Loreal 2011 Annual Report Download - page 236

234 REGISTRATION DOCUMENT − L’ORÉAL 2011
8Annual General Meeting
Statutory Auditors’ Special Report onthecancellation of shares purchased bytheCompany
8.3. Statutory Auditors’ Special Report
onthecancellation of s hares purchased
bytheCompany
(Ordinary and Extraordinary Shareholders’ Meeting of April17th,2012 – tenth resolution)
In our capacity as Statutory Auditors of L’Oréal and pursuant to the provisions of A rticlesL. 225-204 and L.225-209 of the French
Commercial Code (Code de commerce) relating to capital decreases, in particular as concerns the cancellation of shares purchased
by the Company, we hereby report to you on our assessment of the reasons for and the terms and conditions of the proposed share
capital decreases.
We performed the procedures we deemed necessary in accordance with French professional standards applicable to this engagement.
These procedures consisted in ensuring that the reasons for and the terms and conditions of the proposed capital decreases, which
are not considered to affect shareholder equality, comply with the applicable legal provisions.
Cancellation of shares held by the Company within the scope of A rticle
L.225-214 of the French Commercial Code
The proposed capital decrease would take place through the cancellation by the Company of its own shares purchased in accordance
with the conditions of A rticle L.225-208 of the French Commercial Code.
Shareholders are asked to grant the Board of Directors full powers to cancel, on one or more occasions, a maximum of 500,000 shares
purchased by the Company to cover share purchase options which currently correspond, or will correspond in the future, to options
that are no longer exercisable. These powers would be exercisable for a period of twenty-six months from the Shareholders’ Meeting
of April 17th, 2012.
We have no matters to report on the reasons for or terms and conditions of the proposed share capital decrease, which would reduce
the Company’s share capital by a maximum of €100,000.
Cancellation of shares held by the Company within the scope of A rticle
L. 225-209 of the French Commercial Code
Shareholders are also asked to grant the Board of Directors full powers to cancel, on one or more occasions, the shares acquired by the
Company, within the limit of 10% of the capital as of the date of the cancellation, per twenty-four month period. These powers would be
exercisable for a period of twenty-six months from the Shareholders’ Meeting of April17th,2012, in accordance with A rticleL.225-209 of
the French Commercial Code. Under the ninth resolution, the Board of Directors is seeking an eighteen-month authoris ation from the
Shareholders’ Meeting to perform this purchase.
We have no matters to report on the reasons for or terms and conditions of the proposed capital decrease, the implementation of which
depends on the Shareholders’ Meeting approving the purchase of the Company’s shares, as proposed under the ninth resolution.
Neuilly-sur-Seine, March 2nd, 2012
The Statutory Auditors
PricewaterhouseCoopers Audit Deloitte & Associés
Etienne Boris David Dupont-Noel
This is a free translation into English of the Statutory Auditors’ special report on the cancellation of shares purchased by the Company issued in French and is
provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law
and professional auditing standards applicable in France.