THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in L'Occitane International S.A., you should at once hand this circular and the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

L'OCCITANE INTERNATIONAL S.A.

49, Boulevard Prince Henri L-1724 Luxembourg

R.C.S. Luxembourg: B80359

(Incorporated under the laws of Luxembourg with limited liability)

(Stock code: 973)

NOTICE OF ANNUAL GENERAL MEETING

AND

INFORMATION ON THE PROPOSALS FOR: GENERAL MANDATE TO ISSUE SHARES OR TRANSFER SHARES OUT OF TREASURY, REPURCHASE MANDATE TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS,

ELECTION OF EXECUTIVE DIRECTOR,

AND

ADOPTION OF SHARE OPTION PLAN 2020

  1. notice convening an Annual General Meeting of L'Occitane International S.A. (the ''Company'') to be held at registered office of the Company at 49, Boulevard Prince Henri L-1724 Luxembourg, Grand Duchy of Luxembourg on Wednesday, 30 September 2020 at 10:00 a.m. (Central European Time) is set out on pages 31 to 36 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.loccitane.com).

Whether or not you are able to attend the meeting in Luxembourg, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 4:00 p.m. (Hong Kong time) on Monday, 28 September 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting in Luxembourg or any adjournment thereof if they so wish in which case any proxy provided in advance shall be deemed to be withdrawn.

31 August 2020

CONTENTS

Pages

Definitions . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

Appendix I

- Details of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . .

16

Appendix II

- Details of Director Proposed for Election . . . . . . . . . . . . . . . . . . . . . . . .

19

Appendix III

- Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20

Appendix IV - Payment of Luxembourg Withholding Tax on

Dividends and Refund Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23

Appendix V

- The Principal Terms of the Share Option Plan 2020 . . . . . . . . . . . . .

25

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

''Annual General Meeting''

the annual general meeting of the Company to be held at

the registered office of the Company at 49, Boulevard

Prince Henri L-1724 Luxembourg, Grand Duchy of

Luxembourg on Wednesday, 30 September 2020 at 10:00

a.m. (Central European Time) or any adjournment thereof

and notice of which is set out on pages 31 to 36 of this

circular

''Articles of Association''

the articles of association of the Company currently in force

''Board''

the board of Directors of the Company

''Company''

L'Occitane International S.A., a société anonyme

incorporated on 22 December 2000 under the laws of the

Grand-Duchy of Luxembourg having its registered office at

49, Boulevard Prince Henri L-1724 Luxembourg, Grand

Duchy of Luxembourg, registered with the Luxembourg

trade and companies register under registration number

B80359 with limited liability, the Shares of which are listed

on the Main Board of the Stock Exchange

''Controlling Shareholder(s)''

has the meaning ascribed to it under the Listing Rules

''Director(s)''

the director(s) of the Company

''Eligible Person(s)''

Employees, Directors and Shareholders selected to

participate in the Share Option Plan 2020

''Employee(s)''

employees of the Group

''General Mandate''

a general and unconditional mandate proposed to be granted

to the Directors at the Annual General Meeting to allot or

issue (or in the case of Treasury Shares, transfer or sell),

securities in the Company to new or existing shareholders

provided that otherwise than in particular circumstances the

aggregate nominal amount of the issued Shares allotted or

transferred, shall not exceed 20% of the nominal amount of

the issued Shares as at the date of passing of the relevant

resolution, excluding for these purposes the nominal amount

of any Treasury Shares held in treasury at such date, plus

such number of securities purchased and cancelled by the

Company within the Repurchase Mandate

- 1 -

DEFINITIONS

''Grantee''

any Participant who accepts an offer in accordance with the

terms of the Share Option Plan 2020, as applicable, or

(where the context so permits) any person who is entitled to

any Option, as applicable, in consequence of the death of

the original Grantee

''Group'' ''HKD'' ''Hong Kong''

''Latest Practicable Date''

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People's Republic of China

24 August 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange, as amended from time to time

''LOG''

L'Occitane Groupe S.A.

''Luxembourg Companies Law'' the Luxembourg law of 10 August 1915 on commercial

companies, as amended from time to time

''Nomination Committee''

the nomination committee of the Board

''Option(s)''

options to subscribe for the shares pursuant to the Share

Option Plan 2020

''Participant''

any eligible Director, Employee or Shareholder in the case

of the Share Option Plan 2020, who the Board considers, in

its sole discretion, have contributed or will contribute to the

business growth and value of the Group

''Plan Period''

the validity of the authorization of the Share Option Plan

2020, as applicable, representing the time period in which

the Board could grant the Options, as applicable, being

three years

''Prospectus''

the prospectus of the Company dated 26 April 2010

''Remuneration Committee''

the remuneration committee of the Board

- 2 -

DEFINITIONS

''Repurchase Mandate''

a general and unconditional mandate proposed to be granted

to the Directors at the Annual General Meeting to

repurchase, and either cancel or hold in treasury, Shares

not exceeding 10% of the aggregate nominal amount of the

issued Shares as at the date of passing of the relevant

resolution granting such repurchase mandate (excluding the

nominal value of any Treasury Shares as at such date),

provided that to comply with the Luxembourg Companies

Law all such repurchases are made within a price range of

between HK$8 and HK$30

''Securities and Futures

Securities and Futures Ordinance, Chapter 571 of the Laws

Ordinance''

of Hong Kong, as amended from time to time

''Share(s)''

ordinary share(s) of nominal value of EUR0.03 each in the

capital of the Company

''Share Option Plan 2010''

the Company's share option scheme adopted on 30

September 2010 and expired on 29 September 2013

''Share Option Plan 2013''

the Company's existing share option scheme adopted on 25

September 2013, as amended from time to time, and which

expired on 24 September 2016

''Share Option Plan 2016''

the Company's existing share option scheme adopted on 28

September 2016, as amended from time to time, and which

expired on 27 September 2019

''Share Option Plan 2020''

the proposed 2020 share option plan to be adopted by the

Company, the principal terms of which are set out in

Appendix V of this circular

''Shareholder(s)''

the holder(s) of the Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Takeovers Code''

The Codes on Takeovers and Mergers and Share Buy-backs

issued by the Securities and Futures Commission in Hong

Kong, as amended from time to time

''Treasury Shares''

Shares that have been repurchased by the Company and are

held in treasury, as authorized by the Luxembourg

Companies Laws

- 3 -

DEFINITIONS

''Treasury Shares Waiver''

the conditional waiver granted to the Company on 4

October 2013 by the Stock Exchange from Rule 10.06(5) of

the Listing Rules to (among other things) allow it to hold

repurchased Shares in treasury

''€'' or EUR''

Euros, the single currency of participating members of the

European Union

- 4 -

LETTER FROM THE BOARD

L'OCCITANE INTERNATIONAL S.A.

49, Boulevard Prince Henri L-1724 Luxembourg

R.C.S. Luxembourg: B80359

(Incorporated under the laws of Luxembourg with limited liability)

(Stock code: 973)

Executive Directors:

Registered office:

Reinold Geiger

49, Boulevard Prince Henri

(Chairman and Chief Executive Officer)

L-1724 Luxembourg

André Joseph Hoffmann

Silvain Desjonquères

Principal place of business

Thomas Levilion

in Hong Kong:

Karl Guénard

20/F, K11 ATELIER King's Road

728 King's Road

Non-executive Director:

Quarry Bay

Martial Thierry Lopez

Hong Kong

Independent Non-executive Directors:

Valérie Irène Amélie Monique Bernis

Charles Mark Broadley

Pierre Maurice Georges Milet

Jackson Chik Sum Ng

31 August 2020

To the Shareholders

Dear Sir or Madam

The purpose of this circular is to give you notice of the Annual General Meeting and to provide the Shareholders with information on certain of the resolutions to be put forward at the Annual General Meeting.

We therefore inform you that the following resolutions will be tabled at the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

ORDINARY RESOLUTIONS

  1. Adoption of the statutory accounts and audited consolidated financial statements for the year ended 31 March 2020

An ordinary resolution will be proposed to the Shareholders at the Annual General Meeting to approve the statutory accounts and audited consolidated financial statements of the Company for the year ended 31 March 2020.

(2) Allocation of the profits

An ordinary resolution will be proposed to the Shareholders at the Annual General Meeting regarding the allocation of profits for the year ended 31 March 2020.

(3) Re-election of retiring Directors

In accordance with code provision A.4.2 of the Corporate Governance Code contained in Appendix 14 to the Listing Rules, every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years. In addition, in accordance with Article 10.1 of the Articles of Association, the Directors shall be elected by the Shareholders at a general meeting, which shall determine their number and term of office. The term of the office of a Director shall be not more than three years, upon the expiry of which each shall be eligible for re-election. In accordance with code provision A.4.3 of the Corporate Governance Code contained in Appendix 14 to the Listing Rules, if an independent non-executive Director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by Shareholders, and the papers to Shareholders accompanying that resolution should include the reasons why the Board believes he is still independent and should be re-elected.

Accordingly, Mr. Thomas Levilion, and Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng who have served the Company for more than nine years as independent non- executive Directors shall retire by rotation, and being eligible, offer themselves for re-election at the Annual General Meeting for a proposed term of three years. The re-election of each of these Directors will be voted on by the Shareholders in separate resolutions.

In reviewing the structure, size and composition of the Board, the Nomination Committee will consider the Board diversity from a number of aspects, including but not limited to gender, age, race, language, cultural and educational background, industry and professional experience, and skills and knowledge. The candidates identified will be considered against criteria including character and integrity, business experience, compliance, willingness to devote sufficient time to discharge duties, diversity, contribution to the Board, and independence as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

In relation to the nomination of an independent non-executive Director, the Nomination Committee will consider the length of services of an independent non-executive Director and assess the independence of each of the independent non-executive Director based on the independence criteria as set out in Rule 3.13 of the Listing Rules.

- 6 -

LETTER FROM THE BOARD

Biographical details of the retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules. The details indicate how each individual contributes to the diversity of the Board and also set out the skills and experience each retiring Director brings to the Board for the long term sustainable success of the Company.

Notwithstanding that each of Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng had been serving the Company for more than nine years, the Board considers that each of Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng is a person of integrity and independent in judgement and character. They are independent of management and free from any business or other relationships or circumstances which could materially interfere with the exercise of their independent judgement. In addition, the Board assessed and reviewed the written confirmation of independence from Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng. The Board considers that each of Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng meets the independent guidelines set out in Rule 3.13 of the Listing Rules, and is of the view that their independence is not affected by their tenure with the Company. The Board believes that their valuable knowledge, experience in the Group's business, their professional knowledge and general business acumen will continue to generate significant contribution to the Board, the Company and the Shareholders as a whole. Hence, the Board recommends each of Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng to be re-elected at the Annual General Meeting.

The Nomination Committee had concluded that each of the retiring independent non- executive Directors remains independent and had recommended Mr. Charles Mark Broadley and Mr. Jackson Chik Sum Ng to the Board to propose to Shareholders for re-election at the Annual General Meeting. The Board has satisfied itself that each of the retiring independent non-executive Directors is independent and that each of the retiring Directors is fully able to discharge his or her duties to the Company and has sufficient capacity to meet his or her commitments to the Company. The Board has therefore concluded that the retiring Directors should offer themselves for re-election in accordance with the Articles of Association.

(4) Election of executive Director

In accordance with Article 10.1 of the Articles of Association, the Directors shall be elected by the Shareholders at a general meeting, which shall determine their number and term of office. The term of the office of a Director shall be not more than three years, upon the expiry of which each shall be eligible for re-election.

The Board proposes the election of Mr. Séan Harrington as an executive Director for a term of 3 years from the date of the Annual General Meeting to 29 September 2023.

Details of the above named Director proposed to be elected by the Shareholders at the Annual General Meeting is set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

- 7 -

LETTER FROM THE BOARD

  1. General Mandates granted to the Board
    5.1 General Mandate to issue Shares or transfer Treasury Shares out of treasury

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any Shares or transfer Treasury Shares out of treasury, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate. At the Annual General Meeting, an ordinary resolution no. 5(A) will be proposed to grant the General Mandate to the Directors.

The General Mandate will end on (i) the conclusion of the next annual general meeting of the Company following the passing of the General Mandate; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association to be held; or (iii) the revocation or variation of the General Mandate by ordinary resolution of Shareholders in general meeting, whichever is the earliest.

As at the Latest Practicable Date, the number of Shares in issue is 1,476,964,891 Shares, of which 15,232,370 Shares were held in treasury (See Appendix III). There are 1,461,732,521 Shares in issue excluding those Shares that are held in treasury with a total nominal amount of EUR43,851,975.63. Subject to the passing of ordinary resolution no. 5(A) and on the basis that no further Shares are issued or repurchased (whether held in treasury or cancelled) after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue Shares with a maximum nominal amount of EUR8,770,395.12 (equivalent to 292,346,504 Shares, being 20% of the total nominal amount of capital excluding the nominal amount of capital of those Shares that are held in treasury). In addition, subject to a separate approval of the ordinary resolution no. 5(C), the nominal amount of the number of Shares repurchased by the Company under ordinary resolution no. 5(B) (whether held in treasury or cancelled) will also be added to the maximum nominal amount for the General Mandate provided that such aggregated amount shall not exceed 10% of the aggregate nominal amount of the Shares in issue as at the date of passing the General Mandate and Repurchase Mandate (excluding for these purposes the nominal amount of issued Shares of the shares held in treasury).

The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the General Mandate.

5.2 Repurchase Mandate to repurchase and cancel Shares

In addition, an ordinary resolution will be proposed to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase, and either cancel or hold in treasury, Shares representing up to 10% of the aggregate nominal amount of the issued Shares as at the date of passing the resolution in relation to the Repurchase Mandate (excluding for these purposes the nominal amount of Treasury Shares as at such date). Under Luxembourg law, the Shareholders are required to approve a price range for any Shares purchased under the Repurchase Mandate. To provide itself with maximum flexibility, the Board proposes to approve repurchases at a price range of between HK$8 and HK$30 provided that, pursuant to the Listing Rules, the

- 8 -

LETTER FROM THE BOARD

Company will not repurchase Shares on the Stock Exchange if the purchase price is higher by 5% or more than the average closing market price for the five preceding trading days on which its Shares were traded on the Stock Exchange. This range should not be taken to provide any indication of the Directors' views of the future price of the Shares. The Repurchase Mandate will end on (i) the conclusion of the next annual general meeting of the Company following the passing of the Repurchase Mandate; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of Shareholders in general meeting, whichever is the earliest.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix

  1. to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

The Directors wish to state that, as at the Latest Practicable Date, they have no immediate plans to repurchase any Shares pursuant to the Repurchase Mandate.

5.3 Confirmation for the compliance with the conditions of the Treasury Shares Waiver

The Luxembourg Companies Law permits the Company to elect to hold in treasury any Shares it repurchases, rather than cancelling those Shares. The Company is currently holding 15,232,370 Shares as Treasury Shares. The Company was being granted a conditional waiver from the Stock Exchange of Rule 10.06(5) of the Listing Rules to allow it to hold repurchased Shares in treasury on 4 October 2013. As a consequence of the Treasury Shares Waiver, the Stock Exchange had agreed certain consequential modifications to other Listing Rules applicable to the Company. Shares held in treasury may subsequently be sold for cash, transferred pursuant to an employees' share scheme or cancelled. The Treasury Shares Waiver is subject to certain conditions including compliance with the modified Listing Rules and Luxembourg law on treasury shares. The Company confirmed they have complied with the conditions of the Treasury Shares Waiver.

Details of the Treasury Shares Waiver were disclosed in the announcement of the Company dated 4 November 2013.

  1. Renewal of the mandate granted to PricewaterhouseCoopers to act as approved statutory auditor (réviseur d'entreprises agréé) of the Company for the year ending 31 March 2021

It is proposed that the Shareholders renew the mandate of PricewaterhouseCoopers to act as approved statutory auditor (réviseur d'entreprises agréé) of the Company under Luxembourg Companies Law for the year ending 31 March 2021.

- 9 -

LETTER FROM THE BOARD

(7) Re-appointment of PricewaterhouseCoopers as the external auditor of the Company

In accordance with Rule 13.88 of the Listing Rules, it is proposed that the Shareholders re-appoint PricewaterhouseCoopers as the external auditor of the Company to hold office from the conclusion of the Annual General Meeting until the next annual general meeting of the Company.

(8) Adoption of Share Option Plan 2020

The Share Option Plan 2016 was adopted on 28 September 2016 and expired on 27 September 2019. In view of the expiration of the Share Option Plan 2016, the Board proposes to adopt the Share Option Plan 2020 so that the Company can continue to provide incentives to and/or to reward Eligible Person(s), by way of granting options, after the expiration of the Share Option Plan 2016. An ordinary resolution will be proposed at the Annual General Meeting to seek Shareholders' approval for the adoption of the Share Option Plan 2020.

As at the Latest Practicable Date, 1,496,922 options granted under the Share Option Plan 2010, 7,066,050 options granted under the Share Option Plan 2013 and 10,966,200 options granted under the Share Option Plan 2016 remained outstanding. The Directors wish to state that they have no intention to grant any further options under the Share Option Plan 2016 before the Annual General Meeting and the termination of the Share Option Plan 2016.

  1. Purpose of the Share Option Plan 2020

The Share Option Plan 2020 will provide Eligible Person(s) with an opportunity to have a personal stake in the Company through an offer of grant of Options. The Shares subject to the Share Option Plan 2020 are identical in nature with the other Shares of the Company.

The purpose of the Share Option Plan 2020 is to achieve the following objectives:

. to motivate the Eligible Person(s) to optimize their performance, effectiveness and efficiency for the benefit of the Group; and

. to attract and retain or otherwise maintain an ongoing business relationship with the Eligible Person(s) whose contributions are or will be beneficial to the long- term growth of the Group.

(ii) Key Features of the Share Option Plan 2020

The Remuneration Committee, limited to its two independent non-executive Directors, is responsible for determining each year whether any grant of Options to executive Directors will be awarded and the performance targets to be used and will make recommendations to the Board for approval. No Options may be granted to executive Directors in the absence of the recommendation by the independent non-executive Directors of the Remuneration Committee and as no Director or any of his/her associates shall be involved in deciding his own remuneration, no executive Director will be

- 10 -

LETTER FROM THE BOARD

reviewing and/or approving his own remuneration in the Remuneration Committee and or/ on the Board even if the executive Director was a member of the Remuneration Committee.

In addition, the Share Option Plan 2020 states that any grant of Options, as applicable, proposed to be made to an Eligible Person who is a Director, chief executive or substantial Shareholder, or any of their respective associates must first be approved by all independent non-executive Directors (excluding any independent non-executive Director who is the proposed Grantee of such Options). No Option shall be granted to any Eligible Person where the Eligible Person is a Director, within the period prescribed in the Listing Rules during which a Director is prohibited from dealing in the securities of the Company.

No offer for the grant of Options shall be made after inside information has come to the knowledge of the Company until such inside information has been announced in accordance with the manner prescribed by the Listing Rules from time to time. Any grant of Options proposed to be made to an Eligible Person who is a substantial Shareholder or an independent non-executive Director, or any of their respective associates, must first be approved by the Shareholders in general meeting if the Shares issued (or transferred out of treasury) upon the exercise of such Options proposed to be granted to such person in the 12-month period up to and including the date of such grant (a) represent in aggregate over 0.1% of the number of Shares then in issue (excluding for these purposes Treasury Shares); and (b) have an aggregate value, based on the closing price of Shares at the date of each grant, in excess of HKD5 million.

Under the rules of the Share Option Plan 2020, the Board may during the Plan Period and at its discretion make an offer to grant an Option made in accordance with the Share Option Plan 2020 to an Eligible Person subject to such conditions as it may think fit. Under the rules of the Share Option Plan 2020, the Board may at its discretion, determine the period of time during which the right to exercise the Option in respect of all or some of the Shares to which the Option relates, will vest subject to and in accordance with the terms and conditions of the grant of the Option. The Board takes the view that the option period shall commence on the fourth anniversary from the date of grant to retain ongoing business relationship with the Eligible Persons and to provide a longer period for performance measurement.

There are no amounts payable to the Company by an Eligible Person upon the grant or acceptance of an Option.

(iii) Compliance with the Listing Rules

The provisions of the Share Option Plan 2020 will comply with the requirements of Chapter 17 of the Listing Rules. With respect to the operation of the Share Option Plan 2020, the Company will, where applicable, comply with the relevant requirements under Chapter 17 of the Listing Rules.

None of the Directors is a trustee of the Share Option Plan 2020 or has any direct or indirect interest in such trustee, if any.

- 11 -

LETTER FROM THE BOARD

(iv) Plan Mandate Limit

Save for the Share Option Plans 2010, 2013 and 2016, as at the Latest Practicable Date, there was not in existence any other share option scheme of the Company involving the issue of Shares (or transfer of Shares out of treasury).

The total number of Options subject to the Share Option Plan 2020 is 1.5% of the issued Shares as at the date of adoption of the Share Option Plan 2020 (excluding for these purposes the Treasury Shares).

  1. Maximum number of Shares

Based on the 1,476,964,891 Shares in issue as at the Latest Practicable Date, of which 15,232,370 Shares were held in treasury and assuming that there is no change in the issued Shares before the Annual General Meeting, the maximum number of Shares to be issued upon the exercise of Options that may be granted under the Share Option Plan 2020 are 21,925,987 Shares, being approximately 1.5% of the issued Shares (excluding for these purposes the Treasury Shares) as set out in the above (iv) Plan Mandate Limit.

(vi) Value of Share Options

The Board considers that it is not appropriate to state the value of all Options that can be granted pursuant to the Share Option Plan 2020 as at the Latest Practicable Date as a number of variables which are crucial for the calculation of the Option value have not been determined. Such variables include but are not limited to the exercise price, vesting period, exercise period and the conditions that an Option is subject to. The Board believes that any calculation of the value of the Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

  1. Conditions for the adoption of the Share Option Plan 2020
    The adoption of the Share Option Plan 2020 is conditional upon:
    1. the passing of an ordinary resolution to adopt the Share Option Plan 2020 by the Shareholders; and
    2. the Listing Committee of the Stock Exchange granting the approval for listing of, and permission to deal in, any Shares which may fall to be issued by the Company (or transferred out of treasury by the Company) pursuant to the exercise of Options in accordance with the terms of the Share Option Plan 2020.

A summary of the principal terms of the Share Option Plan 2020 is set out in Appendix V of this circular.

- 12 -

LETTER FROM THE BOARD

SPECIAL RESOLUTIONS

(9) Approval of the remuneration to be granted to Directors

Under Article 15.2 of the Articles of Association, the Shareholders shall approve by special resolution the remuneration to be granted to certain of the Directors which shall be as set out below:

Director's Fees

Director

(subject to approval of the board)

Mr. Reinold Geiger

-

Mr. André Joseph Hoffmann

-

Mr. Silvain Desjonquères

-

Mr. Thomas Levilion

-

Mr. Karl Guénard

-

Mr. Martial Thierry Lopez

EUR18,731

Mrs. Valérie Irène Amélie Monique Bernis

EUR27,981

Mr. Charles Mark Broadley

HKD376,938

Mr. Pierre Maurice Georges Milet

EUR27,981

Mr. Jackson Chik Sum Ng

HKD328,375

  1. Approval of the discharge granted to the Directors and PricewaterhouseCoopers for the exercise of their respective mandates during the year ended 31 March 2020

As required under Article 15.2 of the Articles of Association and Article 74 of the Luxembourg Companies Law, it is proposed that the Shareholders approve by special resolution the discharge to be granted to the Directors and the approved statutory auditor (réviseur d'entreprises agréé) of the Company for the exercise of their respective mandates during the year ended 31 March 2020.

(11) Approval of the remuneration to be granted to PricewaterhouseCoopers

Under Article 15.2 of the Articles of Association, the Shareholders shall approve by special resolution the remuneration to be granted to the approved statutory auditor (réviseur d'entreprises agréé) of the Company. It is proposed that the Shareholders approve the remuneration to be granted to PricewaterhouseCoopers, as the approved statutory auditor (réviseur d'entreprises agréé) of the Company, in an amount up to e1,380,000 for the year ended 31 March 2020 and in an amount up to e1,500,000 for the year ending 31 March 2021.

- 13 -

LETTER FROM THE BOARD

PAYMENT OF LUXEMBOURG WITHHOLDING TAX ON DIVIDEND AND REFUND PROCEDURES

This circular contains information provided by the Board in relation to the Luxembourg withholding tax deducted from the final dividends to be paid by the Company (subject to the approval of the Shareholders at the Annual General Meeting) and the refund procedures in connection with the deduction of such withholding tax. The Board has set out in Appendix IV to this circular information on which Shareholders may be eligible to benefit from the reduced Luxembourg withholding tax rate and details of the relevant refund procedures.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement in this circular misleading.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 31 to 36 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and if though fit approve (i) the granting to the Board of the General Mandate to issue Shares or transfer Shares out of treasury; (ii) the granting to the Board of the Repurchase Mandate to repurchase Shares; (iii) the re-election of retiring Directors; (iv) the election of executive Director; and (v) adoption of Share Option Plan 2020.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.loccitane.com). Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 4:00 p.m. (Hong Kong time) on Monday, 28 September 2020) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish in which case any proxy provided in advance shall be deemed to be withdrawn.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules and Article 15.5 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll. No shareholders are required to abstain from voting at the Annual General Meeting.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorized representative shall have one vote for each Share registered in his/her name in the register of Shareholders. A Shareholder entitled to more than one vote need not use all his/ her votes or cast all the votes he/she uses in the same manner.

An announcement on the poll vote results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Directors consider that all of the proposed resolutions described above are in the best interests of the Company and the Shareholders. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the rules of the Share Option Plan 2020 will be available for inspection at the registered office at 49, Boulevard Prince Henri L-1724 Luxembourg, Grand Duchy of Luxembourg and the principal place of business in Hong Kong at 20/F, K11 ATELIER King's Road, 728 King's Road, Quarry Bay, Hong Kong during normal business hours on any business day (other than Saturdays) from 1 September 2020 to and including the date of the Annual General Meeting.

Yours faithfully

By order of the Board

L'Occitane International S.A.

Mr. Reinold Geiger

Chairman

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

Executive Director

Mr. Thomas Levilion (''Mr. Levilion''), aged 60, was appointed as an executive Director with effect from 30 September 2008 and is the Group Deputy General Manager, Finance and Administration. He is primarily responsible for the Group's finance functions worldwide. Mr. Levilion joined the Group in March 2008 and is the managing director (''administrateur délégué'') of the Company. Furthermore, he is a manager (a ''gérant'') of M&L Distribution S.à.r.l. as well as the President of Verveina SAS. Between 1988 and 2007, Mr. Levilion worked at Salomon S.A., which was a subsidiary of Adidas AG and was subsequently acquired by the Amer Sports Corporation, where he was the controller and the VP controller and subsequently the chief financial officer. During this time he gained experience in global supply chains, turn-arounds,re-engineering of organisations and mergers and acquisitions. He has a master's degree in business administration from the Ecole des Hautes Etudes Commerciales in Paris, France, where he majored in finance, and a postgraduate degree in scientific decision making methods from the University of Paris-Dauphine, France.

The Company has entered into a service contract with Mr. Levilion for a term of three years commencing from 30 September 2011, and will continue thereafter for successive terms of three years until terminated by not less than three months' notice in writing served by either party on the other. His emoluments for the year ended 31 March 2020 were EUR865,000. This amount was determined by reference to his duties and responsibilities and the prevailing market conditions. His remuneration will be subject to review by the Remuneration Committee from time to time.

Save as disclosed above, Mr. Levilion does not hold any position with the Company or any other member of the Group, nor has any directorship in other listed public companies in the last three years and other major appointments and professional qualifications. Mr. Levilion does not have any relationship with any Directors, senior management, substantial shareholders or Controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Levilion has 1,840,300 underlying Shares in respect of options granted to him under the share option scheme of the Company. In addition, Mr. Levilion has 22,931 shares in LOG. Save as disclosed, Mr. Levilion did not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the Securities Futures Ordinance.

Save as disclosed above, there are no other matters concerning with Mr. Levilion that need to be brought to the attention of the Shareholders of the Company nor is/was Mr. Levilion involved in any of the matters are required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Independent Non-executive Directors

Mr. Charles Mark Broadley (''Mr. Broadley''), aged 56, was appointed as an independent non-executive Director with effect from 30 September 2008. He started his career in Investment Banking in Europe and Asia before becoming the Finance Director of The Hong Kong & Shanghai Hotels. Subsequently, he founded a private equity business focused on the hotel sector and is now an active investor in a number of businesses. Mr. Broadley graduated in law from Cambridge University, England.

The Company has entered into a service contract with Mr. Broadley for a term of three years commencing from 25 January 2010, and will continue thereafter for successive terms of three years until terminated by not less than three months' notice in writing served by either party on the other. His emoluments for the year ended 31 March 2020 were EUR47,000. This amount was determined by reference to his duties and responsibilities and the prevailing market conditions, and was based on the same parameters as received by all other independent non-executive Directors on the Board. His remuneration will be subject to review by the Remuneration Committee from time to time.

Save as disclosed above, Mr. Broadley does not hold any position with the Company or any other member of the Group, nor has any directorship in other listed public companies in the last three years and other major appointments and professional qualifications. Mr. Broadley does not have any relationship with any Directors, senior management, substantial shareholders or Controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Broadley did not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the Securities Futures Ordinance.

Save as disclosed above, there are no other matters concerning with Mr. Broadley that need to be brought to the attention of the Shareholders of the Company nor is/was Mr. Broadley involved in any of the matters are required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Jackson Chik Sum Ng (''Mr. Ng''), aged 59, was appointed as an independent non- executive Director with effect from 25 January 2010. Mr. Ng has extensive experience in accounting and financial management. He was previously the chief financial officer of Modern Terminals Limited. Mr. Ng previously worked at Coopers & Lybrand and also served as the group financial controller of Lam Soon Group, as the finance director of East Asia of Allergan Inc., a United States pharmaceutical company. Mr. Ng is a fellow of both the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Ng was a non-executive director of Tradelink Electronic Commerce Limited and was an independent non-executive director of Computech Holdings Limited. He holds a master of science degree in Finance from the Chinese University of Hong Kong and a master's degree in business administration from the Hong Kong University of Science and Technology.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The Company has entered into a service contract with Mr. Ng for a term of three years commencing from 25 January 2010, and will continue thereafter for successive terms of three years until terminated by not less than three months' notice in writing served by either party on the other. His emoluments for the year ended 31 March 2020 were EUR41,000. This amount was determined by reference to his duties and responsibilities and the prevailing market conditions, and was based on the same parameters as received by all other independent non- executive Directors on the Board. His remuneration will be subject to review by the Remuneration Committee from time to time.

Save as disclosed above, Mr. Ng does not hold any position with the Company or any other member of the Group, nor has any directorship in other listed public companies in the last three years and other major appointments and professional qualifications. Mr. Ng does not have any relationship with any Directors, senior management, substantial shareholders or Controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Ng has 30,000 Shares. Save as disclosed, Mr. Ng did not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the Securities Futures Ordinance.

Save as disclosed above, there are no other matters concerning with Mr. Ng that need to be brought to the attention of the Shareholders of the Company nor is/was Mr. Ng involved in any of the matters are required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II DETAILS OF DIRECTOR PROPOSED FOR ELECTION

The following are particulars of the Director (as required by the Listing Rules) proposed to be newly elected at the Annual General Meeting.

Mr. Séan Harrington (''Mr. Harrington''), aged 54, is the Chief Executive Officer of the brand Elemis. He is primarily responsible for the strategy and the global distribution of the brand Elemis, including without limitation its business development not only in the current key markets being the UK and the US but also with the focus on Asia. In this function, he is also member of the board of Elemis US Inc. and Elemis Ltd. He started to distribute European beauty brands via his family company M120 Ionithermie Ltd until 1990 enabling him to gain significant experience in the cosmetic sector. Driven by this experience, he became one of the key persons who launched the brand Elemis in 1990 and who co-developed the business and distribution concept, in particular the brand strategy of Elemis. In 1996, he was heading the brand Elemis as Managing Director and as such steered the Elemis participation in Steiner Leisure's IPO on Nasdaq, the sale of Steiner Leisure to LCatterton and the sale of the brand Elemis to the Company. He was appointed President in 2015 on relocation to the USA when LCatterton acquired Steiner then CEO in 2016 to create Elemis as a stand-alone identity outside of Steiner Group.

If elected as executive Director, the Company intends to enter into a service contract with Mr. Harrington for a term of three years commencing from 30 September 2020, and will continue thereafter for successive terms of three years until terminated by not less than three months' notice in writing served by either party on the other. His emoluments for the year ended 31 March 2020 were USD873,525. This amount was determined by reference to his duties and responsibilities and the prevailing market conditions. His remuneration will be subject to review by the Remuneration Committee from time to time.

Save as disclosed above, Mr. Harrington does not hold any position with the Company or any other member of the Group, nor has any directorship in other listed public companies in the last three years and other major appointments and professional qualifications. Mr. Harrington does not have any relationship with any Directors, senior management, substantial shareholders or Controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Harrington holds 132 shares in LOI Elemis S.àr.l. via his holding Harrington Holdings WA Pty. Ltd. Save as disclosed, Mr. Harrington did not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the Securities Futures Ordinance.

Save as disclosed above, there are no other matters concerning with Mr. Harrington that need to be brought to the attention of the Shareholders of the Company nor is/was Mr. Harrington involved in any of the matters are required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX III

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

ISSUED SHARES

As at the Latest Practicable Date, the number of issued Shares is 1,476,964,891 with nominal value of EUR0.03 each, of which 15,232,370 Shares were held in treasury. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase, during the period in which the Repurchase Mandate remains in force, an aggregate nominal amount of Shares up to EUR4,385,197.56 (equivalent to 146,173,252 Shares), representing 10% of the aggregate nominal amount of the issued Shares (excluding for these purposes the nominal amount of Shares that are held in treasury) as at the date of passing the resolution in relation to the Repurchase Mandate.

Under Luxembourg Law, the Shareholders are required to approve a price range for any Shares purchased under the Repurchase Mandate. To provide itself with maximum flexibility, the Board proposes to approve repurchases at a price range of between HK$8 and HK$30. This range should not be taken to indicate the Directors' views of the price of the Shares.

REASONS FOR AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the Luxembourg Companies Law. The Luxembourg Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Luxembourg Companies Law. The amount of premium payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Luxembourg Companies Law.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interest of the Company and in accordance with the applicable law (including the public float requirements as set forth hereafter). The Directors consider that if the Repurchase Mandate was to be exercised in full at the current prevailing market value, it may not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 March 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not

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APPENDIX III

EXPLANATORY STATEMENT

propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their close associates, as defined in the Listing Rules, currently intends to sell any Shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders. The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Luxembourg. No core connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the proposed Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated (through application of Rule 32 of the Takeovers Code) as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Reinold Geiger was interested in (for the purposes of the Takeovers Code) 1,095,207,972 Shares, including the 15,232,370 Treasury Shares being held by the Company, representing approximately 74.15% of the voting rights in the Company (or 73.88% of the Shares excluding for these purposes the Treasury Shares as having no voting rights). If the Directors exercise in full the Repurchase Mandate, being 10% of the issued shares less the Treasury Shares on hand, Mr. Reinold Geiger's interests in the Company will be increased to approximately 84.05% of the voting right in the Company (or 82.09% of the Shares excluding for these purposes the Treasury Shares as having no voting rights).

PUBLIC FLOAT REQUIREMENTS

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

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APPENDIX III

EXPLANATORY STATEMENT

SHARE REPURCHASES MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the 6 months prior to the Latest Practicable Date.

No Treasury Shares will be transferred or sold out of treasury other than in accordance with the terms and conditions of the Treasury Shares Waiver.

SHARE PRICES

During the 12 calendar months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares recorded on the Stock Exchange were as follows:

Highest traded

Lowest traded

Month

prices

prices

HK$

HK$

2019

July

17.38

15.00

August

17.30

14.90

September

17.36

15.12

October

19.22

15.34

November

20.75

17.38

December

20.05

18.40

2020

January

19.66

15.64

February

17.12

13.50

March

14.90

10.02

April

12.86

10.24

May

14.32

11.24

June

14.96

12.20

July

14.70

12.30

August (up to Latest Practicable Date)

13.80

12.14

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APPENDIX IV

PAYMENT OF LUXEMBOURG WITHHOLDING TAX

ON DIVIDENDS AND REFUND PROCEDURES

DIVIDEND

On 29 June 2020, the Board recommended the distribution of a final dividend of 0.02228 per Share for a total amount of 32.6 million or 28.0% of the net profit attributable to the equity owners of the Company.

The amount of the proposed dividend is based on 1,461,732,521 Shares in issue excluding the 15,232,370 Shares held in treasury as per the Latest Practicable Date, and is subject to approval by the Shareholders at the forthcoming Annual General Meeting.

Such a recommended dividend is in accordance with the dividend policy set out in the section headed ''Dividend Policy'' in the Prospectus. The Company currently intends to pay a dividend once a year. The payment shall be made in Euros, except that payment to Shareholders whose names appear on the register of members in Hong Kong shall be paid in Hong Kong dollars. The dividends will be paid after retention of Luxembourg withholding tax as described below. All dividend payments will be rounded to the nearest full cent of Euro or Hong Kong dollar (as applicable).

The following are the details of the payment of Luxembourg withholding tax on dividends and refund procedures required to be disclosed/announced at the time the Company declares any dividend payment.

WITHHOLDING TAX

Dividends paid by the Company to the Shareholders are as a rule subject to a withholding tax of up to 15% in Luxembourg, depending on specific circumstances. However, subject to the provisions of an applicable double tax treaty, the rate of withholding tax may be reduced. For instance, based on the provisions of the double tax treaty between Luxembourg and Hong Kong dated 2 November 2007 as amended on 11 November 2010, dividends paid by the Company to Hong Kong resident Shareholders may, under certain conditions, be exempt from Luxembourg withholding tax (i.e. if the beneficial owner is a company (other than a partnership) which holds directly at least 10% of the capital of the Company or a participation with an acquisition cost of at least 1.2 million in the Company). In all other cases, the Luxembourg withholding tax levied on dividends paid by the Company to Hong Kong resident Shareholders will be 10% of the gross amount of the dividends.

In the Prospectus, the Company set out detailed information about the anticipated procedures for reclaiming all or part of the withholding tax in accordance with the provisions of the double tax treaty between Luxembourg and Hong Kong. All other Shareholders who believe that they are entitled to any treaty exemption or reduced rates on dividend payments made by the Company will need to apply to the Luxembourg tax authorities directly on their own behalf to establish their eligibility to the satisfaction of, and obtain a refund from, the Luxembourg tax authorities. For such Shareholders, in order to benefit from any treaty exemption or reduced rates on dividend payments made by the Company, it is recommended that the Shareholders obtain the relevant tax Form 901 bis from the Luxembourg Direct Tax Administration at www.impotsdirects.public.lu under the folder ''Formulaires''. Shareholders should then proceed to point 4 labelled ''Retenues d'impot a la source'' and click on

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APPENDIX IV

PAYMENT OF LUXEMBOURG WITHHOLDING TAX

ON DIVIDENDS AND REFUND PROCEDURES

''Dividendes''. The Form 901 bis should be completed and forwarded to the Hong Kong Inland Revenue Department (the ''IRD'') who will provide the confirmation that the applicant is a tax resident of Hong Kong. Once the IRD has confirmed the applicant as being a tax resident of Hong Kong by endorsing the completed Form 901 bis, the endorsed form would be returned to the applicant who should then forward the form to the relevant address in Luxembourg for reimbursement.

Shareholders should however be aware that the above recommendations do not prevail over any applicable Luxembourg Law or tax treaty between Luxembourg and Hong Kong and Shareholders remain subject to tax in Luxembourg on dividends distributed by the Company in accordance with Luxembourg Laws and any applicable tax treaty.

Shareholders should seek independent professional advice in relation to the procedures and timing involved in obtaining a reduced rate of withholding tax.

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APPENDIX V THE PRINCIPAL TERMS OF THE SHARE OPTION PLAN 2020

1. Purpose

The Share Option Plan 2020 will provide Eligible Person(s) with an opportunity to have a personal stake in the Company through an offer of grant of Options.

The purpose of this Share Option Plan 2020 is to achieve the following objectives:

. to motivate the Eligible Person(s) to optimize their performance, effectiveness and efficiency for the benefit of the Group; and

. to attract and retain or otherwise maintain an ongoing business relationship with the Eligible Person(s) whose contributions are or will be beneficial to the long-term growth of the Group.

2. Participants

The Participants of the Share Option Plan 2020 include employees of the Group, all its Directors including non-executive Directors and Shareholders selected to participate in the Share Option Plan 2020. In determining the basis of eligibility of each Participant, the Board will take into account such factors as it may at its discretion consider appropriate, including but not limited to whether the Participant has contributed or will contribute to the business growth and value of the Group.

3. Grant of Options

Under the rules of the Share Option Plan 2020, the Board may during the Plan Period at its discretion grant Options in accordance with the Share Option Plan 2020 to an Eligible Person subject to such conditions as the Board may think fit. The Board may at its discretion, determine the period of time during which the Options can be exercised in respect of all or some of the Shares to which the grant of Options relate will vest subject to and in accordance with the terms and conditions of the grant of Options.

4. Number of shares subject to the Share Option Plan 2020

The total number of Options subject to the Share Option Plan 2020 is 1.5% of the issued Shares (excluding Treasury Shares) as at the date of adoption of the Share Option Plan 2020.

Under the Listing Rules, the total number of Shares which may be issued upon exercise of Options to be granted under the Share Option Plan 2020 or any other Share option plans adopted by the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) shall not exceed 10% of the aggregate of the Shares in issue (excluding Treasury Shares). Options which have lapsed shall not be counted in calculating the 10% limit.

The Company may refresh the limit set for the Share Option Plan 2020 to 1.5% with Shareholders' approval provided that each such limit (as refreshed) may not exceed 10% of the Shares in issue as at the date of the Shareholders' approval. Options previously granted under the Share Option Plan 2020 and any other Share option plans adopted by the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) (including those

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APPENDIX V THE PRINCIPAL TERMS OF THE SHARE OPTION PLAN 2020

outstanding, cancelled or lapsed in accordance with the relevant plan or exercised options) will not be counted for the purpose of calculating the limit to be refreshed. In such case, the Company shall send a circular to its Shareholders containing the information required under the Listing Rules.

The Company may seek separate approval by Shareholders in general meeting for granting Options beyond the 10% limit set out above provided that the Options in excess of the limit are granted only to Participants specially identified by the Company before such approval is sought. In such case, the Company shall send a circular to its Shareholders containing the information required under the Listing Rules.

Notwithstanding anything in the above paragraphs, the total number of Shares which may be issued upon exercise of all Options granted and yet to be exercised under the Share Option Plan 2020 or any other share option plans adopted by the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) must not exceed 30% of the Shares in issue from time to time (excluding Treasury Shares). No Options may be granted under the Share Option Plan 2020 and any other share option plan of the Company if this will result in such limit being exceeded.

5. Maximum entitlement of each Participant under the Share Option Plan 2020

Subject to the following paragraphs, the total number of Shares issued and to be issued upon exercise of the Options granted to each Participant (including both exercised, cancelled and outstanding Options) under the Share Option Plan 2020 or any other share option plan adopted by the Company (and to which the provisions of Chapter 17 of the Listing Rules are applicable) in any 12-month period must not exceed 1% of the Shares in issue (excluding Treasury Shares).

Any further grant of Options which would result in the number of Shares issued as aforesaid exceeding the said 1% limit must be subject to prior Shareholders' approval with the relevant Participant and his associates (as defined under the Listing Rules) abstaining from voting. The Company shall send a circular to its Shareholders containing the information required under the Listing Rules. The number and terms of the Options to be granted to such Participant shall be fixed before the Shareholders' approval of the grant of such Options and the date of Board meeting for proposing such further grant should be taken as the offer date for the purpose of calculating the exercise price.

In addition, each grant of Options to any Director, chief executive or substantial Shareholder (or any of their respective associates) shall be subject to the prior approval of the independent non-executive Directors (excluding any independent non-executive Director who is a proposed Grantee of the Option).

Where any grant of Options to a substantial Shareholder or an independent non-executive Director, or any of their respective associates (as defined under the Listing Rules), would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12- month period up to and including the date of such grant:

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APPENDIX V THE PRINCIPAL TERMS OF THE SHARE OPTION PLAN 2020

  1. representing in aggregate over 0.1% (or such other higher percentage as may from time to time be specified by the Stock Exchange) of the Shares in issue (excluding Treasury Shares); and
  2. having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the date of such grant, in excess of HKD5 million (or such other higher amount as may from time to time be specified by the Stock Exchange),

such grant of Options shall be subject to prior approval by the Shareholders (voting by way of poll). The Company shall send a circular to its Shareholders containing the information required under the Listing Rules.

6. Duration

The validity of the authorization of the plan representing the time period in which the Board could grant the Options is three years. Options generally vest and become exercisable from the date (the ''Vesting Date'') falling four years (the ''Vesting Period'') after the date of grant. The Vesting Period will be notified to the grantees on the grant of the Options. Subject to exceptions, Grantees leaving the employment of the Company within four years of receiving a grant of Options would in principle forfeit the respective options. Options vest at one point in time and not in stages.

The exercise period is set at four years from the Vesting Date.

7. Performance target

The Grantee may be required to achieve performance targets as the Board may specify in the grant before any Option can be exercised.

8. Exercise Price

The Exercise Price shall be at a price determined by the Board at its absolute discretion and notified to the Participant and shall be no less than the higher of:

  1. the closing price of the Shares as stated in the daily quotation sheets issued by the Stock Exchange on the offer date;
  2. the average closing price of the Shares as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the offer date (provided that the new issue price shall be used as the closing price for any business day falling within the period before listing of the Shares where the Company has been listed for less than five business days or at the offer date); and
  3. the nominal value of a Share on the date of grant.

For the avoidance of doubt, no amount is payable to the Company by an Eligible Person upon the grant or acceptance of an Option.

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APPENDIX V THE PRINCIPAL TERMS OF THE SHARE OPTION PLAN 2020

9. Lapse of Options

An Option shall lapse automatically (to the extent not already exercised) on the earliest

of:

  1. the expiry of the exercise period of the Option;
  2. the occurrence of certain circumstances resulting in the lapse of the Option as specified in the Share Option Plan 2020, including in the event a Grantee ceases to be an Employee or Director, dies, becomes disabled, retires or a general offer by way of a voluntary offer takeover or otherwise is made, of in the event of a compromise or arrangement other than a scheme of arrangement being proposed in connection with a scheme for reconstruction or amalgamation of the Company;
  3. subject to the scheme of arrangement becoming effective, the expiry of the period for exercising the Option;
  4. subject to a notice to convening a Shareholders' meeting to approve a resolution to voluntarily wind-up the Company, the date of commencement of the winding up of the Company;
  5. the date on which the Grantee commits a breach of paragraph 13 below;
  6. the date on which the Grantee (being an Employee or a director of any member of the Group) ceases to be an Employee or a director by reason of the termination of his or her employment, appointment or directorship on the grounds that he or she has been guilty of serious misconduct or has been convicted of any criminal offence involving his or her integrity or honesty or on any other ground on which an employer would be entitled to terminate his or her employment summarily, provided that whether any one or more of the events specified in the above occur in relation to a Grantee shall in the reasonable opinion of the Board be solely and conclusively determined by the Board;
  7. where the Grantee is an Employee, director of a member of the Group (other than the Company), the date on which such member ceases to be a member of the Group;
  8. unless the Board otherwise determines, the date the Grantee ceases to be a Participant (as determined by a Board resolution) for any reason; and
  9. the date on which the Option is cancelled by the Board.

An Option granted but not yet vested with the Grantee shall also lapse automatically in the event that the Grantee being an Employee or director ceases to be an Employee or director, as the case may be, for whatever reason.

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APPENDIX V THE PRINCIPAL TERMS OF THE SHARE OPTION PLAN 2020

10. Reorganisation of capital structure

In the event of any capitalization issue, rights issue, sub-division or consolidation of shares or reduction of share capital of the Company, but excluding, for the avoidance of doubt, any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party, the Board shall determine what adjustment is required to be made to the subscription price and/or the number of shares to be issued (or transferred out of treasury) on exercise of the Options, and the auditors or financial advisors engaged by the Company for such purpose shall certify in writing to the Board that such adjustments satisfy the requirements set out in Rule 17.03(13) of the Listing Rules and the note thereto and the supplementary guidance attached to the letter from the Stock Exchange dated 5 September 2005 to all issuers relating to share option schemes (the ''Supplemental Guidance''). The capacity of the auditors or financial advisor in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the auditors or financial advisor shall be borne by the Company.

Any such adjustments shall give the Participant the same proportion of the equity capital of the Company (as interpreted in accordance with the Supplemental Guidance) and any adjustments to the advantage of the Participants to the exercise price or to the number of Shares subject to the Options must be approved by the Shareholders in general meeting, and no adjustment may be made to the extent that Shares would be issued at less than their nominal value. In addition, any adjustment to be made will comply with the Listing Rules, the Supplemental Guidance and any future guidance/interpretation of the Listing Rules issued by the Stock Exchange from time to time.

11. Cancellation of Options

The Board may at any time cancel Options previously granted to, but not yet exercised by a Grantee. Where the Company cancels Options and offers Options to the same Grantee, the offer of such new Options may only be made with available Options to the extent not yet granted (excluding the cancelled Options) within the limit approved by the Shareholders as mentioned in paragraph 4 above.

12. Termination

The Company by ordinary resolution of the Shareholders, or the Board, may at any time terminate the operation of the Share Option Plan 2020, and in such event, no further Options will be offered or granted, but in all other respects the Share Option Plan 2020 shall remain in full force and effect. Any granted but unexercised Options shall continue to be exercisable in accordance with their terms of issue after the termination of the Share Option Plan 2020.

13. Transferability of Options

An Option shall be personal to the Grantee and shall not be assignable or transferable. No Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interests in favour of any third party over or in relation to any Option.

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APPENDIX V THE PRINCIPAL TERMS OF THE SHARE OPTION PLAN 2020

14. Voting and Dividend Rights

No voting rights shall be exercisable and no dividends or other distributions shall be payable in relation to Options that have not been exercised. The Shares to be allotted upon the exercise of an Option granted under the Share Option Plan 2020 will be subject to all the provisions of the Articles of Association and will rank pari passu with the other fully paid Shares in issue on the date of allotment and accordingly will entitle an Option holder, to the extent the Options have been duly exercised and the Shares are accordingly duly issued (or transferred out of treasury) to the Option holder, to participate in all dividends or other distributions paid or made on or after the date of allotment, including those arising on a liquidation of the Company, other than any dividend or other distributions previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment.

15. Amendments

Subject to the terms set out in the paragraph below, the Board may amend in writing any of the provisions of the Share Option Plan 2020 (including without limitation amendments in order to comply with changes in legal or regulatory requirements and amendments in order to waive any restrictions, imposed by the provisions of the Share Option Plan 2020, which are not found in Chapter 17 of the Listing Rules) at any time (but not so as to affect adversely any rights which have accrued to any Grantee at that date). Those specific provisions of the Share Option Plan 2020 which relate to the matters set out in Rule 17.03 of the Listing Rules cannot be altered to the advantage of Participants, and no changes to the authority of the directors or administrator of the Share Option Plan 2020 in relation to any alteration of the terms herein shall be made, without the prior approval of Shareholders in general meeting.

Any alterations to the terms and conditions of the Share Option Plan 2020 which are of a material nature, or any change to the terms of Options granted, must be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing terms of the Share Option Plan 2020. The Share Option Plan 2020 so altered must comply with Chapter 17 of the Listing Rules.

Any change to the authority of the Board or administrators of the Share Option Plan 2020 in relation to any alteration to the terms of the Share Option Plan 2020 must be approved by Shareholders in general meeting.

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NOTICE OF ANNUAL GENERAL MEETING

L'OCCITANE INTERNATIONAL S.A.

49, Boulevard Prince Henri L-1724 Luxembourg

R.C.S. Luxembourg: B80359

(Incorporated under the laws of Luxembourg with limited liability)

(Stock code: 973)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of L'Occitane International S.A. (the ''Company'') will be held at the registered office of the Company at 49, Boulevard Prince Henri L-1724 Luxembourg, Grand Duchy of Luxembourg on Wednesday, 30 September 2020 at 10:00 a.m. Central European Time for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions. Unless indicated otherwise, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 31 August 2020.

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass, with or without modification, the following resolutions as ordinary resolutions:

  1. To receive and adopt the statutory accounts and the audited consolidated financial statements of the Company for the year ended 31 March 2020 and to acknowledge the content of the reports of the Board and the auditor of the Company.
  2. To declare a final dividend of a total amount of32.6 million for the year ended 31 March 2020.
  3. To re-elect the following retiring Directors for a term of three years:
    1. Mr. Thomas Levilion as an executive Director;
    2. Mr. Charles Mark Broadley as an independent non-executive Director;
    3. Mr. Jackson Chik Sum Ng as an independent non-executive Director.
  4. To elect Mr. Séan Harrington as an executive Director for a term of three years.
  5. (A) ''That:
    1. for the purpose of this resolution:
      1. any reference to the issue or allotment of shares shall include the sale or transfer of Treasury Shares out of treasury;

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NOTICE OF ANNUAL GENERAL MEETING

    1. Treasury Shares means shares in the capital of the Company that have been repurchased by the Company and are held in treasury, as authorized by the Luxembourg Companies Laws;
    2. ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
      1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Articles of Association to be held; and
      3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting; and
    3. ''Rights Issue'' means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares in the capital of the Company or any class thereof whose names appear on the register of shareholders on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company);
  1. subject to paragraph (iv) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot or issue (or in the case of Treasury Shares, transfer or sell) such securities or to grant any offers, agreements and/or options which would or might require securities to be issued, allotted or disposed of (or in the case of Treasury Shares, subject to the Treasury Shares Waiver being obtained, transferred or sold) be and is hereby generally and unconditionally approved;
  2. the approval in paragraph (ii) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined above) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

    1. the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) (or in the case of Treasury Shares (subject to the Treasury Shares Waiver being obtained, transferred or sold,) by the Directors during the Relevant Period pursuant to paragraph (ii) above, otherwise than pursuant to:
      1. a Rights Issue (as defined above); or
      2. exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or
      3. any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or
      4. any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company; shall not exceed the aggregate of 20% of the aggregate nominal amount of the shares of the Company in issue as at the date of passing this resolution (excluding for these purposes the nominal amount of all Treasury Shares).''
  1. ''That
    1. for the purpose of this resolution:
  1. ''Treasury Shares'' means shares in the capital of the Company that have been repurchased by the Company and are held in treasury, as authorized by the Luxembourg Companies Laws;
  2. ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
    1. the conclusion of the next annual general meeting of the Company;
    2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

      1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting; and
    1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as defined above) of all the powers of the Company to repurchase (and either cancel or hold in treasury) shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;
    2. the aggregate nominal amount of the shares of the Company, which may be repurchased pursuant to the approval in paragraph (ii) above shall not exceed 10% of the aggregate nominal amount of the issued shares of the Company as at the date of passing of this resolution (excluding the nominal value of any Treasury Shares as at such date) and provided that to comply with the Luxembourg Companies Law all such repurchase are made within a price range between HK$8 and HK$30, and the said approval shall be limited accordingly; and
    3. subject to the passing of each of the paragraphs (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (ii) and (iii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked.''
  1. ''That conditional upon the resolutions numbered 5(A) and 5(B) set out in the notice convening of this meeting being passed, the general mandate granted to the Directors pursuant to the ordinary resolution numbered 5(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the issued shares of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the issued shares of the Company repurchased and cancelled by the Company under the authority granted pursuant to ordinary resolution numbered 5(B) set out in the notice convening this meeting, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued shares of the Company in issue at the date of passing of the resolutions (excluding the nominal amount of any shares held in treasury as at such date).''

6. To renew the mandate granted to PricewaterhouseCoopers to act as approved statutory auditor (réviseur d'entreprises agréé) of the Company for the financial year ending 31 March 2021.

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NOTICE OF ANNUAL GENERAL MEETING

  1. To re-appoint PricewaterhouseCoopers as the external auditor of the Company to hold the office from the conclusion of the Annual General Meeting until the next annual general meeting of the Company.
  2. ''That conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') granting approval of the listing of, and permission to deal in, any Shares which may fall to be issued or transferred out of treasury pursuant to the exercise of options to be granted under the Share Option Plan 2020 of the Company, a copy of which has been produced to this Meeting marked ''A'' and signed by the chairman of this meeting for the purpose of identification (the ''Share Option Plan 2020''), the Share Option Plan 2020 be and is hereby approved and adopted; and the Directors be and are hereby authorised to grant options to the eligible persons under the Share Option Plan 2020 and to allot and issue Shares or, transfer Treasury Shares out of treasury, representing up to 1.5% of the Company's issued shares as at the date of this resolution (excluding Treasury Shares) upon the exercise of any options granted thereunder and pursuant to the terms and conditions thereof, and to do all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Share Option Plan 2020.''

SPECIAL RESOLUTIONS

  1. To approve the remuneration to be granted to certain Directors and to authorize the Board to implement any subsequent actions which may be required, including, for the avoidance of doubt, the payment modalities.
  2. To grant discharge to the Directors for the exercise of their mandate during the financial year ended 31 March 2020.
  3. To grant discharge to the approved statutory auditor (réviseur d'entreprises agréé) of the Company, PricewaterhouseCoopers for the exercise of its mandate during the financial year ended 31 March 2020.
  4. To approve the remuneration to be granted to PricewaterhouseCoopers as the approved statutory auditor (réviseur d'entreprises agréé) of the Company.

By order of the Board of Directors

L'Occitane International S.A.

Mr. Reinold Geiger

Chairman

Luxembourg, 31 August 2020

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NOTICE OF ANNUAL GENERAL MEETING

Registered office:

Principal place of business

49, Boulevard Prince Henri

in Hong Kong:

L-1724 Luxembourg

20/F, K11 ATELIER King's Road

728 King's Road

Quarry Bay

Hong Kong

Notes:

  1. Ordinary resolution numbered 5(C) will be proposed to the Shareholders for approval provided that ordinary resolutions numbered 5(A) and 5(B) are first passed by the Shareholders.
  2. A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder.
  3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the persons so present whose name stands first on the register of Shareholders in respect of such share shall alone be entitled to vote in respect thereof.
  4. In order to be valid, a form of proxy must be deposited at the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. Central European Time on Monday, 28 September 2020) or any adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the meeting or any adjournment thereof if they so wish, provided that the proxy shall in that case be withdrawn and shall not be taken into account for the voting.
  5. The transfer books and register of Shareholders will be closed from Friday, 25 September 2020 to Wednesday, 30 September 2020, both days inclusive, during which period no share transfers can be registered, for determining the right to attend and vote at the Annual General Meeting. All transfers accompanied by the relevant share certificate(s) must be lodged with the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 24 September 2020.
  6. In respect of the ordinary resolution numbered 5(A) above, the Directors wish to state that they have no immediate plans to issue any new Shares or transfer any Shares out of treasury. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules. The Directors further confirm that they have no present intention to transfer any Treasury Shares out of treasury.
  7. In respect of ordinary resolution numbered 5(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase Shares in circumstances which they deem appropriate for the benefits of Shareholders. The Explanatory Statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own Shares, as required by the Listing Rules, is set out in Appendix III to the accompanied circular dated 31 August 2020.

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L'Occitane International SA published this content on 31 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2020 09:34:01 UTC