On 9 February 2022, the Board of Directors cancelled the 22,260,000 shares repurchased by L’Oréal from Nestlé, effective as of 10 February 2022.
Following this cancellation, the stake held by Ms Françoise Bettencourt Meyers and her family was 34.69% of the share capital, while Nestlé’s stake was 20.10%. As at 10 February 2022, the Company no longer holds any of its own shares (see section 7.3.2. “Changes in allocation of the share capital and voting rights over the last three years” of this document).
Following this cancellation, the distribution of capital and voting rights is as follows on 10 February 2022:
| 10.02.2022 | |||
|---|---|---|---|
| Number of shares | % of capital | % of voting rights(4) | |
| Ms Françoise Bettencourt Meyers and her family(1) | 185,715,079 | 34.69 | 34.69(2) |
| Nestlé S.A. | 107,621,021 | 20.10 | 20.10 |
| Employees(3) | 8,933,198 | 1.67 | 1,67 |
| Public | 233,143,074 | 43.54 | 43.54 |
| Treasury shares | 0 | 0 | 0 |
| TOTAL | 535,412,372 | 100 | 100 |
(1) Including, at 10 February 2022, 152,514,292 L’Oréal shares held in absolute ownership by Téthys SAS, a company controlled by Ms Françoise Bettencourt Meyers and her family, 33,182,455 shares held in absolute ownership by Ms Françoise Bettencourt Meyers, 15,332 shares held in absolute ownership by Mr Jean-Pierre Meyers,1,500 held in absolute ownership by Mr Jean-Victor Meyers and 1,500 held in absolute ownership by Mr Nicolas Meyers.
(2) On 8 December 2021, the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) granted the Bettencourt Meyers family a waiver from the obligation to file a draft public offer for the L’Oréal shares (AMF decision no. 221C3388). Accordingly, the Bettencourt Meyers family has undertaken, for a period expiring at the end of the Annual General Meeting of L’Oréal called in 2025 to approve the financial statements for the financial year ending 31 December 2024, in particular to refrain from exercising the proportion of voting rights in excess of 33.33% of L’Oréal’s voting rights.
(3) Concerns the current and former employees of L’Oréal. Pursuant to law no. 2015-990 of 6 August 2015, since 2016, the percentage also includes the performance shares granted in accordance with Article L. 225-197-1 of the French Commercial Code. Of which 0.93% in the L’Oréal Employee Savings Plan (PEE) as defined by Article L. 225-102 of the French Commercial Code.
(4)Calculated in accordance with Article 223-11 of the General Regulations of the AMF.
The employees and former employees of L’Oréal and its affiliates held 8,933,867 shares at 31 December 2021 representing 1.60%(1) of the share capital, 0.89% of which is held in the Employee Savings Scheme (PEE) and the employee investment fund. At that date, this stake in the capital was held by 12,343 employees participating in the PEE as defined by Article L. 225-102 of the French Commercial Code, and 19,564 employees in Employee Mutual Funds (Fonds Commun de Placement Entreprise – FCPE) participating in the Group’s Employee Shareholding Plan.
Nestlé declared that on 15 December 2021 it fell below the threshold of 20% of the Company’s capital and voting rights and that it held 107,621,021 shares in the Company, representing the same number of voting rights on the day the threshold was crossed, i.e. 19.30% of the capital and voting rights.
This threshold was crossed as a result of the Company’s purchase of 22,260,000 L’Oréal shares from Nestlé.
Note that, after the end of the 2021 financial year and taking into account the cancellation of the 22,260,000 L’Oréal shares purchased by the Company from Nestlé:
L’Oréal was informed that on 16 December 2016, the members of the Bettencourt Meyers family group, and Mr. Jean-Paul Agon for 100 shares, signed lock-up agreements under the Dutreil law for 185,704,189 L’Oréal shares representing 33.065% of the capital and of the voting rights of the Company on the date of the agreement.
(1) Concerns the current and former employees of L’Oréal. Pursuant to law no. 2015-990 of 6 August 2015, since 2016, the percentage also includes the performance shares granted in accordance with Article L. 225-197-1 of the French Commercial Code.
