LOREAL_Registration_Document_2017

Annual General Meeting DRAFT RESOLUTIONS AND REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY GENERAL MEETING TO BE HELD ON 17 APRIL 2018

EXTRAORDINARY PART 7.1.2.

RESOLUTION 13: AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL THROUGH THE CANCELLATION OF SHARES PURCHASED BY THE COMPANY WITHIN THE SCOPE OF ARTICLES L. 225-209 AND L. 225-208 OF THE FRENCH COMMERCIAL CODE

their beneficiaries. The resolution to cancel shares purchased by the Company within the scope of Article L. 225-209 of the French Commercial Code, indicated above, does not allow for the cancellation of these shares, as the legal regimes for cancellation are separate. The authorisation granted to the Board of Directors in 2016 to cancel the corresponding shares, purchased by the Company within the scope of Article L. 225-208 of the French Commercial Code, is due to expire. It is proposed that the shares corresponding to share purchase options that may no longer be exercised be allocated to the cancellation policy currently conducted by the Board of Directors, up to a maximum limit of 771,125 shares (0.14% of the share capital at 31 December 2017), i.e. a maximum reduction in share capital of €154,225. This authorisation shall be granted for a duration of twenty-six months from the Annual General Meeting of 17 April 2018 and shall render ineffective all previous authorisations. Full powers are granted to the Board of Directors, which can delegate said powers, to: carry out a reduction in share capital by cancellation of s shares; determine the final amount of the capital reduction; s set the terms and record the completion there of; s deduct the difference between the book value of the s cancelled shares and their nominal amount from the available reserves and premiums; amend the Articles of Association accordingly; s and more generally, carry out all actions and formalities s and do everything necessary for the implementation of this resolution. These authorisations are granted for a duration of twenty-six months from this Annual General Meeting and shall render ineffective all previous authorisations with the same purpose.

The authorisation granted to the Board of Directors in 2016 to cancel shares purchased by the Company within the scope of Article L. 225-209 of the French Commercial Code is due to expire. It is proposed that the Annual General Meeting give the Board a new authorisation allowing it to carry out share cancellations, subject to the legal limits. This authorisation shall be granted for a duration of twenty-six months from the Annual General Meeting of 17 April 2018 and shall render ineffective all previous authorisations. With regard to the authorisation granted to the Board of Directors to cancel shares purchased by the Company within the scope of Article L. 225-208 of the French Commercial Code: Certain share purchase options granted in the past may no longer be exercised due, for example, to the departure of The Annual General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Report of the Board of Directors and the Special Report of the Statutory Auditors: authorises the Board of Directors, in accordance with s Article L. 225-209 of the French Commercial Code, to cancel, on one or more occasions, the shares owned by the Company under Article L. 225-209 of the French Commercial Code, subject to a limit of 10% of the share capital existing on the day of cancellation per twenty-four-month period; authorises the Board of Directors, in accordance with s Articles L. 225-204 and L. 225-205 of the French Commercial Code, to cancel, on one or more occasions, a maximum of 771,125 shares (0.14% of the share capital at 31 December 2017) purchased by the Company on the basis of Article L. 225-208 of the French Commercial Code to cover share purchase option plans and which correspond or will correspond to options that may no longer be exercised.

Thirteenth resolution: Authorisation granted to the Board of Directors to reduce the share capital through the cancellation of shares purchased by the Company within the scope of Articles L. 225-209 and L. 225-208 of the French Commercial Code

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REGISTRATION DOCUMENT / L'ORÉAL 2017

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