It is our pleasure to invite all shareholders of Oriflame Holding AG,
Schaffhausen (the Company), to the annual general shareholders’ meeting (the
Annual General Shareholders’ Meeting) which will take place on 17 May 2016 at 10
am CET at the Radisson Blu Hotel, Zurich Airport, Switzerland. The doors will
open at 9.30 am CET.
A. Agenda and Proposals
1. Approval of the Annual Report, the Statutory Financial Statements and the
Consolidated Financial Statements 2015
The board of directors of the Company (the Board of Directors) proposes to
approve the annual report, the statutory financial statements and the
consolidated financial statements 2015.
2. Consultative Vote on the Compensation Report 2015
The Board of Directors proposes to approve, on a consultative basis, the
compensation report for the business year 2015 (pages 44 to 50 of the annual
report).
Explanation: In line with Swiss best practice, the Board of Directors is seeking
shareholders’ approval on the compensation report 2015 on a consultative basis.
3. Appropriation of Available Earnings (Net Loss Carry Forward)
EUR CHF
Accumulated loss brought forward (81,528) (98,960)
Loss for the period (44,596,106) (47,610,803)
Currency conversion reserve (927,577)
To be carried forward (44,677,634) (48,637,340)
The Board of Directors proposes to carry forward the net loss in the amount of
EUR 44,677,634 as shown in the statutory financial statements.
Explanation: Only the statutory financial statements show a net loss while the
consolidated financial statements evidence a profit.
4. Dividend Distribution out of Capital Contribution Reserve
The Board of Directors proposes that (i) CHF 33,000,000 of the Company’s
“capital contribution reserve” (the Capital Contribution Reserve) be released
and allocated to “dividend reserve from capital contribution” (the Dividend
Reserve), (ii) a dividend in the amount of EUR 0.40 per outstanding share of the
Company be distributed out of, and limited at a maximum to the amount of, such
Dividend Reserve and paid in two installments as follows: EUR 0.20 to the
shareholders of record on 15 November 2016 and EUR 0.20 to the shareholders of
record on 15 February 2017, and (iii) any amount of the Dividend Reserve
remaining after payment of the final installment be automatically reallocated to
the Capital Contribution Reserve. Dividend payments shall be made with respect
to the outstanding share capital of the Company on the record date for the
applicable installment, which amount will exclude any shares held by the Company
or any of its direct or indirect subsidiaries.
Capital Dividend
Contribution Reserve
Reserves
EUR CHF EUR CHF
Balance as of 654,381,099 684,619,033 - -
31 December 2015
Proposed release (30,456,853) (33,000,000) 30,456,853 33,000,000
from the Capital
Contribution
Reserve to the
Dividend
Reserve
Balance to be 623,924,246 651,619,033 30,456,853 33,000,000
carried forward
Explanation:
(a) The Board of Directors is seeking shareholder approval of a distribution of
a dividend out of the Capital Contribution Reserve in an aggregate amount of EUR
0.40 per outstanding share of the Company, to be paid in two installments as set
out above. The payment is expected to occur within seven business days following
each dividend record date.
(b) Unlike a dividend out of available earnings, a distribution out of the
Capital Contribution Reserve in the form of a dividend is not subject to Swiss
federal withholding tax.
(c) The dividend payments will be made with respect to the outstanding shares of
the Company on the record date for each applicable installment, however
excluding any shares held by the Company or any of its direct or indirect
subsidiaries. The number of shares eligible for dividend payments may change due
to the repurchase of shares, the sale of treasury shares or the issuance of new
shares, including (without limitation) from the conditional and the authorized
share capital reserved for the employee share incentive plan.
(d) The Board of Directors is proposing that CHF 33,000,000 of the existing
additional paid-in capital (which under Swiss law is referred to as “capital
contribution reserve”) be made available for purposes of the EUR 0.40 dividend
per share by way of a release and allocation to the account “dividend reserve”.
Such allocation is required to be in CHF. Based on the number of shares
outstanding as of 31 December 2015, the amount of the proposed aggregate
dividend would be EUR 22,283,425. Accordingly, the Dividend Reserve of CHF
33,000,000 (EUR 30,456,853 based on the currency conversion rate as of 31
December 2015 of 1.0835 EUR/CHF) exceeds the aggregate dividend amount by about
37%.
(e) The Board of Directors is proposing this excess amount in order to create a
buffer to minimize any risk that i) the further issuance of any new shares after
the date hereof (which shares, to the extent then outstanding, would generally
share in the dividend installments) and ii) any EUR-CHF exchange rate changes
would reduce the EUR amount of the Dividend Reserve available for distribution.
To clarify, the Board of Directors does currently not envisage any further
issuance of new shares before the 2017 annual general shareholders’ meeting
other than the issuance of up to a maximum of 50,000 additional shares to be
used as achievement shares related to the 2013 investments under the Company’s
Share Incentive and Retention Plan, which vests during 2016.
(f) In the unlikely event that, notwithstanding the allocation of this excess
amount to the Dividend Reserve, the Dividend Reserve would be exceeded upon the
occurrence of the payment date for a dividend installment, the Company would be
required under the terms of the proposed shareholder resolution to adjust the
relevant installment downward on a pro rata basis so that the aggregate payments
do not exceed the Dividend Reserve. In any event, the dividend payment will not
exceed a total of EUR 0.40 per share. If the aggregate dividend payment is lower
than the allocation to the Dividend Reserve, the relevant difference will be
allocated back to the Capital Contribution Reserve.
5. Discharge of the Board of Directors and Members of the Executive Management
The Board of Directors proposes to grant discharge to the members of the Board
of Directors and the Company’s executive management (the Executive Management)
for the business year 2015.
6. Elections
6.1. Re-Elections of Existing Board Members
The Board of Directors proposes to re-elect the following members of the Board
of Directors, each for a term of one year ending after completion of the next
annual general shareholders’ meeting:
– Alexander af Jochnick
– Jonas af Jochnick
– Robert af Jochnick
– Magnus Brännström
– Anders Dahlvig
– Anna Malmhake
– Christian Salamon
Explanation: All re-elections are held individually. The curricula vitae of the
current members of the Board of Directors are available in the 2015 annual
report and also on the Company’s website under http://investors.oriflame.com /
Corporate Governance / Board of Directors.
Lilian Fossum Biner and Helle Kruse Nielsen have declined reelection after
serving nine and eleven years, respectively, and will retire from the Board of
Directors at end of the Annual General Shareholders’ Meeting.
The Oriflame Group’s CFO, Gabriel Bennet, was last year appointed as a member of
the Board of Directors in order to, for a transitional period, facilitate the
administration of the recent domicile change of the Oriflame Group from
Luxembourg to Switzerland. As the domicile change was successfully completed in
September 2015, Gabriel Bennet is not proposed for re-election to the Board of
Directors. Gabriel Bennet continues in his role as CFO.
6.2. Elections of New Board Members
The Board of Directors proposes to elect Karen Tobiasen and Mona Abbasi as new
members of the Board of Directors for a term of one year ending after completion
of the next annual general shareholders’ meeting.
Explanation: The elections are held individually.
Karen Tobiasen will bring extensive international HR know-how, business
transformation experience and cultural focus to the Board. She was born in 1965
and holds a BA in Business Economics from Copenhagen Business School, an E*MBA
from SIMI and a Msc in Gestalt psychotherapy from Gestalt Adademin, Stockholm.
Her career includes several executive positions especially within HR and
transformation e.g. with Philips Lighting, SAP EMEA & India and Mercuri Urval.
Karen Tobiasen has no other Board assignments.
Mona Abbasi will bring extensive global consumer insight know-how combined with
strategic product development experience. She was born in 1973 and has
University education from Umeå University, York University Toronto, Stockholm
University as well as University College London, where she wrote a Master's
thesis in Human Geography. She also has additional education from the Stockholm
School of Economics. Mona Abbasi is VP 360 Consumer Experience at Global
Marketing, AB Electrolux since 2008. Her previous career includes executive
positions with Sony Ericsson, Orange, Ericsson and Research International. She
has no other Board assignments.
6.3. Re-Election of the Chairman
The Board of Directors proposes to re-elect Alexander af Jochnick as chairman of
the Board of Directors for a term of one year ending after completion of the
next annual general shareholders’ meeting.
6.4. Election of Members of the Remuneration Committee
The Board of Directors proposes to re-elect Alexander af Jochnick and to elect
Karen Tobiasen as members to the remuneration committee for a term of one year
until the next annual general shareholders’ meeting.
Explanation: Both elections are held individually. As current remuneration
committee member Lilian Fossum Biner has declined reelection as a member of the
Board of Directors, she will need to be replaced as a member of the remuneration
committee as well.
6.5. Re-Election of the Independent Proxy
The Board of Directors proposes to re-elect Dr. Florian S. Jörg, attorney-at
-law, c/o Bratschi Wiederkehr & Buob AG, Zurich, Switzerland, as independent
proxy for a term of one year ending after completion of the next annual general
shareholders’ meeting.
6.6. Re-Election of the Statutory Auditors
The Board of Directors proposes to re-elect KPMG AG (CHE-106.084.881), Zurich,
as the statutory auditors for the business year 2016.
7. Vote on the Compensation of the Members of the Board of Directors and the
Executive Management
7.1. Compensation for the Members of the Board of Directors (Non-Executive
Members)
The Board of Directors proposes to approve the maximum aggregate amount of EUR
410,000 as compensation for the (non-executive) members of the Board of
Directors for the period until the end of the 2017 annual general shareholders’
meeting.
Explanation: The above proposal is based on board and committee fees apportioned
as follows (2015 remuneration in brackets): EUR 70,000 (65,500) to the Chairman
of the Board; EUR 35,000 (29,000) to each non-executive Director of the Board;
EUR 15,000 (10,000) to the chairman of the audit committee, EUR 10,000 (10,000)
to each audit committee member, EUR 10,000 (5,000) for each remuneration
committee member, EUR 10,000 (new) for each nomination and governance committee
member. The proposed fees are considered to be motivated in order to attract and
retain the competence relevant for the Company, and are considered to be in line
with Swedish, and below Swiss, benchmarks relevant for the Company’s industry,
size and complexity. The actual compensation paid to each (non-executive)
member of the Board of Directors during a business year is disclosed in the
respective compensation report governing such business year and is made
available (together with the accompanying audit report) to the shareholders in
accordance with applicable Swiss law.
7.2. Compensation of the Members of the Executive Management
7.2.1. Approval of the Maximum Aggregate Amount of Fixed Compensation
The Board of Directors proposes to approve the maximum aggregate amount of EUR
4,800,000 as fixed compensation for the members of the Executive Management
(incl. any executive member of the Board of Directors) for the period from 1
July 2016 until 30 June 2017.
7.2.2. Approval of the Maximum Aggregate Amount of Variable Compensation
The Board of Directors proposes to approve the maximum aggregate amount of EUR
2,400,000 (such amount includes up to 199,536 registered shares in the Company
with a nominal value of CHF 1.50 each, comprising the maximum amount of
achievement shares that can be awarded under the Company’s 2015 share incentive
program offer, with an aggregate value of EUR 2,286,683) as variable
compensation for the Executive Management (incl. any executive member of the
Board of Directors) regarding their performance during the business year 2015.
Explanation:
(a) The actual compensation paid to the members of the Executive Management
(incl. any executive member of the Board of Directors) during a business year is
disclosed in the respective compensation report governing such business year and
will be made available (together with the accompanying audit report) to the
shareholders in accordance with applicable Swiss law.
(b) The variable compensation of members of the Executive Management (incl. any
executive member of the Board of Directors) consists of (i) Operating Profit
sharing entitlement under the Profit Sharing Plan and (ii) the value of
investment share grants awarded in 2015 under the Company’s share incentive
program. The aggregate value of such grants (EUR 2,286,683) is calculated
according to IFRS methodology and based on the fair value at grant date of EUR
11.46 per investment share and assuming maximum award of 8 achievement shares
per investment share. The actual number of achievement shares to be awarded at
vesting will range between 0 to 8 achievement shares per investment share
depending on the adjusted operating profit development during the investment
period. The actual value of the share entitlement at pay-out on the vesting
dates (during years 2018-2020) may furthermore differ due to share price
fluctuations.
(c) For further details on the Company’s Board and Executive Remuneration,
please refer to the compensation report (pages 44 to 50 of the annual report),
also available under http://investors.oriflame.com / General Meetings.
8. Authorized Capital (Extension of Availability)
The Board of Directors proposes to amend art. 3bis of the Company’s articles of
association (Authorized Share Capital) as follows:
Art. 3bis Art. 3bis
Genehmigtes Authorized Share Capital
Aktienkapital
1 Der Verwaltungsrat 1 The Board of Directors shall be authorized
ist ermächtigt (including in case of a public offer for shares of the
(einschliesslich im Company) to increase the share capital in an amount
Falle eines not to exceed CHF 13,174,326 through the issuance of
öffentlichen Angebots up to 8,782,884 fully paid-in registered shares with a
für Aktien der nominal value of CHF 1.50 per share by not later than
Gesellschaft), 19 June 2017 17 May 2018. Increases in partial amounts
jederzeit bis zum 19. shall be permitted.
Juni 2017 17. Mai 2018
das Aktienkapital im
Maximalbetrag von CHF
13‘174‘326 durch
Ausgabe von höchstens
8‘782‘884 voll zu
liberierenden
Namenaktien mit einem
Nennwert von je CHF
1.50 zu erhöhen.
Erhöhungen in
Teilbeträgen sind
gestattet.
2 Das Bezugsrecht der 2 The pre-emptive subscription rights of the
Aktionäre der shareholders of the Company are withdrawn and revoked
Gesellschaft wird für for up to 2,875,949 fully paid-in registered shares
maximal 2‘875‘949 with a nominal value of CHF 1.50 per share and
Namenaktien mit einem allocated to SEB (as defined hereinafter), acting as
Nennwert von je CHF exchange agent, in the name and for the account of the
1.50 entzogen und SEB holders of Oriflame SDRs (as defined hereinafter), who
(wie nachfolgend accept the Exchange Offer (as defined hereinafter)
definiert), handelnd within (a) potentially extended acceptance period(s),
als Umtauschagent or to François Brouxel (as defined hereinafter),
namens und für acting as exchange agent, in the name and for the
Rechnung der account of the holders of registered shares and bearer
Eigentümer von shares in Oriflame Cosmetics S.A., Luxembourg, who
Oriflame SDRs (wie accept the Exchange Offer within (a) potentially
nachfolgend extended acceptance period(s).
definiert), welche das
Tauschangebot (wie
nachfolgend definiert)
im Rahmen der
allenfalls
verlängerten
Nachfrist(en)
annehmen, oder
François Brouxel (wie
nachfolgend
definiert), handelnd
als Umtauschagent
namens und für
Rechnung der Namen-
und Inhaberaktionäre
der Oriflame Cosmetics
S.A., Luxembourg,
welche das
Tauschangebot im
Rahmen der allenfalls
verlängerten
Nachfrist(en)
annehmen, zugewiesen.
32 Der Verwaltungsrat 32 The Board of Directors is authorized further
ist ferner authorized (including in case of a public offer for
(einschliesslich im shares of the Company) to restrict or deny revoke the
Falle eines pre-emptive subscription rights of shareholders or
öffentlichen Angebots allocate such rights to third parties, also regarding
für Aktien der the authorized capital according to art. 3bis section
Gesellschaft) 2 (to the extent such authorized share capital is no
ermächtigt, das longer required for the purposes of and upon
Bezugsrecht der completion of the execution of the Exchange Offer), if
Aktionäre zu the shares are to be used:
beschränken oder
aufzuheben oder
Dritten zuzuweisen,
auch bezüglich des
genehmigten
Aktienkapitals gemäss
Art. 3bis Abs. 2
(soweit dieses
genehmigte
Aktienkapital im
Rahmen der Abwicklung
und nach Abschluss des
Vollzugs des
Tauschangebotes nicht
mehr benötigt wird),
im Falle der
Verwendung der Aktien:
(a) für die Übernahme (a) for the acquisition of enterprises, parts of
von Unternehmen, enterprises, or participations, or for new
Unternehmensteilen investments, or for the financing or refinancing of
oder Beteiligungen such transactions;
oder für neue
Investitionsvorhaben
oder für die
Finanzierung oder
Refinanzierung solcher
Transaktionen;
(b) für Zwecke der (b) for the purpose of the participation of a
Beteiligung strategic partner or for the purpose of broadening the
strategischer Partner shareholder constituency in certain investor markets
oder zum Zwecke der or in connection with a listing of the shares on
Erweiterung des domestic or foreign stock exchanges, including in
Aktionärskreises in connection with the grant of an over-allotment option
bestimmten to a consortium of banks;
Investorenmärkten oder
im Zusammenhang mit
der Kotierung der
Aktien an inländischen
oder an ausländischen
Börsen, inklusive im
Zusammenhang mit der
Gewährung einer
Mehrzuteilungsoption
an ein
Bankenkonsortium;
(c) für Beteiligungen (c) for the participation of employees or members of
von Mitarbeitern oder the Board of Directors of the Company or of group
Verwaltungsräten der companies;
Gesellschaft oder von
Konzerngesellschaften;
(d) für die rasche und (d) in order to quickly and flexibly raise equity
flexible Beschaffung capital by a share placement, which would be difficult
von Eigenkapital durch to achieve with preferential subscription rights.
eine
Aktienplatzierung,
welche mit
Bezugsrechten nur
schwer möglich wäre.
43 Zeichnung und 43 The subscription and acquisition of the new shares,
Erwerb der neuen as well as each subsequent transfer of the shares,
Aktien sowie jede shall be subject to the provisions of art. 5 of the
nachfolgende Articles of Association.
Übertragung der Aktien
unterliegen den
Bestimmungen gemäss
Art. 5 der Statuten.
54 Der Verwaltungsrat 54 The Board of Directors shall determine the issue
legt den price, the type of payment, the date of issue of new
Ausgabebetrag, die Art shares, the conditions for the exercise of the pre
der Einlagen, den -emptive subscription rights, and the beginning date
Zeitpunkt der Ausgabe for dividend entitlement. In this regard, the Board of
der neuen Aktien, die Directors may issue new shares by means of a firm
Bedingungen der underwriting through a banking institution, a
Bezugsrechtsausübung syndicate or another third party and a subsequent
und den Beginn der offer of these shares to the current shareholders. The
Dividendenberechtigung Board of Directors may permit pre-emptive subscription
fest. Dabei kann der rights that have not been exercised to expire or it
Verwaltungsrat neue may place these rights and shares to which pre-emptive
Aktien mittels subscription rights have been granted but not
Festübernahme durch exercised, at market conditions or use them for other
eine Bank, ein purposes in the interest of the Company.
Bankenkonsortium oder
einen Dritten und
anschliessendem
Angebot an die
bisherigen Aktionäre
ausgeben. Nicht
ausgeübte Bezugsrechte
kann der
Verwaltungsrat
verfallen lassen, oder
er kann diese bzw.
Aktien, für welche
Bezugsrechte
eingeräumt, aber nicht
ausgeübt werden, zu
Marktkonditionen
platzieren oder
anderweitig im
Interesse der
Gesellschaft
verwenden.
Explanation: The proposed amendment to art. 3bis of the Company’s articles of
association (Authorized Share Capital) serves a dual purpose. On one hand, after
the successful exchange offer conducted in 2015 to move the effective seat of
the Oriflame group to Switzerland, the proposed amendment eliminates any now
obsolete references to such exchange offer from the Company’s authorized share
capital. On the other hand, the remaining availability under the existing
authorized capital is kept in order to maintain an adequate flexibility for the
Board of Directors to resolve on capital increases if deemed to be in the best
interest of the Company. For the avoidance of doubt the Board of Directors
currently has no plans to issue any additional shares (other than shares to be
issued as a part of existing and future allocations to Company management under
the Share Incentive and Retention Plan and which share issuances are in
principal covered already by the existing conditional share capital as per art.
3ter).
B. Documentation
The 2015 annual report, consisting of the full business review, the corporate
governance report, the compensation report, the internal control report, the
consolidated financial statements, the statutory financial statements, and the
respective reports of the statutory auditors, is available for inspection by the
shareholders at Oriflame Holding AG’s headquarters (Bleicheplatz 3, CH-8200
Schaffhausen) or on our website under http://investors.oriflame.com / General
Meetings. Printed copies will be distributed to shareholders of record upon
request.
C. Participation and Voting Rights
Shareholders registered with voting rights in the share register as of the close
of business on 10 May 2016, will be authorized to participate and to vote at the
Annual General Shareholders’ Meeting. From 10 May 2016 up to and including 17
May 2016, no entries will be made in the share register which would create a
right to vote at the Annual General Shareholders’ Meeting. Shareholders who sell
part or all of their shares before the Annual General Shareholders’ Meeting are
no longer entitled to vote to that extent. Such shareholders are required to
exchange their admission card and voting material to reflect the change in their
shareholding.
Shareholders who wish to participate or be represented at the Annual General
Shareholders’ Meeting may either download the registration form via our website
http://investors.oriflame.com or request a physical copy by e-mail to
generalversammlung@sag.ch. The registration form should be completed and
returned by mail or e-mail to the following address: SIX SAG AG, Oriflame
Holding AG, Postfach, 4609 Olten, Switzerland; e-mail: generalversammlung@sag.ch
as soon as possible and ideally no later than 10 May 2016. Upon receipt of their
registration form shareholders will be provided with an admission card and
voting material (including proxy form) for the Annual General Shareholders’
Meeting.
Shareholders (i) whose shares are registered in accordance with the Articles of
Association of the Company in a securities register in accordance with the
Swedish Financial Instruments Accounts Act (1998:1479) or otherwise in
accordance with Swedish law and (ii) who hold such shares through a nominee
must, in order to be entitled to attend and vote (in person, representation by
proxy or by the Independent Proxy) at the Annual General Shareholders’ Meeting,
temporarily register the shares in their own name. For the shares to be re
-registered in time, such shareholders should instruct the nominee that manages
the shares well in advance of 10 May 2016 for temporary re-registration, so
called voting registration. After such shares have been registered in the
shareholder’s own name, the shareholder shall follow the instructions as set out
above in this section C.
D. Representation
Shareholders who do not intend to participate personally at the Annual General
Shareholders’ Meeting may participate and vote at the meeting through the
representation of:
– the independent proxy, or
– a third person who need not be a shareholder;
Mr. Florian S. Jörg, attorney-at-law, c/o Bratschi Wiederkehr & Buob AG, Zurich,
Switzerland, has been elected at the extraordinary general shareholders’ meeting
on 25 September 2015 as the independent proxy for the Annual General
Shareholders’ Meeting.
Shareholders opting to be represented by the independent proxy shall submit the
original of the completed and signed power of attorney (incorporated in the
voting material) with voting instructions to SIX SAG AG, Oriflame Holding AG,
Postfach, 4609 Olten, Switzerland, ideally by no later than 12 May 2016.
Shareholders may also vote by issuing electronic proxy and voting instructions
to the independent proxy by voting through the online proxy voting platform
https://www.ecomm-portal.com/shrd (eComm) until 16 May 2016, 11.59 p.m. CET.
Further details will be provided in the user guidance to eComm.
To the extent that a shareholder opts to be represented by the independent proxy
but does not give the independent proxy specific voting instructions, the
independent proxy will vote as proposed by the Board of Directors.
If shareholders opt to be represented by a third person, their completed and
signed original power of attorney (incorporated in the voting material) as well
as their admission card and voting material should be sent directly to the
address of their designated representative.
E. Shares and votes
As of the date hereof, the share capital of the Company amounts to CHF
83,562,844.50, divided into 55,708,563 fully paid-in registered shares with a
nominal value of CHF 1.50 each and thus a total of 55,708,563 votes. As of the
same date, the Company directly or indirectly holds 100,000 treasury shares with
suspended voting rights.
Oriflame Holding AG
April 2016, for the Board of Directors
Alexander af Jochnick
Chairman
For additional information, please contact:
Pontus Andreasson, Senior Director Advisory Counsel +41 798 745 121
The company website: www.oriflame.com
This information is such that Oriflame Holding AG is required to disclose in
accordance with the Swedish Financial Instruments Trading Act and/or the Swedish
Securities Market Act. The information was submitted for publication at 12:15
CET on 20 April 2016.
Founded in 1967, Oriflame is a beauty company selling direct in more than 60
countries. Its wide portfolio of Swedish, nature-inspired, innovative beauty
products is marketed through approximately 3 million independent Oriflame
Consultants, generating annual sales of around €1.2 billion. Respect for people
and nature underlies Oriflame’s operating principles and is reflected in its
social and environmental policies. Oriflame supports numerous charities
worldwide and is a Co-founder of the World Childhood Foundation. Oriflame is a
Swiss company group listed on the Nasdaq Stockholm Exchange.
Oriflame Holding AG – Complete notice and agenda to the 2016 AGM
| Source: Oriflame Cosmetics S.A.
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