Auditor s report related to the merger

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1 , Schaffhausen Auditor s report related to the merger KPMG AG Zurich, 18 August 2015 Ref. HB/SCK

2 KPMG AG Audit Badenerstrasse 172 P.O. Box 1872 Telephone CH-8004 Zurich CH-8026 Zurich Fax Report of the merger auditor to the boards of directors of the companies involved in the merger being Oriflame Holding AG, Schaffhausen and Oriflame Cosmetics S.A., Luxembourg On 18 August 2015 Oriflame Cosmetics S.A., Luxembourg and Oriflame Holding AG, Schaffhausen entered into a merger agreement which implies the merger of both companies, in which Oriflame Holding AG absorbs Oriflame Cosmetics S.A. by means of a merger in accordance with article 3 para. 1 lit. a of the Swiss Merger Act ( MA ) retroactively as of 1 July The merger is subject to the approvals of the extraordinary general meetings of shareholders of both companies involved, which are scheduled for 25 September 2015, as well as additional conditions as stated in the merger agreement. The merger will become legally effective upon registration in the commercial register. In accordance with article 15 para. 1 MA, the boards of directors of Oriflame Holding AG and Oriflame Cosmetics S.A. have instructed us to act as merger auditor. The boards of directors of the companies involved in the merger are responsible for the preparation and content of the merger agreement, merger report and interim financial statements underlying the merger as well as compliance of these documents with the law. Our responsibility is to audit the merger agreement, the merger report and the balance sheets underlying the merger in accordance with article 15 para. 4 MA and to express an opinion thereon. We confirm that we meet the licensing and independence requirements as stipulated by Swiss law. Our audit was conducted in accordance with the stipulations of the Audit Recommendation PE of the Swiss Institute of Certified Accountants and Tax Consultants: Audits in Accordance with the Federal Act on Merger, Demerger, Transformation and Transfer of Assets which requires that an audit be planned and performed to obtain reasonable assurance about whether the merger agreement, the merger report and the balance sheets underlying the merger are free from material misstatement. As per the merger agreement, the parties involved have agreed to an exchange ratio adopted as a matter of convention, as follows: for each existing registered share or bearer share the shareholders of Oriflame Cosmetics S.A. receive one registered share of Oriflame Holding AG. Considering the exchange offer preceding the merger, the exchange ratio is considered adequate, since the remaining Oriflame Cosmetics S.A. shareholders other than Oriflame Cosmetics S.A. and Oriflame Holding AG will as Oriflame Cosmetics S.A. shareholders who tendered their Oriflame Cosmetics S.A. shares under the exchange offer receive one Oriflame Holding AG share per Oriflame Cosmetics S.A. share and no shareholder will be diluted in the merger. Accordingly no other specific valuation methods have been used or applied, and, therefore, no specific difficulties have arisen in relation to the determination of such exchange ratio. The new shares to be issued are fully paid-in. The issue price per new Oriflame Holding AG share corresponds to the nominal value of each new Oriflame Holding AG share of CHF In the course of the merger, the net assets will be contributed at their book values as of 30 June The difference between the final collective value of the Oriflame Cosmetics S.A. shares, acquired within the exchange offer, increased by the nominal value of shares newly issued by Oriflame Holding AG in the course of the merger and the aforementioned net asset book value will be recorded as merger loss in Oriflame Holding AG. KPMG AG is a subsidiary of KPMG Holding AG, which is a member of the KPMG network of independent firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss legal entity. All rights reserved. Membre d EXPERTsuisse

3 Following the merger Oriflame Cosmetics S.A. is dissolved without liquidation, and Oriflame Holding AG takes over its assets and liabilities by means of universal succession of title. The transfer of assets and liabilities is carried out at book values in agreement with Oriflame Cosmetics S.A. s interim financial statements as of 30 June 2015 prepared in accordance with the Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts, which have been audited by an independent auditor. We have audited the merger agreement of 18 August 2015, the joint merger report of both boards of directors of 18 August 2015, and the interim financial statements of Oriflame Holding as of 30 June 2015 underlying the merger in accordance with article 15 para. 4 MA related to considerations relevant to the valuation. We have performed the procedures deemed necessary under the circumstances and believe that our audit provides a reasonable basis for our opinion. Our work included the following procedures: Review of the merger agreement, the merger report and the interim financial statements underlying the merger, and assessing the considerations made by the boards of directors of Oriflame Cosmetics S.A. and Oriflame Holding AG with respect to the use of an exchange ratio adopted as a matter of convention; Review of the assumptions used for the determination of the exchange ratio in terms of timeliness, of adequacy and of any special circumstances to be considered; Inquiry of individual members of the boards of directors and of the management of both companies; Inspection of further relevant documents, namely new articles of incorporation of Oriflame Holding AG as amended upon the merger; Assessing whether the exchange ratio is reasonable; Assessing whether the intended capital increase is sufficient to protect the rights of the shareholders of Oriflame Cosmetics S.A.. Our opinion is based on information received during the audit and from inquiries of members of the boards of directors and of the management and how it can be assessed from today s perspective. We relied on the completeness and adequacy of the information provided. Our audit work was completed on 18 August Events and conditions not communicated to us or subsequent to this date have not been taken into account. 2

4 Our conclusions are as follows: Method applied The boards of directors of Oriflame Cosmetics S.A. and Oriflame Holding AG are of the opinion that using an exchange ratio as a matter of convention of one Oriflame Holding AG share for one Oriflame Cosmetics S.A. share, considering the exchange offer preceding the merger, is considered adequate. Since the remaining Oriflame Cosmetics S.A. shareholders other than Oriflame Cosmetics S.A. and Oriflame Holding AG will as Oriflame Cosmetics S.A. shareholders who tendered their Oriflame Cosmetics S.A. shares under the exchange offer receive one Oriflame Holding AG share per Oriflame Cosmetics S.A. share and no shareholder will be diluted in the merger. Accordingly no other specific valuation methods have been used or applied. We consider the ratio used in the merger and therefore the method applied as adequate. Application of different methods There was no need to apply different methods. Determination of the exchange ratio The joint report of the boards of directors of the parties involved clearly outlines the basis used for the determination of the exchange ratio and the assumptions used. The assumptions used are accurate, reasonable and plausible. In our opinion we consider the exchange ratio of one Oriflame Holding AG share per Oriflame Cosmetics S.A. share as reasonable. On the basis of the documentation provided, nothing came to our attention that caused us to believe that specific circumstances should have been taken into account related to the valuation of the shares. Capital increase The intended capital increase of the nominal share capital of Oriflame Holding AG of CHF 2,117, is sufficient for the issuance of new shares necessary for the exchange and to protect the rights of the shareholders of Oriflame Cosmetics S.A.. In accordance with article 15 para. 4 MA we summarize our conclusions as follows: The intended capital increase of Oriflame Holding AG, being the acquiring company, is sufficient to protect the rights of the shareholders of Oriflame Cosmetics S.A.. The exchange ratio as determined by the parties involved appears reasonable. The method applied in determining the exchange ratio is adequate. 3

Apart from using an exchange ratio as a matter of convention for the determination of the exchange ratio no other method was applied and no specific circumstances should have been considered related

5 Apart from using an exchange ratio as a matter of convention for the determination of the exchange ratio no other method was applied and no specific circumstances should have been considered related to the valuation of the shares in order to determine the exchange ratio. KPMG AG Hélène Béguin Licensed Audit Expert Auditor in Charge Kathrin Schünke Licensed Audit Expert Zurich, 18 August 2015 Enclosures: Merger agreement of 18 August 2015 Merger report of 18 August 2015 Interim financial statements underlying the merger as of 30 June

Report of the Statutory Auditor on the Limited Statutory Examination to the General Meeting of Shareholders

Biocon SA, Delémont Report of the Statutory Auditor on the Limited Statutory Examination to the General Meeting of Shareholders Financial Statements 2018 KPMG SA Zurich, 5 July 2018 Ref. FP, SDS, st KPMG