| Authorisations in force | Authorisations proposed to the Annual General Meeting of 21 April 2022 | ||||||
|---|---|---|---|---|---|---|---|
|
Date of the Annual General Meeting (resolution number) |
Duration (date of expiry) | Maximum authorised amount | Use of the authorisation in 2021 | Resolution No. | Length | Maximum calling | |
| Share capital increases | |||||||
| Capital increase through the issue of shares with maintenance of preferential subscription rights | 20 April 2021(17) | 26 months (19 June 2023) | Increase the share capital to €156,764,042.40(1) |
None | |||
| Capital increase via the capitalisation of premiums, reserves, profits or other amounts | 20 April 2021 (18) | 26 months (19 June 2023) | Increase the share capital to €156,764,042.40(1) | None | |||
| Capital increase reserved for L’Oréal employees participating in the Company Savings Plan (PEE) | 20 April 2021 (20) | 26 months (19 June 2023) | 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,598,715 shares at 31 December 2020 (2) | None | 20 | 26 months (20 June 2024) | 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,576,723 shares at 31 December 2021)(2) |
| Capital increase reserved for employees of foreign subsidiaries | 20 April 2021 (21) | 18 months (19 October 2022) | 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,598,715 shares at 31 December 2020)(2) | 5,327(3) | 21 | 18 months (20 October 2023) | 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,576,723 shares at 31 December 2021)(2) |
| Share capital increase in order to remunerate the contributions in kind of equity securities or securities giving access to the share capital of third party companies. | 20 April 2021 (19) | 26 months (19 June 2023) | 2% of the share capital on the date of the decision to increase the capital (i.e. as an indication, 11,197,430 shares at 31 December 2020)(2) | None | |||
| Buyback by the Company of its own shares | |||||||
| Buyback by the Company of its own shares | 20 April 2021 (16) | 18 months (19 October 2022) |
10% of the share capital on the date of the buybacks (i.e. as in indication, 55,987,158 shares at 31 December 2020) | 25,260,000(4) | 17 | 18 months (20 October 2023) | 10% of the share capital on the date of the buybacks (i.e. as an indication, 55,767,236 shares at 31 December 2021) |
| Reduction in the share capital via cancellation of shares | |||||||
| Cancellation of shares purchased by the Company under Article L.22-10-62 of the French Commercial Code |
30 June 2020 (12) | 26 months (29 August 2022) | 10% of the share capital on the date of cancellation per 24- month period (i.e. as an indication, 55,811,720 shares at 31 December 2019) | 3,000,000 | 18 | 26 months (20 June 2024) | 10% of the share capital on the date of the buybacks (i.e. as an indication 55,767,236 shares at 31 December 2021) |
| Free grants of shares | |||||||
| Grant of existing free shares or shares to be issued to the employees | 30 June 2020 (13) | 26 months (29 August 2022) | 0.6% of the share capital on the grant decision date (i.e. as an indication, 3,348,703 shares at 31 December 2019) | 588,750 | 19 | 26 months (20 June 2024) |
0.6% of the share capital on the grant decision date (i.e. as an indication, 3,346,034 shares at 31 December 2021) |
(1) Total ceiling on capital increases, for all authorisations combined. It corresponds to maximum increases of 40% of the capital.
(2) The cumulative amount of increases in share capital that may be carried out pursuant to the 22nd and 23rd resolutions submitted for a vote of the Annual General Meeting on 21 April 2022 may not exceed the total amount of 1% of the share capital, which constitutes a ceiling that applies jointly to these two resolutions, a ceiling that was also common to the 20th and 21st resolutions adopted by the Annual General Meeting of 20 April 2021.
(3) These new shares resulted in a capital increase of €1,065.40 and the recognition of an issue premium of €1,472,489.34.
(4) Repurchase of 3,000,000 L’Oréal shares between 3 May 2021 and 18 June 2021, and repurchase of 22,260,000 shares from Nestlé (press release of 7 December 2021; see also section 7.3.5. “Shareholders’ agreements relating to shares in the Company’s share capital” of this document).
Since 22 June 2013, the Board of Directors no longer has authority to allot stock options to purchase or subscribe to shares.
As at 31 December 2021, no subscription options had been granted or exercised as the most recent L’Oréal stock options plan expired on 22 April 2021 (see section 7.4.2.1. “Stock option plans for L’Oréal S.A. shares” of this document). Furthermore, 3,010,790 conditional shares had been granted to Group employees subject to performance conditions, not yet met. These 3,010,790 shares will be created when necessary and, where applicable, by the capitalisation of reserves. Accordingly, the potential share capital of the Company would amount to €112,136,630, divided into 560,683,150 shares with a par value of €0.20.
The Company has not issued any securities that grant direct rights to shares in the capital.
