Loreal 2011 Annual Report Download - page 233

231REGISTRATION DOCUMENT − L’ORÉAL 2011
8
Fifth resolution: Appointment of Mr. Paul Bulcke as
Director
The Annual General Meeting, having reviewed the report of the
Board of Directors, decides to appoint Mr. Paul Bulcke 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.
Sixth resolution: Appointment of Ms. Christiane
Kuehne as Director
The Annual General Meeting, having reviewed the report of the
Board of Directors, decides to appoint Ms. Christiane Kuehne as
Director for the statutory period of 4years.
Her tenure will expire during theAnnual General Meeting to be
held in 2016 to review the financial statements for the previous
financial year.
Seventh resolution: Renewal of the tenure as
Director of Mr. Jean-Pierre Meyers
The Annual General Meeting, having reviewed the report of the
Board of Directors, renews the tenure of Mr. Jean-Pierre Meyers
for a period of four years.
His tenure will expire at the end of the Annual General Meeting to
be held in 2016 to review the financial statements for the previous
financial year.
Eighth resolution: Renewal of the tenure as Director
of Mr. Bernard Kasriel
The Annual General Meeting, having reviewed the report of the
Board of Directors, renews the tenure of Mr. Bernard Kasriel for a
period of four years.
His tenure will expire at the end of the Annual General Meeting to
be held in 2016 to review the financial statements for the previous
financial year.
Ninth resolution: Authorisation for the Company to
buy back its own shares
The Annual General Meeting, having reviewed the report of
the Board of Directors, authorises the Board of Directors, with
the possibility for it to delegate to the Chief Executive Officer,
to purchase shares of the Company, in accordance with
ArticlesL.225-209 et seq of the French Commercial Code, and
subject to the following conditions:
♦the purchase price per share may not be greater than€130;
♦the number of shares that may be bought by the Company
may not exceed 10% of the number of shares forming the
capital of the Company at the time the shares are bought
back, that is, for information purposes, as of December 31st,
2011, 60,298,408shares for a maximum amount of€7.8billion,
it being stipulated that the Company may at no time hold
over 10% of its own capital.
In the event of any transaction affecting the Company’s capital,
the prices and numbers indicated above will be adjusted where
applicable.
The Company may buy its own shares for the following purposes:
♦their cancellation for purposes of optimising shareholders’
equity and net earnings per share by a reduction in the
capital, subject to the approval of tenth resolution hereafter;
♦their allocation or sale to employees and corporate officers of
the Company and affiliates, under the terms and conditions
provided for by French or foreign law, and in particular
within the scope of employee Profit Sharing schemes,
share purchase options, free grants of shares or employee
share ownership programmes as well as carrying out any
transaction to cover the above-mentioned employee share
ownership programmes;
♦the market animation of the share through a liquidity
agreement entered into with an investment services provider;
♦retaining them and subsequently using them as payment in
connection with external growth transactions.
The purchase of these shares may be carried out by any means,
on one or more occasions, on or off the stock markets, including
through the acquisition of blocks of shares.
These transactions may be carried out at any time, in accordance
with the regulations in force at the time of the transactions
concerned, except during periods of public offers with regard
to the Company’s capital.
The Annual General Meeting decides that this authorisation will
expire at the end of a period of 18months following this Annual
General Meeting and renders ineffective as from the date hereof
any prior authorisation for the same purpose.
The Board of Directors will have the possibility of allocating all the
treasury shares currently held by the Company to any of these
objectives under the conditions provided for in this share buyback
programme. Full powers are granted to the Board of Directors,
with the possibility for it to delegate, for the implementation of
this resolution.
8.2.2. Extraordinary Part
Tenth resolution: Authoris ation of the Board of
Directors to reduce of share capital by cancelling
shares purchased by the C ompany under A rticles
L.225-209 and L.225-208 of the French Commercial
Code
The Annual General Meeting, having reviewed the report of the
Board of Directors and the special report of the Statutory Auditors:
♦authoris es the Board of Directors, in accordance with Article
L.225-209 of the French Commercial Code, to cancel, on one
or more occasions, the shares held by the company pursuant
to Article L. 225-209 of the French Commercial Code, within
the limit of 10% of the capital as of the date of cancellation,
per twenty-four month period;
♦authoris es the Board of Directors, in accordance with Articles
L. 225-204 and L.225-205 of the French Commercial Code, to
cancel, on one or more occasions, a maximum of 500,000
shares purchased by the C ompany on the basis of Article
Draft r esolutions Ordinary and Extraordinary General Meeting of April 17th, 2012
Annual General Meeting