Loreal 2011 Annual Report Download - page 215

213REGISTRATION DOCUMENT − L’ORÉAL 2011
Stock market information andsharecapital
7
Shareholder structure
Chairman of the Board of Directors of L’Oréal and composed of
two members proposed by the Bettencourt family, two members
proposed by Nestlé and one other independent director. The
committee meets six times a year.
7.3.5.3. Term
Unless otherwise stipulated, the memorandum of agreement
will remain in force for five years from April29th, 2004, and in all
cases until a period of six months has elapsed after the death
of Mrs.Bettencourt.
7.3.5.4. Concerted action between
theparties
The parties declared that they would act in concert for a period
of five years from April29th, 2004 onwards.
On April9th, 2009, the Bettencourt family and Nestlé published
the following press release:
“On February3rd, 2004, the Bettencourt family and Nestlé signed
an agreement organising their relationship and the management
of their stakes within the L’Oréal Company.
The agreement is public and remains unchanged. It foresees
the non-transferability of their respective stakes in the capital
of L’Oréal until April29th, 2009, the other clauses (inparticular,
limitation on the shareholding, pre-emption, escrow, prohibition
on constituting a concert party with any third party, composition
of the Board of Directors and of the Strategy and Implementation
Committee) continue to be effective until the expiry date
mentioned in the 2004 deed.
The Bettencourt family and Nestlé will continue on acting in
concert with regard to the L’Oréal Company beyond April29th,
2009.”
7.3.6. Buyback by the Company
of its own shares
7.3.6.1. Information concerning share
buybacks during the 2011 financial
year
In2011, the Company did not buy back any of its own shares. It
did not therefore make any use of the authorisation voted by the
Annual General Meetings of April27th, 2010 and April22nd, 2011.
The table set out below summarises the transactions carried out within this framework, and the use made of the shares bought back:
Date of authorisation of the Annual
General Meeting
April27th, 2010
(13thresolution)
April22nd, 2011
(8thresolution)
Expiry date of the authorisation October27th, 2011 October 22nd, 2012
Maximum amount of authorised
buybacks 10% of capital on the date of theshare buybacks
(
i.e. at 12.31.2010 60,099,258shares),
for a maximum amount of €7,812.9million
10% of capital on the date
of theshare buybacks
(
i.e. at 12.31.2011 60,298,408shares),
for a maximum amount of €7,838.8million
Maximum purchase price per share €130 €130
Authorised purposes Cancellation
Share purchase options
Free grants of shares
Liquidity and market stabilisation
External growth
Cancellation
Share purchase options
Free grants of shares
Liquidity and market stabilisation
External growth
Board of Directors’ meeting
that decided on the buybacks
(maximumamount) None None
Purpose of buybacks Not applicable Not applicable
Period of buybacks made Not applicable Not applicable
Number of shares purchased None None
Average purchase price per share None None
Use of shares purchased Not applicable Not applicable