Loreal 2011 Annual Report Download - page 230

228 REGISTRATION DOCUMENT − L’ORÉAL 2011
8Annual General Meeting
Report of the Board ofDirectors on the Draft resolutions
For information purposes, if the Annual General Meeting votes in favor of the appointment and renewals proposed to it in 2012, the
terms of office of the 14 Directors of L’Oréal would be as follows:
Directors
Expiry dates of the terms of office
2013 2014 2015 2016
Mr. Jean-Paul Agon X
Mr. Jean-Pierre Meyers X
Mr. Peter Brabeck-Letmathe X
Ms. Françoise Bettencourt Meyers X
Mr. Paul Bulcke X
Ms. Christiane Kuehne X
Mr. Charles-Henri Filippi X
Mr. Xavier Fontanet X
Mr. Bernard Kasriel X
Mr. Marc Ladreit de Lacharrière X
Mr. Jean-Victor Meyers X
Sir Lindsay Owen-Jones X
Mr. Louis Schweitzer X
Ms. Annette Roux X
Number of renewal per year 342 5
8.1.1.3. Authorisation for the Company
to buy back its own shares
[9thresolution]
It is proposed that you give the Board of Directors a new
authorisation to buy back shares of the Company.
During 2011 and up until February 13th, 2012, the Board of Directors
did not buy back any shares.
As the existing authorisation is due to expire in October 2012, it is
proposed that the Annual General Meeting give the Board a new
authorisation which will enable it to resume its share buyback
policy where applicable, depending on the opportunities that
may arise, except during periods of public offers with regard to
the Company’s capital.
The Company could buy back its own shares in the aim of:
♦their cancellation;
♦their cession through employee shareholding plans and their
allocation to free grant of shares and/or share purchase
options, to the benefit of employees and corporate officers
of L’Oréal Group;
♦market animation of the share;
♦retaining them and subsequently using them as payment in
connection with external growth operations.
The acquisition of these shares could be made by any ways, in
one or several times, on the market or by mutual agreement, even
by the acquisition of blocks of shares.
The authorisation would be granted for a period of 18 months
at a purchase price per share that may not be greater than
€130. The authorisation would concern no more than 10% of the
capital, namely, for information purposes, 60,298,408 shares for a
maximum amount of €7.8 billion at December 31st, 2011, it being
stipulated that the Company may at no time hold over 10% of
its own capital.
8.1.2. Extraordinary P art
8.1.2.1. Authorisation for the Board of
Directors to reduce share capital
by cancelling shares purchased by
the Company under Articles L.225-
208 and L.225-209 of the French
Commercial Code [10th resolution]
With regard to the authoris ation given to the Board of Directors to
cancel shares purchased by the Company under Article L. 225-
209 of the French Commercial Code
The authorisation given to the Board of Directors in 2010 to cancel
shares purchased by the Company under Article L. 225-209 of
the French Commercial Code is due to expire.