Loreal 2011 Annual Report Download - page 232

230 REGISTRATION DOCUMENT − L’ORÉAL 2011
8Annual General Meeting
8.2. Draft r esolutions Ordinary and Extraordinary
General Meeting of April 17th, 2012
8.2.1. Ordinary Part
First resolution: Approval of the 2011 parent
c ompany financial statements
The Annual General Meeting, having reviewed the reports of the
Board of Directors and the Statutory Auditors, approves the report
of the Board of Directors and the 2011 parent c ompany financial
statements showing net income of €2,169,772,192.21 compared
with €1,995,329,601.31 for 2010.
Second resolution: Approval of the 2011
consolidated financial statements
The Annual General Meeting, having reviewed the reports of the
Board of Directors and the Statutory Auditors, approves the 2011
consolidated financial statements.
Third resolution: Allocation of the Company’s net
income for 2011 and declaration of the dividend
The Annual General Meeting, on the proposal of the Board
of Directors, decides to allocate the net income for the 2011
financial year, amounting to €2,169,772,192.21 as follows:
No allocation to the legal reserve which already represents over one-tenth of the share capital -
A mount allocated to the shareholders as a dividend (1)
(including preferential dividend) €1,212,368,288.40
The balance that will be allocated to the “Other reserves” item €957,403,903.81
(1) Including an initial dividend equal to 5% of the amounts paid up on the shares, i.e. the total amount of the share capital.
This amount is calculated on the basis of the number of
shares forming the capital at December 31st, 2011, and will be
adjusted to reflect:
♦the number of shares issued between January 1st , 2012 and
the date of payment of this dividend following the exercise of
stock options with 2011 dividend rights;
♦the final number of eligible shares with a preferential dividend,
taking into account the sales or the transfer to a bearer
account between January 1st, 2012 and the date of payment
of this dividend.
The Annual General Meeting therefore declares an ordinary
dividend to be paid for the financial year of €2 per share, and
a preferential dividend of €2.20 per share. The preferential
dividend will be granted to the shares held in registered form
continuously from December 31st, 2009 to the date of payment
of this dividend. The number of shares giving entitlement to such
increase cannot exceed, for any one shareholder, 0.5% of share
capital. The ex dividend date, for both ordinary and preferential
dividend, will be on Friday, April 27th , 2012 and the dividend will
be paid to the shareholders on Thursday, May 3rd , 2012.
The amount of distributable income corresponding to the
dividends on treasury shares held by the Company will be
allocated to the
Other reserves item. It is to be noted that, as
the law currently stands, for natural persons who have their tax
residence in France, the dividend is liable for personal income tax
on the basis of the progressive scale of tax rates and is eligible for
the tax deduction provided for in Article 158-3-2° of the French Tax
Code, unless such natural person otherwise elects, at the time of
receipt of the dividends or on income received during the same
year, for the fixed levy in final discharge provided for in Article117
quater of the French Tax Code.
The table set out below gives the amounts of the dividends
distributed, that were fully eligible for the tax deduction provided
for in Article158-3-2° of the French Tax Code, for the last three
financial years, given that no preferential dividend distribution
has been made in respect of those years:
2008 2009 2010
Ordinary Dividend per share €1.44 €1.50 €1.80
Fourth resolution: Appointment of Mr. Jean-Victor
Meyers as Director
The Annual General Meeting, having reviewed the report of the
Board of Directors:
♦ratifies the appointment of Mr. Jean-Victor Meyers as Director,
until the end of this Annual General Meeting, appointment
which has been decided by the Board of Directors;
♦appoints Mr. Jean-Victor Meyers as Director for the statutory
period of 4years.
His tenure will expire during the Annual General Meeting to be
held in 2016 to review the financial statements for the previous
financial year.
Draft r esolutions Ordinary and Extraordinary General Meeting of April 17th, 2012