareholder next in size shall be given the
opportunity to appoint a member of the Committee. If several of the
shareholders decline their right to appoint members of the Committee,
no more than the eight largest shareholders need to be contacted. The
Committee should be chaired by one of its members. No more than two
of the Committee's members should also be members of the Board of
Directors. If any of the shareholders having appointed a member to
the Committee sells a not insignificant part of its shares in the
Company and ceases to qualify as a large shareholder with rights to
appoint a member to the Committee, the respective member should
resign from the Committee, and a new member should be appointed by
the shareholder next in size. The chairman of the Board of Directors
shall, as part of the Committees' work, present any matters regarding
the Board of Directors' work that may be of importance for the
Committee's work, including an evaluation of the work of the Board of
Directors and the requirements and skill set to be represented by the
Directors, to the Committee;
that individual shareholders shall have the possibility to give
suggestions regarding members of the Board of Directors to the
Committee for further assessment within its scope of work;
that information regarding the composition of the Committee shall be
made public at least six months before the annual general meeting;
that the Committee shall have the right to charge the Company costs
for recruitment consultants, if it is deemed necessary to get an
adequate selection of candidates for members of the Board of
Directors;
10. Approval of Nomination Committee's proposal regarding directors'
and committee fees. The Nomination Committee has proposed directors
and committee fees totalling EUR 282,500 to be allocated as follows:
EUR 62,500 to the Chairman of the Board, EUR 25,000 to each
respective remaining non-executive director, EUR 10,000 to each
member of the Audit Committee and EUR 5,000 to each member of the
Remuneration Committee;
11. Approval of the Board of Directors' proposal on principles of
remuneration and other terms of employment for members of the
Executive Committee and other senior Executives. The Board of
Directors proposal for principles of remuneration and other terms of
employment for members of the Executive Committee and other
Executives entails in essence that Oriflame shall offer competitive
salaries according to position and market in order to attract and
retain the best individuals for the positions and that remuneration
shall consist of the following items:
(i) Fixed base salary: The members of the Executive Committee and
other Executives shall be offered fixed salaries that are competitive
and which are based on the respective individual's responsibilities
and performance;
(ii) Variable compensation: Oriflame allocates 16 per cent of any
increase to operating profit to profit sharing to be shared among the
top 60 Executives. The allocation is according to position and flexed
according to performance in the year. Moreover Oriflame has a Share
Incentive Plan which covers the top 150 Executives and Managers. Each
year the individuals are invited to invest in a number of shares at
the current market price ("Investment Shares"). In return for this
they will receive between 0 and 4 free shares in three years time
("Achievement Shares"), depending on the increase of operating
profit.
(iii) Pensions: Members of the Executive Committee are offered
pension benefits that are competitive in the country where the
individual is resident. Oriflame pays pensions into an independent
defined contribution scheme. In addition, Oriflame has defined
contribution schemes for some of the employees in compliance with
pension requirements in the countries in which the Company operates.
(iv) Non-monetary benefits: Members of the Executive Committee and
certain other Executives are entitled to customary non-monetary
benefits such as company cars and company health care. Moreover,
certain individuals may be offered company housing and other benefits
including school fees.
The proposal corresponds with the principles adopted at the 2006 AGM
and EGM.
12. Approval of the Board of Directors' resolution that a dividend
distribution of EUR 1.01 per share (or the Swedish Krona equivalent
per Swedish Depository Receipt) shall be paid in cash out of the
profits of the financial year ended 31 December 2003 and that 24 May
2007 shall be the record date in respect of such dividend. The
payment of cash dividend is expected to occur through VPC AB on 29
May 2007;
13. Approval of the Board of Director's report describing the results
of the redemption programme of the Company ended on July 3, 2006 and
the related financing method;
14. Approval of the part financing of the redemption programme of the
Company ended on July 3, 2006 by using the share premium account of
the Company;
15. Approval of the transfer of 109,908 shares redeemed by the
Company to the employees of the Company under the 2005 Share
Incentive Plan;
16. Amendment of the second sentence of Article 12 of the Articles of
Association of the Company whereby:"The numbers of directors shall be not less than 3 nor more than 8."
shall be replaced with:"The numbers of directors shall be not less than 3 nor more than 10."
17. Information relating to the cost calculation of the 2005 Share
Incentive Plan for allocations of Investment Shares during the year
2007;
18. Miscellaneous
Notice to shareholders
Shareholders who wish to attend the AGM and EGM must:
i. be registered as shareholders in the share register of the Company
on 11 May 2007
ii. notify the Company of their intention to attend the AGM
and EGM no later than 5 p.m. on 14 May 2007
Shareholders who are able to prove that they are registered
shareholders of the Company as at 11 May 2007 may attend the AGM and
EGM.
Shareholders who wish to attend the AGM and EGM must give notice of
intention to attend by sending attendance cards (available on
www.oriflame.com under the heading "Attendance Cards for
Shareholders") to the registered address of the Company as stated
above of this Convening Notice or by fax (+352 26 20 32 34). They
may also send the attendance card by email to the Company at
corporate.governance@oriflame.be or they may deliver the attendance
card personally to a Company representative at the Shareholders Day
held at 5 p.m. on 25 April 2007 in Stockholm. All attendance cards
must be received by the Company no later than 5 p.m. on 14 May 2007.
The attendance card must be completed in full and signed.
Holders of bearer shares wishing to attend and vote at the AGM and
EGM in person or by proxy must deposit their bearer shares at the
Company's registered offices no later than 5 p.m. on 14 May 2007 and
shall obtain a receipt from the Company confirming such deposit.
Neither a holder of bearer shares nor his or her proxy shall be
permitted to attend or vote at the AGM and EGM except upon delivery
at the meeting of the receipt confirming such deposit.
Shareholders may vote by proxy. Proxy cards (available on
www.oriflame.com under the heading "Proxy Cards for Shareholders")
must be used. In order to be included in the votes, fully completed
and signed proxy cards must be received by the Company by fax (+352
26 20 32 34) or at the registered address of the Company as stated
above of this Convening Notcie no later than 5 p.m. on 14 May 2007.
Shareholders may also personally deliver fully and completed proxy
cards to a Company representative at the Shareholders' Day held at 5
p.m. on 25 April 2007 in Stockholm.
Please observe that conversion from shares into SDRs and vice versa
is not allowed during the period between 11 May 2007 and 21 May 2007.
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% of the shares authorized
to vote are present or represented at the EGM. 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.
Notice to SDR holders
Holders of Swedish Depository Receipts of the Company ("SDRs") who
wish to attend the AGM and EGM must:
i. be registered in the register kept by VPC AB on 11 May 2007
ii. notify Skandinaviska Enskilda Banken AB (publ) ("SEB) their
intention to attend the AGM and EGM no later than 5 p.m. on 14 May
2007
SDRs are only registered in the name of the holder in the register
kept by VPC AB ("VPC"). SDR holders registered in the name of a
nominee (which may be a broker or a bank) must have their SDRs
registered in their own names in the VPC register to be entitled to
give instructions to SEB to vote at the AGM and EGM. SDR holders who
hold through a nominee should therefore request their nominee to
request a temporary owner registration (so-called voting-right
registration) well ahead of 11 May 2007 if they wish to vote.
SDR holders who are directly registered in the VPC register or who
have a voting-right registration by 11 May 2007 may attend the AGM
and EGM. SDR holders must be able to prove that they are SDR holders
as at 11 May 2007 if they wish to attend.
SDR holders who are directly registered in the VPC register or who
have a voting-right registration by 11 May 2007 who wish to attend
the AGM and EGM must give notice of their intention to attend by
sending attendance cards (available on www.oriflame.com under the
heading "Attendance Cards for SDR Holders") to Skandinaviska Enskilda
Banken AB (publ), SEB Group Operations, Securities Operations, Issue
Department, RB6, 106 40 Stockholm, Sweden. ). They may also send the
attendance card by email to SEB Merchant Bankning at
issuedepartment@seb.se or they may deliver the attendance card to a
Company representative at the Shareholders Day held at 5 p.m. on 25
April 2007 in Stockholm. All attendance cards must be received by
SEB no later than 5 p.m. on 14 May 2007. The attendance card must be
completed in full and signed.
SDR holders who are directly registered in the VPC register or who
have a voting-right registration by 11 May 2007 may vote by proxy.
Voting is not carried out by attending the AGM or EGM in person.
Proxy cards (available on www.oriflame.com under the heading "Proxy
Cards for SDR Holders") must be used. Fully completed and signed
proxy cards must, in order to be included in the votes, be received
by Skandinaviska Enskilda Banken AB (publ), SEB Group Operations,
Securities Operations, Issue Department, RB6, 106 40 Stockholm,
Sweden no later than 5 p.m. on 14 May 2007. Or SDR holders can
personally deliver fully and completed proxy cards to a Company
representative at the Shareholders' Day held at 5 p.m. on 25 April
2007 in Stockholm.
SDR holders that have not given SEB instruction as to the exercise of
the voting rights pertaining to the shares represented by their
respective SDRs at the AGM and EGM by sending/delivering SEB a
completed and signed proxy card, shall be deemed to have instructed
SEB to give a proxy to a person designated by the Company to vote the
shares in the same proportion as all other shares in the Company
represented by SDRs that are being voted for at the AGM and EGM.
However, no such instruction from the SDR holders to SEB shall be
deemed given with respect to any matter where giving such
instructions and/or discretionary proxy would not be permitted by
applicable law.
Please observe that conversion from SDRs into shares and vice versa
is not allowed during the period between 11 May 2007 and 21 May 2007.
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% of the shares authorized
to vote are present or represented at the EGM. 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.
__________
Luxembourg in April 2007
Oriflame Cosmetics S.A.
The Board of Directors
The press release can also be downloaded from the following link:
Convening Notice of Annual General Meeting and Extraordinary General Meeting of Oriflame Cosmetics S.A. Société anonyme Registered Office: 20, rue Philippe II, L-2340 Luxembourg RCS Luxembourg B 8835
| Source: Oriflame Cosmetics S.A.
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