LOREAL_Registration_Document_2017

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

RESOLUTION 18: AMENDMENT TO THE STATUTORY PROVISIONS FOR DECLARATIONS OF THRESHOLD CROSSING

Moreover, the notification period currently stipulated in the Company's Articles of Association (15 calendar days) is long and consequently limits the effectiveness of the declarations of statutory threshold crossings from a Company information viewpoint. A period of five trading days, exceeding by one day the period of four trading days applicable to legal threshold crossings, would be more relevant and in line with the practices of the majority of the market. The thresholds which, when crossed, give rise to a declaration are unchanged compared to the current version of the Articles of Association.

It is proposed that the Annual General Meeting update the statutory provisions for declarations of threshold crossings in order to align the system for declarations of threshold crossings in the Company's Articles of Association with the system provided for by the French Commercial Code. The aim is to take into account the different cases of assimilation now provided for by the legal provisions and to adjust the system of sanctions accordingly.

Eighteenth resolution: Amendment to the statutory provisions for declarations of threshold crossing The Annual General Meeting, having reviewed the Report of the Board of Directors, deliberating in accordance with the of Article 7 of the Articles of Association as follows: quorum and majority requirements for Extraordinary General

Meetings, decides to amend the second and third paragraphs

Current version:

Proposed new version:

“Any person, acting alone or in concert, who comes to hold, directly or indirectly, a number of shares or voting rights representing a fraction of the share capital or voting rights, taking into account equivalent securities under the meaning of Article L. 233-9 of the French Commercial Code, equal to 1% or a multiple of this percentage, and lower than 5%, must inform the Company of the total number of shares, voting rights and securities giving access to the share capital that it holds, as well as of equivalent securities under the meaning of Article L. 233-9 of the French Commercial Code, within a period of five trading days, from the date of the threshold crossing, pursuant to the notification and content conditions stipulated by the legal and regulatory provisions applicable to declarations of legal threshold crossings, and, notably by declaring the information that must be provided when a legal threshold is crossed to the French Financial Markets Authority (AMF), in accordance with its General Regulations. Such notice must also be given to the Company when a shareholder's ownership falls below one of the thresholds set forth above. If not disclosed in accordance with the conditions stipulated by law or by the Articles of Association, the shares of the offending shareholder exceeding the fraction which should have been disclosed are deprived of voting rights, in accordance with the conditions stipulated in the French Commercial Code, if during a General Meeting the failure to disclose is noted and if one or more shareholders together holding at least 5% of the share capital so request during said meeting.”

“Any holder, whether direct or indirect, of a fraction of the Company’s share capital equal to 1%, or a multiple of this percentage lower than 5%, is required to inform the Company within a period of fifteen days in the event that these thresholds have been passed in either direction.

If not disclosed in accordance with the conditions stipulated by law or by the Articles of Association, shares exceeding the fraction which should have been disclosed are deprived of voting rights at Shareholders’ Meetings, in accordance with the conditions stipulated in the French Commercial Code, if during a meeting the failure to disclose is noted, and if one or more shareholders together holding at least 5% of the share capital so request during the meeting.”

Resolution 19: Powers for formalities

This resolution is intended to grant the powers necessary to carry out all formalities resulting from the holding of the Annual General Meeting.

Nineteenth resolution: Powers for formalities The Annual General Meeting grants full powers to the bearer of an original, copy or extract of these minutes to accomplish all legal and administrative formalities, and to make all filings and announcements prescribed by law.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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