Oriflame Investment Holding Plc – Consent Solicitation announcement

 November 19, 2025 

Oriflame Investment Holding Plc, 47 Esplanade, ST Helier, Jersey, JE1 0BD, (the “Issuer”) solicited consents (“Consents”) from registered holders (“Holders”) of its Notes for certain amendments (the “Proposed Amendments”) of (A) its outstanding Notes, issued under and governed by an indenture, dated as of May 4, 2021 (as amended by a first supplemental indenture, dated as of August 10, 2021, the “Indenture”), between, among others, the Issuer, the guarantors party thereto, GLAS Trustees Limited as trustee (the “Trustee”) and GLAS Trust Corporation Limited, as Security Agent, (the “Security Agent”)(as amended by the Proposed Amendments (the “Reinstated Notes Indenture”)); and (B) the intercreditor agreement originally dated 22 May 2019 (as amended and/or amended and restated from time to time) originally between, among others, the Issuer, the Trustee and the Security Agent (as amended by the Proposed Amendments, the “Amended and Restated ICA”). Adoption of the Proposed Amendments with respect to the Indenture for the Notes requires the Consent of the Holders of at least 90% of aggregate principal amount of each of the Existing Dollar Notes and the Existing Euro Notes (the “Required Consents”). 

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the consent solicitation statement dated as of the date hereof (the “Consent Solicitation Statement”).  

The Solicitation will expire the earlier of the Revocation Deadline (as defined below) and 5:00 p.m., London time on December 17, 2025, unless the Solicitation is extended or earlier terminated by the Issuer in its sole discretion (the “Expiration Time”). If the Proposed Amendments become effective, the Proposed Amendments as set forth in the Reinstated Notes Indenture and the Amended and Restated ICA will be binding on all Holders of the Notes and their transferees whether or not such Holders have consented to the Proposed Amendments. A Holder may validly revoke its Consent prior to but not on or after the time at which the Issuer announces that the Required Consents are received by sending a notice via DTC and Euroclear and Clearstream, as described in the Consent Solicitation Statement (the “Revocation Deadline”). For the avoidance of doubt, the Proposed Amendments will become operative only upon satisfaction or waiver of certain conditions, as described in the Consent Solicitation Statement (the “Relevant Conditions”). 

If the Issuer terminates this Solicitation or in the event any of the Relevant Conditions are not satisfied or waived by the Issuer at its sole discretion then the Proposed Amendments with respect to the Notes will not become effective. 

Subject to the satisfaction or waiver by the Issuer and the Consenting Holders of the Relevant Conditions (including the date of execution of the Reinstated Notes Indenture (the “Closing Date”)) has or substantially concurrently will occur.  Holders of over 92.36% of the aggregate principal amount of the Existing Euro Notes and 95.88% of the aggregate principal amount of the Existing Dollar Notes have entered into the Lock-up Agreement and have agreed, subject to certain conditions and termination rights as set forth therein, to consent to the Proposed Amendments.  

The Issuer may, in its sole discretion, terminate, extend or amend the Solicitation and the deadlines thereunder. GLAS Specialists Services Limited will act as tabulation agent and information agent for the Solicitation. Requests for documents and questions regarding the Solicitation may be directed to GLAS Specialist Services Limited by email to Oriflame@glas.agency.  

This announcement is for information purposes only and does not constitute an offer to purchase the Notes or a solicitation of an offer to sell the Notes and shall not be deemed to be an offer to purchase or a solicitation of an offer to sell any securities of the Issuer, or its respective subsidiaries or affiliates. The Solicitation is only being made pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the proposed amendments. The Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation. 

Inquiries concerning this Notice should be directed to Project_Glow_RandCo@rothschildandco.com and carnegie.projectg@carnegie.se.  

Information Regarding Forward-Looking Statements 

This press release may contain statements about future events, projections, forecasts and expectations that are forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any statement in this press release that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. In addition, past performance of Oriflame and its affiliates cannot be relied on as a guide to future performance. Oriflame and its affiliates make no representation or warranty (whether express or implied) and shall have no responsibility or liability on the accuracy and completeness of any of the forward-looking statements, and, except as may be required by applicable law, assume no obligations to supplement, amend, update or revise any such statements or any opinion expressed to reflect actual results, changes in assumptions or in Oriflame’s or it’s affiliates’ expectations, or changes in factors affecting these statements. Accordingly, any reliance you place on such forward-looking statements will be at your sole risk. Oriflame undertakes no obligation, and does not intend to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including changes in the business or strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events. New risks emerge from time to time and it is not possible for the Issuer to predict all such risks, nor can the Issuer assess the impact of all such risks on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.