WINTER 2012 BE IN CONTROL. BE PROACTIV. Katy Perry Singer/Songwriter

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WINTER 2012 BE IN CONTROL. BE PROACTIV. yo en wh De ep se u s e p pe ag nd e2 Cl 50 + ea ns FR EE in g W as h Katy Perry Singer/Songwriter

TM = Savings + Convenience + Support It s simple, when you order any Proactiv System, you will automatically become a Proactiv. As an, you will enjoy great savings, ultimate flexibility and convenience. Savings Save off individual product prices with your regular Proactiv System deliveries and take advantage of special offers Enjoy great prices across the entire Proactiv product range Support It s easy to manage your account online at our Proactiv website myproactiv.com.au If you do have any questions, our friendly Customer Service Consultants are here to help Convenience Receive a 90 day supply of Proactiv delivered to your door every 90 days after your first 30 day supply What you want when you want it you can personalise your regular System and change the frequency of your deliveries DID YOU KNOW? s SAVE UP TO 30% OFF the RRP on the entire Proactiv range! CONTENTS We ve got the Solution! whatever your skin problem Look for these coloured tabs on the side of each page to see if the product is right for your skin problem. Proactiv 3 Step System Pages 4, 5, 6 Anti-Ageing & Blotchiness Pg.31 new SKIN MAINTENANCE PACK Combining some of our most popular products to keep your skin hydrated and blemish free. Pages 9, 12, 15, 17, 21, 23 YOUR EVERYDAY ROUTINE Blackheads & Large Pores Pages 9, 12, 17, 22, 23 Pimple Emergencies FREE! Spend 75 or more in this catalogue & get a CLEANSING BRUSH Retail price 59. 49. Item #: 316273 2 FREE DeeP CLEANSING WASH AND CLEANSING BRUSH HOT OFFER Pages 7, 10, 12 Body Breakouts Pages 6, 11, 14, 16, 19 Pg.6 Get a FREE Deep Cleansing Wash when you spend 50 or more in this catalogue Offers expire 30.11.12 or while stocks last. Not valid in conjunction with any other offer. These products will automatically be added to your order. Limit of one per customer. proactiv.com.au Proactiv delivers the right ingredients in the right order to really change your skin! 1800 proactiv Dry Skin Pages 6, 8, 13, 14, 15, 21, 25 Try Proactiv s NEW CLEAR Pg.9 Oily Skin Pages 6, 9, 12, 13, 20, 21, 24 Makeup PURIFYING MASK Discover how easy it is to reduce the appearance of pores and help control oily T-Zones with this invisible mask. new Pages 24-29 Become an and enjoy the LOW TM PRICES in this catalogue (retail prices apply to non-members) 3

Take the First Steps to clear skin sam willoughby PRO BMX CHAMPION I just gave Proactiv a go and within the first week I d seen results. I was confident again, I was winning races and everything was turning around. I m so glad I decided to try Proactiv. Now I ve found the solution to clear skin. Clearing and preventing breakouts. Proactiv 3 Step System. Proactiv is a daily skincare system that delivers what your skin needs to control the blemish cycle. PREVENT BREAKOUTS BEFORE THEY EMERGE. Before Proactiv, many at home blemish products were reactive - spot treatments for pimples with instructions to Apply to affected areas only. You have to experience the breakout before fighting it. -who wants that? The breakout cycle starts invisibly, under the skin s surface, weeks before a pimple can be seen. Proactiv is a skincare system designed to attack pimples proactively delivering the right products in the right order, to control and fight blemishes. 1 2 3 We developed this step 1: CLEANSE soap free, oil free cleanser to effectively remove bacteria from the skin. Tiny exfoliating beads gently remove excess oil and dead skin to help keep pores from clogging. Microcrystal Benzoyl Peroxide (2.5%) boosts cleansing and soothing ingredients help keep skin balanced and hydrated. cleanse 177mL Retail 44. TM 31. SAVE 28% step 2: TONE This refreshing alcohol free toner continues the exfoliation started in Step1. Glycolic acid helps keep pores unplugged by reducing oil and dead skin cells. Its botanical blend of chamomile, aloe and panthenol is hydrating, soothing and helps to promote an even toned complexion. Your skin feels soft and renewed. Retail 44. TM 31. SAVE 28% This feather light, invisible lotion is easy to wear day and night - under sunscreen, moisturiser or makeup - to help stop the breakout cycle. Microcrystal Benzoyl Peroxide (2.5%) penetrates quickly into cleansed, opened pores while soothing allantoin and panthenol help support hydration. Item #: 316216 Item #: 316208 Item #: 316190 4 5 tone 177mL step 3: REPAIR repair 89mL Retail 51. 38. SAVE 25%

Your Everyday Routine Proactiv delivers the right ingredients in the right order to really change your skin ADVANCED BLEMiSH CREAM Pimples that need extra attention. Advanced Blemish Cream. Got a pimple that won t seem to go away and you need an extra strength solution? Advanced Blemish Cream targets your stubborn pimples and hits the spot. Double strength formula to penetrate pores and target stubborn spots It dries invisibly on your skin 1 CLEANSE 2 TONE 3 REPAIR Your pimple will be on its way to oblivion, and you ll be back on your way to having fun Packaged in a take anywhere handy tube Product image size is for illustration purposes only. BLITZ ZITS those Don t let your skin dry out. OIL FREE MOISTURE: Effective though it is in helping to prevent breakouts, Step 3: Repair is not a moisturiser. Therefore, a great addition to your skincare routine is our Oil Free Moisturiser formulated to prevent blemish prone skin from drying out, without blocking your pores. Plus with SPF15, you re protecting your skin from the sun. Now that your face is covered, let s look after the rest of you. DEEP CLEANSING WASH: A gentle, all over cleanser that helps fight breakouts. Exfoliating beads lift away dead skin cells, whilst soothing botanicals help condition and revitalise your skin. Helps give your skin a natural glow, and combats clogged pores. HHIT THE SPOT For a stubborn pimple, apply this first. For all the girls out there, then camouflage by applying non-comedogenic makeup over the top, such as Sheer Finish TM Mineral Pressed Foundation (see Pg.28). advanced blemish cream 9.45g Retail 24. TM 21. SAVE 12% Item #: 313825 6 Offer FREE Deep Cleansing Wash & Cleansing Brush when you spend 75+ proactiv.com.au 1800 proactiv 7

Green Tea best SELLER moisturiser green tea moisturiser 75mL Retail 74. TM 54. SAVE 26% VANESSA AMOROSI Keeping skin hydrated while managing breakouts. Green Tea Moisturiser. Can a moisturiser really be your friend if you have pimples? You bet it can, if it s our Green Tea Moisturiser. Intensely hydrating formula specifically for blemish prone skin Feather light and non greasy on your skin Enriched with minerals and botanicals Soothes and helps retain moisture Green Tea Moisturiser 30mL Retail : 31. : 29. Saving: 6% Item #: 300640 Recording Artist I love the Green Tea Moisturiser. It s really good for hydrating your skin, especially after a long flight or if you ve been in an airconditioned room all day. Clear Purifying Mask Need extra help with oily T-Zones & breakouts. Clear Purifying Mask. If you re prone to breakouts, using an oil controlling clay mask 2-3 times a week can make a big difference. With botanicals and antioxidants to help reduce shine and balance skin tone Reduces the appearance of pores Spot on your zits overnight to help keep pimples under control HTarget your t-zone! Dual purpose formula to reduce shine and help clear zits! clear purifying mask 30mL Retail 25. TM 21. SAVE 15% new Item #: 315218 Item #: 316182 8 9

ZAPe thos ZITS BLEMiSH CONTROL STiCK Deep Cleansing Wash GREAT FOR YOUR WHOLE BODY! sam willoughby PRO BMX CHAMPION After training in the dirt all day I jump in the shower and use the Deep Cleansing Wash. It s just so quick to use and then I can go on with my day and don t have to worry about zits. Random zits that pop up at the worst time. Blemish Control Stick. Thanks to Proactiv you are back in control. But once in a while you could use some blemish insurance. Perfect for breakout emergencies or touch ups on the go. Contains Salicylic Acid to help target and minimise individual blemishes Dries clear in no time Easy to use and slim line Can be used alone or under makeup TM 19. SAVE 13% each H ZIT ZAPPER! Dab on throughout the day. It dries invisible so no one need know you re wearing it! Item #: 313601 10 Offer Deep Cleansing Wash. Imagine you have flawless skin from head to toe. It s not a dream; it s a reality... with this little bit of magic in a bottle. With Salicylic Acid to clear and help prevent blemishes all over your body Gentle exfoliating beads remove dead skin cells that can clog pores Contains botanicals to soothe your skin, restoring a healthy glow Deep Cleansing Wash 240mL Retail : 31. : 25. Saving: 18% Item #: 300749 blemish control stick 1.8mL Retail 22. Breakouts on your body. FREE Deep Cleansing Wash when you spend 50+ H GUYS... GR8 FOR GUYS! deep cleansing wash 475mL Retail 39. Guys, to minimise shaving bumps, try this instead of regular shaving gel. You ll love the smooth shave and the clear skin! TM 31. SAVE 20% Item #: 313726 proactiv.com.au 1800 proactiv 11

Refining Mask Oil Free moisture with SPF 15 it s Your secret weapon! Everyday moisture and sun protection for blemish prone skin. ZAP ZITS those Sudden breakouts, redness, blotchy skin tone. Refining Mask. Fans call it their secret weapon. Designed to soothe skin as well as to help keep new breakouts from getting started. Penetrates pores for a deep clean, draws out oils and impurities Balances skin tone for ultimate clarity Oil Free Moisture with SPF 15. You re not fighting pimples every day just to let the sun take its toll on your face. So protect yourself with our sunscreen enriched moisturiser. Feather light formulation hydrates sensitive, blemish prone skin Protects with SPF 15 while absorbing excess oil Your skin feels moisturised, healthy and wonderfully protected. SUn sense Protect your skin from the sun - wear Oil Free Moisture with SPF 15 everyday! refining mask 70g Retail 34. TM 29. SAVE 14% Item #: 314955 HEmergency fix For stubborn pimples, just apply and leave on this zit zapping mask overnight! oil free moisture 75mL Retail 51. TM 38. SAVE 25% Item #: 313718 if you like this you ll love this! GREEN TEA MOISTURISER Perfect for night time use. Pg.8 13

CLEAR ZONE BODY LOTiON wlieke Breakouts on your body. What could be worse than breakouts on your shoulders, neck, chest or arms? All that... plus your butt and legs, too! Salicylic Acid helps lift away impurities and unclogs pores Chamomile, tea tree oil and soothing botanicals leave your skin feeling soft and hydrated from head to toe Retail 24. TM 19. SAVE 20% Item #: 300590 14 H in the zone Doesn t feel greasy you have to try this for yourself! Become an and enjoy the LOW Dealing with both blemishes and ageing. Tired looking eyes with crinkles and lines. PROACTIV SOLUTION: Clarifying Night Cream. PROACTIV SOLUTION: Replenishing Eye Serum. You didn t fight pimples just to succumb to wrinkles. We get it! Hydrates and protects the delicate eye area Hyaluronic Acid helps to diminish the appearance of fine lines With Salicylic Acid to help prevent breakouts and clear pores Antioxidant green tea and Vitamins A and E to fight free radicals With Retinol (Vitamin A), the dermatologist s favourite anti-ageing weapon and soothing botanicals H BRIGHT EYES setr bee LL if you like this Try it once, and you ll never be willing to spend a day or night without it. S you ll love this! clear zone body lotion 240mL and Night Cream Breakouts and blemishes can happen to anyone, and ageing happens to everyone. This dual purpose luxurious cream fights blemishes and the visible signs of ageing. Clear Zone Body Lotion. This feather light lotion clears and helps prevent blemishes wherever they show up Eye Serum DEEP CLEANSING WASH Use before Clear Zone Body Lotion to really keep blemishes at bay. Pg.11 PRICES in this catalogue (retail prices apply to non-members) clarifying night cream 75mL Retail price 44. TM 49 37. SAVE 16% Item #: 315226 proactiv.com.au replenishing eye serum 15mL Retail 34. 24. SAVE 28% Item #: 300541 1800 proactiv 15

Cleansing PORE Body Bar REFINING Want a lather rich bar for the shower that fights body breakouts, too. Cleansing Body Bar. There s something comforting about a bar of soap. In the shower, the familiar shape just feels right - but unfortunately, some soap can strip your skin of needed oils, causing dryness and irritation. This handy bar lathers up - gently washing away dirt, impurities, excess oil and layers of dead skin cells Contains tiny exfoliating beads designed for enhanced but gentle cleansing With Salicylic Acid to unclog pores and help keep your skin free of body blemishes if you like this PEEL Enlarged pores and uneven skin tone. PROACTIV SOLUTION: Pore Refining Peel. Having breakouts is bad enough. Having dull and uneven skin tone is too much to bear or bare. Boost your skin s healthy glow with this Alpha- Hydroxy Peel. Powerful Glycolic Acid Accelerated exfoliation and renewed skin means pores look smaller and superficial blemish scars may visibly fade Fine lines and wrinkles appear diminished and tone looks much more even 16 Cleansing Body Bar 150g Retail 20. TM 14. 49 SAVE 30% Item #: 313817 Pg.14 you ll love this! CLEAR ZONE BODY LOTION A non greasy lotion to help fight zits. pore refining peel 15 packettes Retail 32. TM 29. SAVE 9% Item #: 312934 Travel Buddy Individually packaged, these wipes are perfect for travelling! 17

Fight body breakouts with the Proactiv GR8 FOR GUYS! body pack This pack contains 3 must have items to help keep your skin clear. Deep Cleansing Wash: A versatile, wash off cleanser that helps fight breakouts on the face and body, while exfoliating beads lift away dead skin cells to help unclog pores and reduce oiliness. Clear Zone Body Lotion: This leave on lotion helps control breakouts as well as moisturise and condition your body. Great for problem areas such as the back, shoulders and chest. n i k s r e r a e l c t Ge FOR WINTER Proactiv can help you get an awesome, clear complexion from top to toe. Here s the low down on what you need to get clearer looking skin all over! 18 TM Offer FREE Deep Cleansing Wash & Cleansing Brush when you spend 75+ we like Cleansing Body Bar: Specially formulated to help banish body breakouts. Soap free and contains no harsh detergents or dyes. Contains tiny exfoliating beads designed for enhanced but gentle cleansing. HOT OFFER BODY pack Total Retail 85.97 TM Total Individual Product 66.47 Pack 59. Item #: 315739 proactiv.com.au 1800 proactiv 19

Shnoitnshein!y! Dark marks and uneven skin tone. Skin Brightening Serum. ROSI VANESSA AMO Recording Artist The Oil Blotter Sheets are my favourite! They are a perfect touch up throughout the day or whenever I feel a bit shiny. Blemishes have gone but dark spots and blotches remain. Maybe you need to brighten up a little. Specially formulated with Vitamin C, Licorice Extract and moisturising agents. This serum is designed to brighten the appearance of skin tone and texture and help smooth and hydrate the skin. Helps to increase skin hydration and leaves skin soft and supple Non-comedogenic formula means it won t clog pores Controlling oil and shine on your face. Daily Oil Control. Mirror, mirror on the wall, is my skin looking shiny? Make sure the answer is, No. Daily Oil Control s amazing formula actually absorbs excess oil. Makeup stays in place, resists streaking and lasts longer Oil and shine develop whilst out and about. PROACTIV SOLUTION: Oil Blotter Sheets. skin brightening serum 30g No talc, no artificial ingredients and no clogged pores! Retail price 34. Also great for guys and helps to control shine oil blotter sheets 130 sheets Retail 39. Retail 18. 31. SAVE 20% Item #: 313734 20 TM 26. SAVE 22% Item #: 315259 daily oil control 75mL TM Apply daily under makeup for glowing skin. 100% pure natural fibre papers leave your face feeling fresh and clean, with a beautiful matte finish. Fewer touch-ups and a lot less embarrassment GR8 FOR GUYS! H undercover hero! H so handy! Keep this handy packet in your purse or pocket and you re good to go all day long! 12. SAVE 31% Item #: 300558 21

Banish those Blackheads! fight blackheads and large pores Blackheads and enlarged pores. Pore Cleansing System. You hate them, we know. Those ugly blackheads and humungous pores on your forehead, nose, upper cheeks and chin. But if your T-Zone is too oily, that s what you re likely to see. What can you do? Come out swinging with this one-two punch. First, the Pore Cleansing Solution removes oil and dead skin Next, a Pore Cleansing Strip lifts away the darkened oil and impurities that we call blackheads Salicylic Acid helps to keep pores clear While green tea leaves skin smooth, with a reduced appearance of pore size Mild Exfoliating Peel. Getting rid of blackheads and pimples is good. Going all the way to beautiful, radiantly clear skin is so much better. Salicylic Acid exfoliates dead skin while astringent botanicals reduce excess oil Refines, tones and minimises the appearance of pores with a great blend of natural extracts Apply after Step 1. Rinse with warm water, then continue with Steps 2 and 3. Pore strips can easily be applied to nose, forehead or T-Zone. pore cleansing system 15mL +10 pore strips Retail 22. T PERFEICON SOLUT 19. Retail 24. TM 21. SAVE 12% Item #: 316174 Offer mild exfoliating peel 30mL TM SAVE 13% 22 Oily skin, enlarged pores and blackheads. H helpful hint! H User tip! FOR clearer and radiant skin! Item #: 311969 FREE Deep Cleansing Wash when you spend 50+ proactiv.com.au if you like this you ll love this! GREEN TEA MOISTURISER Pg.8 1800 proactiv 23

Smoothing Sheer Tint MO i STURE Primer Moisture with a hint of tint! The ultimate finishing touch! Dry skin, sun exposure and uneven skin tone. Oily skin with a tendency to shine. Sheer Tint Moisture with SPF 15. Smoothing Primer. Dewy complexion - good. Oily nose or forehead - not so good. So how do you make sure you have one and not the other? With our Smoothing Primer, specifically designed to reduce excess oil and control shine all day. Feels like a gel, but acts like a powder to absorb excess oil on the skin Wear it alone or as an incredible primer for a flawless matte finish that lasts and lasts Complexion looks smoother, balanced, pore size looks reduced we like smoothing primer 30mL TM 22. SAVE 23% 24 Item #: 315903 Now you can moisturise, help block the sun and even out your skin tone - in less time than it takes to read this. Gives a natural and glowing look - not made up at all SUNTAN Item#: 312231 Provides the hydration skin needs to stay soft and supple SUNBRONZE Item#: 312124 H it s a winner! Camouflage. Moisture. Sun Protection. It s a winning trifecta, Proactiv s BB cream! if you like this SHEER TINT MOISTURE 50mL Pg.26 Item#: 312249 With SPF 15 sunscreen Apply after Step 3 dries. Then allow gel to dry before applying your foundation. The perfect primer! SUNLIGHT Contains a hint of tint for just enough coverage to hide redness or blotches. Choose from 3 natural shades Includes antioxidant Vitamin A - designed to help protect skin from radical assaults H PERFECTION! Retail 29. Choose your shade: you ll love this! Sheer Finish COMPACT FOUNDATION tm Retail 31. TM 24. if you like this you ll love this! Sheer Finishtm mineral loose powder Pg.27 SAVE 21% Item #: see colour swatches 25

The Magic of Minerals Non-comedogenic so it won t clog your pores! Camouflaging blemish prone skin. Covering blemishes and imperfections. Sheer FinishTM Compact Foundation. Want a makeup that not only hides blemishes, but helps prevent them too? We ve got you covered. We think it s everything a makeup should be... and more. This light foundation goes on smooth and sets to a satiny powder finish. PROACTIV SOLUTION: Sheer FinishTM Mineral Loose Powder. Feather light, mineral powder gives your skin a healthy, radiant looking glow. Gently covers blemishes and helps to control them with a mild concentration of Salicylic Acid Instantly covers blemishes, redness, freckles and dark circles Stays fresh and covers flawlessly all day long - without caking or settling into creases Sheer Finish Compact foundation 7g Oil free and non-comedogenic Easy to apply. It feels like you re wearing no makeup at all, yet its natural, light diffusing soft focus helps to minimise the appearance of fine lines and large pores Sheer Finish Mineral loose Powder 5.1g Retail 34. LIGHT Item#: 312322 MEDIUM Item#: 312314 27. SAVE 20% Item #: see colour swatches BEST VALUE Buy Both and save Who doesn t like saving money? If buying two of our most popular makeup products separately, your would be 47.98, but purchased together in this money saving DUO kit, you ll save an extra 7.98 or 16%. Nice! 26 TM TAN Item#: 312306 Compact Foundation + Mineral Loose Powder Retail 29. TM Sheer Finish Duo: Compact Foundation: Loose Powder: Light Item#: 315275 Medium Item#: 315283 Dark Item#: 315267 19. SAVE 33% LIGHT MEDIUM DARK Item#: 312280 Item#: 312272 Item#: 312256 an extra 16% BEST VALUE Item #: see colour swatches HOT OFFER SHEER FINISH DUO Total Retail 64.98 Total Individual Product 47.98 Pack 00 40. SAVE 16% Off Total Individual Product Item #: see colour swatches 27

travel COMPACT Sheer FinishTM Mineral Pressed Foundation the ultimate in makeup removal! Removing makeup without scrubbing or irritating. Makeup Removing Cloths Travel Size Makeup Cleansing Wipes Covering imperfections on the go. Is it really possible to remove makeup without scrubbing or irritating your skin? It s not only possible. It s easy! These gentle wipes remove lipstick, foundation and even mascara in the blink of an eye. Sheer Finish Mineral Pressed Foundation. Do you crave the look of loose with the convenience of pressed? No problem. This travel compact gives you that same natural looking coverage in a convenient pressed powder. H it s a must have! The full size Makeup Removing Cloths are a must in any bathroom. The Makeup Cleansing Wipes are an On the go size for travel, your handbag or gym bag ACTIVMEMBER OFFER ( ) Pop one in your bag & leave one at home! Item #: 315689 you ll love this! Retail 29. TM H light deflecting! Formulated to deflect light away from flaws to camouflage blemishes. SMOOTHING PRIMER Pg.24 setr bee L L S if you like this sheer finish mineral pressed foundation 12g Item #: 312298 Oil, alcohol and fragrance free 2 for just 14.90 Available in translucent shade to suit all skin tones 28 Allantoin and lavender soothe and condition your skin Travel Size Makeup Cleansing Wipes Special absorbers plus Kaolin work to control excess oil all day long 23. SAVE 20% Removes makeup completely, without water or rinsing Travel Duo Soft, light, velvety texture is great for touch ups Each disposable wipe is pre-moistened with a nourishing soap free cleanser makeup removing cloths 45 cloths travel size makeup cleansing wipes 45 wipes Retail 19. Retail 12. TM 14. SAVE 25% Item #: 315697 8. SAVE 30% Item #: 300483 29

Your Story Your personal story could be important and motivating - even life changing - for people who are unsure if Proactiv will help them get blemishes out of their life. You may also have the opportunity to appear on television to help others fight blemishes too. Visit proactiv.com.au/mystory to post your story and upload your before and after photos. proactiv.com.au/mystory It s quick. It s easy. Show us. Tell us. Reap the rewards. Simply fill in a quick online survey and submit 3 before photos - from the front, right and left view. If you re a new Proactiv customer and don t have any after photos yet, just send us your before photos today and your after photos when you re ready. AFTER BEFORE SKIN MAINTENANCE PACK w ne tell us HOT OFFER skin maintenance Pack So go ahead. Total Retail 132.96 Retail Pack 89.00 For sharing, you ll receive: FREE Cleansing Body Bar FREE Advanced Blemish Cream FREE Replenishing Eye Serum TM Total Individual Product 115.96 TM Pack 69.00 Item #: 316240 PLUS FREE P&H on this pack order except when ordered together with a Proactiv System (9. p&h applies to all System orders) FREE GIFTS! VALUED at OVEr 80 Keep your skin in tip top condition! Combining some of our most popular products to keep your skin hydrated and blemish free. Use in addition to your regular skincare routine - PLUS Advanced Blemish Cream for when you have a stubborn pimple that won t budge! Lindsey, 22 For the first time I don t have one pimple. Like us on Facebook for competitions, skincare tips and celeb news. facebook.com/proactivaus twitter.com/proactivaus 30 proactiv.com.au 1800 proactiv Download your FREE Be Clear iphone App now. ABN 20 078 370 180 Guthy-Renker Australia Pty Ltd Keycode 300-409672 The prices, products and packaging in this catalogue are correct as at 2.4.12, however they are subject to change. PA.CAT 126