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ORIFLAME SECURES CONSENT FOR RECAPITALISATION FROM BONDHOLDERS  

US$550 million 5.125% Senior Secured Notes due 2026 
(Regulation S Notes: CUSIP G67744 AA3 / ISIN USG67744AA34) 

(Rule 144A Notes: CUSIP 68621C AA7 / ISIN US68621CAA71) 

(“Existing Dollar Notes”) 

€250 million Floating Rate Senior Secured Notes due 2026 

(Regulation S Notes: Common Code 233734926 / ISIN XS2337349265) 

(Rule 144A Notes: Common Code 233734942 / ISIN XS2337349422) 

(“Existing Euro Notes”) 

 

collectively the “Notes” and the indenture governing the Notes the “Indenture” 

London, United Kingdom 
Oriflame Investment Holding Plc, 47 Esplanade, St Helier, Jersey, JE1 0BD, (the “
Issuer”) announced today that the solicitation (“Solicitation”) for consents (“Consents”) from registered holders (“Holders”) of its Notes has been successful and that on December 16, 2025, the Issuer obtained the Consents 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”) necessary to approve 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 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 May 22, 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”). 

Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the consent solicitation statement dated November 19, 2025 (the “Consent Solicitation Statement”).  

On December 16, 2025, the Issuer received valid and unrevoked consents representing 98.40% of the Existing Dollar Notes outstanding and 96.21% of the Existing Euro Notes outstanding. On December 16, 2025, the Issuer announced that the Required Consents were received by sending a notice via DTC, Euroclear and Clearstream. As a result, the Holders can no longer revoke validly delivered Consents and the Solicitation has expired (the “Expiration Time”).   

The settlement date will occur promptly following the Expiration Time and is expected to be within three business days after the date on which the Expiration Time occurs (the “Settlement Date”). The occurrence of the Settlement Date is subject to satisfaction or waiver of all of the conditions set forth in the Consent Solicitation Statement (the “Relevant Conditions”). Because the Issuer received the Required Consents, which have been validly tendered (and not validly withdrawn), the Issuer, the Trustee, the Security Agent and guarantors party thereto will execute the amended and restated Indenture (the “Amended and Restated Indenture”), which will implement the Proposed Amendments and will become operative upon the Settlement Date if the Relevant Conditions are satisfied or waived. 

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. 

About Oriflame

As a globally renowned beauty and wellbeing company, Oriflame has empowered individuals since 1967 through its diverse portfolio of high-quality, innovative, and sustainable beauty and wellbeing products. It operates in over 60 markets.

Committed to ethical business practices and environmental sustainability, Oriflame takes pride in its Swedish heritage and people-centric approach. It operates through a modern social selling model, enabling over 3 million Beauty Entrepreneurs and members worldwide to become beauty industry insiders through a ‘Plug and Play’ micro-entrepreneurship model.

Oriflame’s product range spans skincare, cosmetics, fragrances, personal care, and nutritional supplements, all crafted with care to promote holistic wellbeing. Guided by the values of Togetherness, Spirit, and Passion, Oriflame continues to make a positive impact on communities worldwide and has been named a European Climate Leader by the Financial Times and Statista for the past five years.

For more information, visit www.oriflame.com.

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Formulation and Packaging

Our product formulations have an environmental impact during production, as well as during and following consumer usage. If not responsibly formulated, they may have a long-term impact on people and ecosystems both up and downstream in our value chain. This is why we need to take the right decisions regarding which ingredients we select as part of the formulation development.

Our product packaging has an environmental impact, both during production and disposal, and can contribute to the pollution of land and waterbodies downstream in our value chain, affecting ecosystems and local communities, including their human rights.

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