L'Occitane International S A : POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 25 SEPTEMBER 2019 AND PAYMENT OF FINAL DIVIDEND

No. of Votes (%)

Ordinary Resolutions

For

Against

Abstain

1.

To receive and adopt the statutory accounts and

1,227,170,349

0

216,250

audited consolidated financial statements of the

(100.000000%)

(0.000000%)

Company for the year ended 31 March 2019 and to

acknowledge the content of the reports of the board

of directors and the auditor of the Company.

2.

To

declare

a

final dividend

of a

total amount of

1,227,386,599

0

0

€43,400,000 for the year ended 31 March 2019.

(100.000000%)

(0.000000%)

3.

To re-elect the following retiring directors of the Company for a term of 3 years:

(i)

Mrs. Valérie Irène Amélie Monique Bernis as

1,225,545,449

1,841,150

0

an independent non-executive director of the

(99.849994%)

(0.150006%)

Company

(ii)

Mr. Pierre Maurice Georges Milet as an

1,225,298,803

2,087,796

0

independent non-executive director of the

(99.829899%)

(0.170101%)

Company

4.

(A)

To give a general mandate to the directors to

1,142,446,271

84,940,328

0

allot, issue and deal with or, subject to the

(93.079578%)

(6.920422%)

Treasury Shares Waiver being obtained,

transfer or sell out of treasury and deal with,

additional shares not exceeding 20% of the

aggregate nominal amount of the issued shares

of the Company (excluding the nominal capital

of those shares that are held in Treasury).

(B)

To give a general mandate to the directors to

1,226,229,249

1,157,350

0

repurchase shares not exceeding 10% of the

(99.905706%)

(0.094294%)

aggregate nominal amount of the issued shares

of the Company (excluding the nominal capital

of those shares that are held in Treasury)

within

a

price

range

between HK$10

and

HK$30.

(C)

To extend the authority given to the directors

1,142,457,522

84,929,077

0

pursuant to ordinary resolution no. 4(A) to

(93.080495%)

(6.919505%)

issue shares by adding to the aggregate

nominal amount of the issued shares of the

Company the number of shares repurchased

under ordinary resolution no. 4(B).

5.

To

renew

the

mandate

granted

to

1,227,345,849

40,750

0

PricewaterhouseCoopers to act as approved statutory

(99.996680%)

(0.003320%)

auditor of the Company for the financial year ending

31 March 2020.

6.

To

re-appoint PricewaterhouseCoopers as the

1,227,370,849

15,750

0

external auditor of the Company to hold the office

(99.998717%)

(0.001283%)

from the conclusion of the Annual General Meeting

until the next annual general meeting of the

Company.

No. of Votes (%)

Special Resolutions

For

Against

Abstain

7.

To approve the remuneration to be granted to certain

1,227,386,599

0

0

directors of the Company and to authorize the board

(100.000000%)

(0.000000%)

of directors to implement any subsequent actions

which may be required, including, for the avoidance

of doubt, the payment modalities.

8.

To grant discharge to the directors for the exercise

1,222,783,699

1,878,650

2,708,500

of their mandate during the financial year ended 31

(99.846599%)

(0.153401%)

March 2019.

9.

To grant discharge to the approved statutory auditor

1,222,821,199

1,856,900

2,708,500

of the Company, PricewaterhouseCoopers for the

(99.848376%)

(0.151624%)

exercise of its mandate during the financial year

ended 31 March 2019.

10.

To approve the remuneration to be granted to

1,227,386,599

0

0

PricewaterhouseCoopers as the approved statutory

(100.000000%)

(0.000000%)

auditor of the Company.