L'Occitane International S A : Major Transaction - Acquisition of ELEMIS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

LR14.58(1),

LR13.52

Note 5

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)

MAJOR TRANSACTION

LR13.51A

ACQUISITION OF ELEMIS

INTRODUCTION

The Company is pleased to announce that on 11 January 2019 (after trading hours), Steiner Leisure and Nemo UK as sellers, Steiner Leisure as seller representative and the Company as buyer entered into the Purchase Agreement, pursuant to which, among other things, the Company agreed to purchase "ELEMIS" by way of acquisition of (i) 100% equity interest in Elemis USA from Steiner Leisure; and (ii) 100% equity interest in Elemis Limited from Nemo UK.

The Closing of the Acquisition is subject to the satisfaction (or waiver) of the Conditions Precedent, including the signing of the Cosmetics Ltd Transfer Agreement, pursuant to which all of the outstanding equity securities of Cosmetics Ltd will be transferred to the Company.

After the closing of the Acquisition and the Cosmetics Ltd Acquisition, Elemis USA, Elemis Limited and Cosmetics Ltd will become wholly-owned subsidiaries of the Company.

The estimated maximum sum of the Purchase Price payable by the Company under the Purchase Agreement, having taken into account the maximum potential adjustments, is approximately US$900,000,000 (equivalent to approximately HK$7,020,000,000).

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios set forth under Rule 14.07 of the Listing Rules in respect of the Acquisition and the Cosmetics Ltd Acquisition are more than 25% but less than 100%, the Acquisition together with the Cosmetics Ltd Acquisition constitutes a major transaction for the Company and is subject to the reporting, announcement and shareholders' approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has a material interest in the Acquisition and accordingly, no Shareholder is required to abstain from voting if the Company were to convene a general meeting to approve the Acquisition and the Cosmetics Ltd Acquisition.

As at the date of this announcement, LOG and Mr. Reinold Geiger (chairman of the Board and an executive Director) are a closely allied group of Shareholders interested in approximately 74.23% of the Company's issued share capital. The Company has obtained the written approval of LOG and Mr. Reinold Geiger for the Acquisition and the Cosmetics Ltd Acquisition pursuant to Rule 14.44 of the Listing Rules and, as a result, no extraordinary general meeting will be convened to consider the Acquisition and the Cosmetics Ltd Acquisition.

GENERAL

Rule 14.41(a) of the Listing Rules requires the Company to dispatch, within 15 business days after the publication of this announcement, a circular containing, among other things, further details of the Acquisition and the Cosmetics Ltd Acquisition and the relevant financial information about the Target Companies and Cosmetics Ltd to the Shareholders. It is expected that additional time is required by the Company to prepare the relevant financial information, including in particular the relevant financial information of the companies being acquired for the financial year ended 31 December 2018, which are currently expected to be available on or around 31 March 2019. The Company will apply to the Stock Exchange for a waiver from strict compliance with Rule 14.41(a) to extend the despatch date of the circular. Subject to the waiver being granted, the circular is expected to be despatched on or before 15 April 2019.

Completion of the Acquisition is conditional upon the satisfaction or, if applicable, waiver of the Conditions Precedent. Accordingly, the Acquisition may or may not proceed. Shareholders and potential investors are therefore advised to exercise caution when dealing in the Shares.

INTRODUCTION

The Company is pleased to announce that on 11 January 2019 (after trading hours), Steiner Leisure and Nemo UK as sellers, Steiner Leisure as seller representative and the Company as buyer entered into the Purchase Agreement, pursuant to which, among other things, the Company agreed to purchase ELEMIS by way of acquisition of (i) 100% equity interest in Elemis USA from Steiner Leisure; and (ii) 100% equity interest in Elemis Limited from Nemo UK.

The Closing of the Acquisition is subject to the satisfaction (or waiver) of the Conditions Precedent, including the signing of the Cosmetics Ltd Transfer Agreement, pursuant to which all of the outstanding equity securities of Cosmetics Ltd will be transferred to the Company.

After the closing of the Acquisition and the Cosmetics Ltd Acquisition, Elemis USA, Elemis Limited and Cosmetics Ltd will become wholly-owned subsidiaries of the Company.

THE ACQUISITION

Set out below is a summary of the principal terms and conditions of the Purchase Agreement and the transactions contemplated thereunder:

DateLR14.58(3)

11 January 2019 (after trading hours)

Parties

• (a) the Company, as buyer;

• (b) Steiner Leisure, as seller and representative of the Sellers; and

• (c) Nemo UK, as seller.

Acquisition of the Target Companies

The Company agreed to purchase and the respective Sellers agreed to sell (i)LR14.60(1)

(2)

100% equity interest in Elemis USA from Steiner Leisure; (ii) 100% equity interest in Elemis Limited from Nemo UK.

Purchase Price

The Purchase Price, subject to adjustments pursuant to the terms of the PurchaseLR14.58(4)Agreement, is (i) US$900,000,000 (equivalent to approximately HK$7,020,000,000), plus (ii) the amount of cash and cash equivalents of the Target Group at the Adjustment Time, plus (iii) the amount of the Net Working Capital Adjustment, minus (iv) the amount of indebtedness of the Target Group as of the Adjustment Time, minus (v) the Company Expenses.

The Purchase Price was arrived at after arm's length commercial negotiationsLR14.58(5)between the Parties. The Purchase Price is based on market conditions, the net asset value of the Target Companies and the prospects of ELEMIS.

The estimated maximum sum of the Purchase Price payable by the Company under the Purchase Agreement, having taken into account the maximum potential adjustments, is approximately US$900,000,000 (equivalent to approximately HK$7,020,000,000).

The Purchase Price will be funded by the Company's cash on hand and bank borrowings.

Terms of payment

At Closing, the Company shall pay, or cause to be paid:

• (i) to the account(s) designated by the Seller Representative, by wire transfer of immediately available funds, an amount equal to the portion of the Company Expenses owing to the persons set forth in the Funds Flow;

• (ii) to the account(s) designated in the relevant payoff letter(s), by wire transfer of immediately available funds, an amount equal to the portion of the indebtedness of the Target Group owing to the persons in accordance with such payoff letters, as set forth in the Funds Flow (if any);

• (iii) to the account designated in writing by the Seller Representative, by wire transfer of immediately available funds, (A) the Escrow Amount, and (B) if the Seller Representative has not delivered a letter of credit notice on or prior to the date that is five business days prior to Closing, US$15,000,000, to an escrow agent in accordance with the Purchase Agreement;

• (iv) to the account(s) designated by the Seller Representative and for the benefit of the applicable Seller, by wire transfer of immediately available funds, an amount equal to, with respect to each Seller, the product of (A) the Purchase Price estimated by the Sellers in accordance with the Purchase Agreement minus the Escrow Amount, multiplied by (B) such Seller's Pro Rata Portion.

Adjustments

No later than 90 days after the date of Closing, the Company shall deliver a closing statement containing its calculation of the Purchase Price to the Seller Representative to determine the Final Purchase Price, and upon the Parties' agreement on the Final Purchase Price, the entire amount of any excess or shortfall of the Purchase Price determined after such post-closing adjustment shall be paid within five business days after such amount has been finally determined pursuant to the Purchase Agreement.

Conditions Precedent and Closing

Closing is conditional upon the satisfaction (or waiver) of the Conditions Precedent, including but not limited to the following:

(a) any applicable waiting period under the Hart-Scott-Rodino Antitrust

Improvements Act and any Designated Foreign Antitrust Laws relating to the transactions contemplated by the Purchase Agreement shall have expired or been terminated;

(b) no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by the Purchase Agreement shall be in effect; provided, however, that each of the Company and the Sellers shall have used reasonable best efforts (unless another standard of efforts is expressly required by the Purchase Agreement, in which case such Party shall have used such required effort) to prevent the entry of any such order and to appeal as promptly as possible any such order that may be entered; and

(c) the execution of the Cosmetics Ltd Transfer Agreement.

Closing is expected to take place in the first quarter of 2019.

Steiner Leisure Guarantee

Pursuant to the Purchase Agreement, Steiner Leisure absolutely, unconditionally and irrevocably guarantees the payment and performance obligations of the Sellers under the Purchase Agreement on the terms and subject to the conditions set forth in the Purchase Agreement.

LR14.58(9)