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Hitt og þetta 13. apríl 2006

Notice of Annual General Meeting and Extraordinary General Meeting in Oriflame Cosmetics S

Time and place The Annual General Meeting ("AGM") of Oriflame Cosmetics S.A. (the "Company") in relation to items 1 to 12 of the agenda below will be held at the offices of Wildgen & Partners, 69 Boulevard de la Pétrusse, L-2320 Luxembourg on 19 May 2006 at 11 a.m. The Extraordinary General Meeting ("EGM") of the Company in relation to items 13 to 15 of the agenda will be held at the same place immediately after the closing of the AGM.

Agenda 1. Approval of the Nominating Committee's proposal that Kevin Kenny 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 2005;

4. Approval of the balance sheet and of the profit and loss statement of the Company as at 31 December 2005 and of the Consolidated Accounts as at 31 December 2005;

5. Allocation of results for the financial year ending 31 December 2005 whereby the Board has proposed that the profit for the financial year 2005 will be carried forward with the exception of 5 per cent of the profit of the year that shall be allocated to the legal reserve until the latter reaches 10 per cent of the share capital;

6. Presentation of the work of the Board 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 2005;

8. Statutory elections including election of the Chairman of the Board. The Nominating Committee (Robert af Jochnick, Carl Rosén (2nd AP Fund), Carlos von Hardenberg (Templeton) and Kim Wahl (Industri Kapital), together representing more than 30 per cent of the number of votes and shares in the Company) has proposed that the following directors be re-elected: Robert af Jochnick, Jonas af Jochnick, Christian Salamon, Kim Wahl, Helle Kruse Nielsen, Bodil Eriksson, Lennart Björk and Magnus Brännström. The Nominating Committee further proposes that Robert af Jochnick be elected Chairman of the Board;

9. Approval of the Board of Director's proposal that a nominating committee ("Committee") shall be established 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' and auditors' 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 Director's 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 in the Company's interim report for the third quarter;

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 Nominating Committee's proposal regarding directors' and committee fees. The Nominating Committee (Robert af Jochnick, Carl Rosén (2nd AP Fund), Carlos von Hardenberg (Templeton) and Kim Wahl (Industri Kapital), together representing more than 30 per cent of the number of votes and shares in the Company) has proposed directors and committee fees totalling EUR 193,750 to be allocated as follows: EUR 43,750 to the Chairman of the Board, EUR 17,500 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 Director's proposal on principles of remuneration to members of the Executive Committee and other senior Executives. The Board of Directors proposal for principles of remuneration to members of the Executive Committee and other terms of employment for 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. In return for this they will receive between 0 and 4 free shares in three years time, 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.

12. Approval of the Board of Director's resolution that a dividend distribution of EUR 0.9 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 2002 and that 24 May 2006 shall be the record date in respect of such dividend. The payment of cash dividend is expected to occur through VPC AB on 30 May 2006;

13. Approval of the issue of redemption rights as proposed by the Board of Directors and insertion of the following provisions at the end of article 5 of the Articles of Association of the Company in order to authorize the Board of Directors to proceed with the cancellation of the shares redeemed:

"Article 5.

/./

In addition, the shareholders meeting of the Company approved the issue of redemption rights and authorized the Board of Directors of the Company to proceed with the cancellation of the shares redeemed according to the following conditions:

1. Issue of redemption rights.

One redemption right shall be issued for every issued share based on the shareholders register of the Company on May 24, 2006. Owners of bearer shares must deposit their bearer shares at the registered office of the Company no later than 5.00 pm on May 23, 2006 in order to obtain one redemption right per share.

The Board of Directors of the Company will have the power to determine how many redemption rights will be required in order to redeem one share issued by the Company. The conversion ratio, as determined by the Board of Directors, shall apply to all of the shares of the Company.

The corresponding number of required redemption rights, as determined by the Board of Directors of the Company, entitle a shareholder of the Company during the Acceptance Period (as defined below) to redeem one share for a consideration that may not exceed EUR 100.- per share.

The maximum redemption value shall amount to EUR 2.6 per share which equals EUR 154.7 million in total.

The redemption rights are tradable at the Stockholm Stock Exchange during the first four weeks of the Acceptance Period.

2. Acceptance Period.

The redemption rights will be distributed on May 29, 2006.

The Acceptance Period to request for redemption will begin on May 29, 2006 and last until July 3, 2006. Nevertheless, the board of the Company will be entitled to extend the Acceptance Period until September 30, 2006 if it considers that such extension is in the interests of the shareholders of the Company.

Unused redemption rights will expire worthless after the Acceptance Period ends.

3. Register of redemption rights.

The Company will hold a special register of the owners of redemption rights whereby the names, address and number of redemption rights held per shareholder will be mentioned.

4. Exercise of the redemption.

Shareholders who wish to request for redemption of their shares will have to fill in an application form and indicate the number of shares to be redeemed together with the corresponding number of redemption rights required, as determined by the Board of Directors of the Company.

The Company will only accept to redeem shares if the corresponding number of redemption rights, as determined by the Board of Directors of the Company, are transferred in the same time.

The balance between the redemption price and the accounting value per share will be paid by the Company only from sums which are available for distribution in accordance with Article 72-1, paragraph (1) of the Luxembourg Company Act.

The settlement date will take place as soon as possible after the Acceptance Period ends. The settlement and payment will be handled by the Swedish Central Securities Depository & Clearing Organization (VPC AB) and/or by a bank appointed by the Company, on behalf of the Company.

5. Cancellation of shares.

The Board of the Company will be authorized to cancel all or part of the redeemed shares and to ask a Luxembourg notary public to record the subsequent decrease of share capital without having to request the prior approval of a shareholders meeting."

14. Deletion of the last paragraph of Article 35 of the Articles of Association currently reading:

"All dividends unclaimed for a period of 12 years after having been declared or such other period as may be stipulated by the provisions of Luxembourg law shall be forfeited and shall revert to the Company."

and replacing it with the following:

"All dividends unclaimed for a period of 5 years after having been declared or such other period as may be stipulated by the provisions of Luxembourg law shall be forfeited and shall revert to the Company."

15. Information relating to the cost calculation of the Oriflame 2005 Share Incentive Plan for allocations of Investment Shares during the year 2006;

16. 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 9 May 2006 ii. notify the Company of their intention to attend the AGM and EGM no later than 5 p.m. on 15 May 2006

Shareholders who are able to prove that they are registered shareholders of the Company as at 9 May 2006 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 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 6 p.m. on 26 April 2006 at Hotel Sergel Plaza (Brunkebergstorg 9) in Stockholm. All attendance cards must be received by the Company no later than 5 p.m. on 15 May 2006. 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 15 May 2006 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 no later than 5 p.m. on 15 May 2006. Shareholders may also personally deliver fully and completed proxy cards to a Company representative at the Shareholders' Day held at 6 p.m. on 26 April 2006 at Hotel Sergel Plaza (Brunkebergstorg 9) in Stockholm.

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 9 May 2006 ii. notify Skandinaviska Enskilda Banken AB (publ) ("SEB) their intention to attend the AGM and EGM no later than 5 p.m. on 15 May 2006

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 9 May 2006 if they wish to vote.

SDR holders who are directly registered in the VPC register or who have a voting-right registration by 9 May 2006 may attend the AGM and EGM. SDR holders must be able to prove that they are SDR holders as at 9 May 2006 if they wish to attend.

SDR holders who are directly registered in the VPC register or who have a voting-right registration by 9 May 2006 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 Merchant Banking, Securities Services, Swedish Depository Receipts, 106 40 Stockholm, Sweden. Or they may deliver the attendance card to a Company representative at the Shareholders Day held at 6 p.m. on 26 April 2006 at Hotel Sergel Plaza (Brunkebergstorg 9) in Stockholm. All attendance cards must be received by SEB no later than 5 p.m. on 15 May 2006. 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 9 May 2006 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 Merchant Banking, Securities Services, Swedish Depository Receipts, 106 40 Stockholm, Sweden no later than 5 p.m. on 15 May 2006. Or SDR holders can personally deliver fully and completed proxy cards to a Company representative at the Shareholders' Day held at 6 p.m. on 26 April 2006 at Hotel Sergel Plaza (Brunkebergstorg 9) 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 9 May 2006 and 19 May 2006.

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.

Shareholders' Day Shareholders and SDR holders are invited to an information session together with certain members of the Executive Committee and certain Board members at 6 p.m. on 26 April 2006 at Hotel Sergel Plaza (Brunkebergstorg 9) in Stockholm. The purpose of the Shareholders' Day is to enable shareholders and SDR holders who will have difficulties to attend the AGM/EGM in Luxembourg to ask questions in relation to AGM/EGM items proposed by the Board. Magnus Brännström, CEO of the Company, will give a short presentation of the business. Robert af Jochnick, co-founder and chairman of the Board, will give information on AGM/EGM items proposed by the Board. The latter will be followed by a Q&A session. Shareholders and SDR holders will also be given the opportunity to deliver proxy cards/attendance cards for the AGM/EGM. Notice to attend the Shareholders' Day shall be sent by email to the Company at patrik.linzenbold@oriflame.be or by fax (+32 2 357 55 04) no later than 19 April 2006.

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Luxembourg on 13 April 2006 Oriflame Cosmetics S.A. The Board of Directors

The press release can be downloaded from the following link: