L'Oréal - 2018 Registration Document

6 Stock Market Information Share capital SHAREHOLDER STRUCTURE*

To the Company’s knowledge, at 31 December 2018, the members of the Executive Committee held less than 1% of the share capital. The number of shares held by each of the members of the Board of Directors is shown in the information sheets on the Directors set out in chapter 2 of this document. The Company is authorised to trade in its own shares on or off the Stock Exchange in accordance with Articles L. 225-209 et seq. of the French Commercial Code, within the limits and in accordance with the purposes defined by the authorisations that are granted to it by its Annual General Meeting. On this basis, at 31 December 2018, the Company held 771,125 of its own shares (amounting to 0.14% of the capital) which, valued at their purchase price, represented €56.5million in L’Oréal S.A.’s financial statements. EMPLOYEE SHARE OWNERSHIP 6.3.3. The employees and former employees of L’Oréal and its affiliates held 8,142,675 shares at 31 December 2018 representing 1.45% (1) of the share capital, of which 0.84% in the Employee Savings Plan (PEE) and the employee investment fund. At that date, this stake in the capital is held by 12,201 employees participating in the Group Employee Savings Plan as defined by Article L. 225-102 of the French Commercial Code, and 13,562 employees participating in the Employee Share Ownership plan. DISCLOSURES TO THE COMPANY 6.3.4. OF LEGAL THRESHOLDS CROSSED DURING THE FINANCIAL YEAR The Bettencourt Meyers family and the Swiss company Nestlé S.A. declared that on 21 March 2018, they crossed below their concert threshold of 50%, 1/3, 25%, 20%, 15%, 10% and 5% of L’Oréal's share capital and voting rights. They further declare that they no longer hold any of the Company's shares in concert. These thresholds were crossed as a result of the end of the concert party agreement between them. No thresholds were breached by the declaring parties individually. SHAREHOLDERS’ AGREEMENTS 6.3.5. RELATING TO SHARES IN THE COMPANY’S SHARE CAPITAL Memorandum of agreement in effect 6.3.5.1. until 21 March 2018 A memorandum of agreement was signed on 3 February 2004 between Ms. Liliane Bettencourt and her family, and Nestlé, providing for the merger of Gesparal into L’Oréal (merger

completed on 29 April 2004). A rider to this memorandum of agreement was signed on 10 February 2014 between Ms. Liliane Bettencourt and her family, and Nestlé, to reflect changes in Nestlé S.A.'s shareholdings in their agreements. In this agreement, the parties had declared they were acting in concert. A number of stipulations were agreed for a term running, in all cases, until a period of six months has elapsed after the death of Ms. Liliane Bettencourt. Following her death on 21 September 2017, the agreement ended on 21 March 2018. Press release published by Ms Françoise Bettencourt Meyers on 21 September 2017 Press release from Ms. Françoise Bettencourt Meyers following the death of Ms. Liliane Bettencourt on 21 September 2017: “I would like to reiterate, on behalf of our family, our entire commitment and loyalty to L'Oréal and to renew my confidence in its President Jean-Paul Agon and his teams worldwide.” Nestlé S.A. press release of 15 February 2018 “Our shareholding in L'Oréal continues to be an important investment for us and we remain committed to the company that has given us very good returns over the years. We have full confidence in L'Oréal's management and strategic direction. The shareholders agreement between Nestlé and the Bettencourt family is due to expire on 21 March 2018. In order to maintain all available options for the benefit of Nestlé's shareholders, the Board of Directors has decided not to renew this agreement. We do not intend to increase our stake in L'Oréal and are committed to maintaining our constructive relationship with the Bettencourt family.” The Company is not aware of any shareholders’ agreements relating to shares in its share capital other than the agreement described below. Collective lock-up agreements within 6.3.5.2. the scope of Articles 787 B and 885 I bis of the French Tax Code The members of the Bettencourt Meyers family, consisting of Ms. Liliane Bettencourt, Ms. Françoise Bettencourt Meyers, Director, Mr. Jean-Pierre Meyers, Vice-Chairman of the Board of Directors, Mr. Jean-Victor Meyers, Director, Mr. Nicolas Meyers and Téthys SAS, as well as Mr. Jean-Paul Agon, Chairman and Chief Executive Officer, for 100 shares, signed lock-up agreements under the Dutreil law on 16 December 2016. These lock-up agreements were concluded in application of Articles 787 B and 885 I bis of the French Tax Code for a period of two years, tacitly renewable for one-year periods. The L’Oréal shares which are the subject of these agreements represent 33.065% of the capital and of the voting rights at 16 December 2016. These lock-up agreements do not include any preferential rights for sales or acquisitions for the benefit of the signatories and do not constitute a concerted action.

Concerns the employees and former employees of L’Oréal. Pursuant to law no. 2015-990 of 6 August 2015 on growth, activity and equal economic (1) opportunities, since 2016, the percentage also includes the bonus shares granted in accordance with Article L. 225-197-1 of the French Commercial Code.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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