Notice of Annual General Meeting and Extraordin...

Time and place
The Annual General  Meeting ("AGM") of  Oriflame Cosmetics S.A.  (the
"Company") in relation to items 1 to  13 of the agenda below will  be
held at the offices of Wildgen,  69 Boulevard de la Pétrusse,  L-2320
Luxembourg on  19  May 2008  at  11 a.m.  The  Extraordinary  General
Meeting ("EGM") of the Company in relation  to items 14 to 18 of  the
agenda will be held at the  same place immediately after the  closing
of the AGM.

Agenda
1. Approval  of  the  Nomination  Committee's  proposal  that  Pontus
Andreasson 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 2007;

4. Approval of the balance sheet and of the profit and loss statement
of the  Company  as at  31  December  2007 and  of  the  Consolidated
Accounts as at 31 December 2007;

5. Allocation of results  for the financial  year ending 31  December
2007 whereby the Board has proposed that the profit for the financial
year 2007 will be carried forward;

6. Approval of  the Board  of Director's resolution  that a  dividend
distribution of EUR 1.25 per  share (or the Swedish Krona  equivalent
per Swedish Depository Receipt) shall be paid in cash out of  firstly
the Special Reserve and secondly out of the profits from the years up
to and including 2006 and that 22  May 2008 shall be the record  date
in respect of such dividend. The payment of cash dividend is expected
to occur through VPC AB on 27 May 2008;

7. Presentation of the work of the Board and the Board committees;

8. 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 2007;

9. Statutory  elections including  election of  the Chairman  of  the
Board.

9.1 The Nomination Committee (Carlos von Hardenberg (Templeton),  Per
Hesselmark (Stichting af  Jochnick Foundation),  Robert af  Jochnick,
Åsa Nisell  (Swedbank  Robur),  Carl Rosén  (2nd  AP-Fund),  together
representing more than 25 per cent of the number of votes and  shares
in  the  Company)  has  proposed   that  all  current  directors   be
re-elected,  being:  Robert  af   Jochnick,  Lennart  Björk,   Magnus
Brännström, Marie  Ehrling,  Lilian Fossum,  Alexander  af  Jochnick,
Jonas af Jochnick, Helle Kruse Nielsen and Christian Salamon;

9.2 The Nomination Committee further proposes that Robert af Jochnick
be re-elected Chairman of the Board;

9.3 Approval of the Nomination  Committee's proposal to appoint  KPMG
Audit S.à  r.l., with  registered offices  at L-2520  Luxembourg,  31
allée Scheffer, registered with  the Luxembourg Trade Register  under
number B 103590  as  independent  auditor ("réviseur  d'entreprises")
for a period ending at the next annual general meeting to be held  in
order to approve the accounts of  the Company for the year ending  31
December 2008;

10. Approval of  the Board  of Director's proposal  that the  Company
shall continue  to  have  a nomination  committee  ("Committee")  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' 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 Directors'  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 skills 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 at least six months before the annual general meeting;

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;

11. Approval of Nomination Committee's proposal regarding  directors'
and committee fees.  The Nomination Committee  has proposed that  the
remuneration to the directors and committee members remain unchanged,
whereby directors and  committee fees will  be allocated as  follows:
EUR 62,500  to  the  Chairman  of  the  Board,  EUR  25,000  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;

12. Approval of  the Board  of Director's proposal  on principles  of
remuneration to members of the Company's top management. The Board of
Directors proposal for principles of remuneration and other terms  of
employment for members  of the  Company's top  management 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 items listed in (i) through (iv):

(i) Fixed base salary: The members of the Company's management  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 6.5  per cent of  any
increase to operating profit to profit sharing to be shared among the
Company's top management, however for each individual no more than an
equivalent of  12  months  salary. The  allocation  is  according  to
position and flexed according to performance in the year. The 6.5 per
cent includes company cost for  social charges. Moreover the  Company
offers a Share Incentive Plan which covers the top approximately  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 Company's  management  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 Company's top  management
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.
The proposal deviates from the principles adopted at the 2007 AGM  in
so far  that the  allocation of  part of  any increase  to  operating
profit for  profit sharing  has  been restricted  to a  more  limited
circle of the company's management and as a result the percentage  of
the operating profit to be shared  has been decreased from 16 to  6.5
per cent.

13. Ratification of the increase by EUR 10,000 of the total amount of
fees distributed by the Board  of directors following last years  AGM
due to an increase of the number of Audit Committee members;

14. After reading of the report of the Board of Directors relating to
exclusion  of  the  pre-emption  right,  approval  of  proposal   for
authorization to the Board of Directors  to issue shares under a  new
share incentive plan for  key employees and a  small number of  other
key individuals of  the Company  (the "Participants")  for the  years
2008-2010, whereby  the  Board of  Directors  proposes that  the  EGM
authorizes the  Board of  Directors to  at one  or several  occasions
increase the share capital of the Company within the authorized share
capital and  exclude the  pre-emption right  by the  issue of  up  to
2,100,000 shares to  the Participants  under such plan.  Out of  such
shares, shares corresponding  to a  fair market  value of  up to  EUR
3,500,000 will annually be offered  for purchase by the  Participants
at fair  market  terms  (the  "Investment  Shares")  over  the  years
2008-2010, however  subject to  the additional  requirement that  the
number of Investment  Shares to be  offered under the  plan shall  be
determined by the Board of  Directors so that the potential  dilution
under the lifetime of the plan shall  amount to less than 3 per  cent
of the share  capital of the  Company. Up  to a further  amount of  4
times the shares issued as incentive  shares will be available to  be
awarded  to  the  Participants  as  free  shares  (the   "Achievement
Shares"). The  allotment of  Achievement Shares  to each  Participant
will be between 0 and 4 Achievement Shares for each Investment Share,
depending upon the development of the Operating Profit of the Company
in the 3 years following the  Purchase of each Investment Share.  The
levels of Operating Profit development required for each  Achievement
Share level will be set by the  Board of Directors to provide a  fair
balance between performance and reward. Under IFRS 2 the cost of  the
plan must be expensed through  the Operating Statement over the  life
of the plan. The  maximum cost will  amount to EUR  42 million to  be
expensed over  the  period 2008-2013.  In  addition to  this  amount,
social charges costs will arise. However, as the social charges costs
will depend on  the value of  the Achievement Shares  at the time  of
issuance and furthermore  on where the  Participants are resident  at
the time  of allotment  of  the Achievement  Shares, they  cannot  be
calculated at this stage.  In the event  that the subscription  price
for any share  issued pursuant to  the share incentive  plan is  less
than the accounting par value of  each share so issued, the Board  of
Directors shall be authorised to take the balance in respect  thereof
from the reserves of the Company.  The reason for the deviation  from
the shareholders' pre-emption rights according to the above  proposal
is that a long-term ownership interest of the Participants is  likely
to increase  the interest  in the  business and  the results  of  the
Oriflame group and that  it will increase  the motivation and  mutual
interests of  the  Participants  and the  Company.  The  proposal  is
therefore  deemed  to   be  beneficial  for   the  Company  and   its
shareholders.

15. Deletion  of  Article  5  of  the  Articles  of  Association  and
replacing it with the following:

"Article 5
SHARE CAPITAL

The share capital of the Company is fixed at sixty nine million six
hundred and seventy seven thousand one hundred and forty two EURO and
fifty Cents (EUR 69,677,142.50), represented by fifty five million
seven hundred and forty one thousand seven hundred and fourteen
(55,741,714) shares of no nominal value.

The authorised capital of the Company is fixed at one hundred and two
million four hundred thousand EURO  (EUR 102,400,000.00).  The  board
of directors of  the Company  shall have  power to  issue shares  and
increase the share capital  of the Company within  the limits of  its
authorised capital for a period ending  five years after 19 May  2005
to persons exercising  their rights  under the  2005 share  incentive
plan and to exclude the  pre-emption rights of existing  shareholders
by the issue of  up to 2,250,000  shares under such  plan and, for  a
period ending  five years  after 19  May 2008  to persons  exercising
their rights under the 2008 share  incentive plan and to exclude  the
pre-emption rights of  existing shareholders  by the issue  of up  to
2,100,000 shares under such plan. In the event that the  subscription
price for  any  share  issued  pursuant  to  either  the  2005  share
incentive plan or  the 2008  share incentive  plan is  less than  the
accounting par  value of  each share  so issued  the board  shall  be
authorised to take the balance  in respect thereof from the  reserves
of the Company.

Such authorisation may be renewed by decision of a general meeting of
the shareholders.

The realisation  of the  authorised capital  will take  place by  the
creation and the issue  of new shares of  no nominal value and  which
will benefit from the same rights as shares previously issued."

16. Information relating to the cost calculation of the Oriflame 2005
Share Incentive Plan allocations, as well as information relating  to
the cost calculation of the proposed allocations of Investment Shares
in 2008 under the proposed 2008 Share Incentive Plan.

17. Reduction of the share premium account from its current amount of
EUR 3,360,895  to  EUR 1,760,895  and  subsequent allocation  of  the
amount of EUR 1,600,000  to a reserve account  in order to allow  the
Board of Directors to over the years 2008 - 2010 finance the issuance
of the  Achievement Shares  relating to  the 2005  Investment  Shares
within the limits of the authorized share capital.

18. 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 2008
ii. notify the Company of their intention to attend the AGM
and EGM no later than 5 p.m. on 13 May 2008

Shareholders  who  are  able  to  prove  that  they  are   registered
shareholders of the Company as at 9  May 2008 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 as  stated
above of this Convening Notice  or by fax [phone]).   They
may also  send  the  attendance  card by  email  to  the  Company  at
[e-mail].  All  attendance  cards  must   be
received by the  Company no later  than 5  p.m. on 13  May 2008.  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 12 May 2008  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 as  stated
above of this Convening Notice no later than 5 p.m. on 13 May 2008.

Please observe that conversion from  shares into SDRs and vice  versa
is not allowed during the period between 9 May 2008 and 19 May 2008.

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.


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 2008
ii. notify  Skandinaviska Enskilda  Banken  AB (publ)  ("SEB")  their
intention to attend the AGM  and EGM no later than  5 p.m. on 13  May
2008

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 2008 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 2008 may attend the AGM and
EGM. SDR holders must be able to  prove that they are SDR holders  as
at 9 May 2008 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 2008 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  Group  Operations,  Securities  Operations,   Issue
Department, RB6, 106 40 Stockholm, Sweden. ). They may also send  the
attendance   card   by   email   to   SEB   Merchant   Bankning    at
[e-mail]. All attendance cards  must be received  by
SEB no later than 5 p.m. on 13 May 2008. 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 2008 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 Group  Operations,
Securities Operations,  Issue  Department,  RB6,  106  40  Stockholm,
Sweden no later than 5 p.m. on 13 May 2008.

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 for
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 2008 and 19 May 2008.

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 24 April 2008 at Nalen (Regeringsgatan 74)
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. Notice to attend the Shareholders' Day shall be sent  by
email to [e-mail] or to the Company by fax [phone])
no later than 21 April 2008.

                             __________

                      Luxembourg in April 2008
                       Oriflame Cosmetics S.A.
                       The Board of Directors


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