8 . 5. decides to set at 1% of the share capital existing at the date of this Annual General Meeting, the capital increase that could thus be carried out (namely, for information purposes, as at 31 December 2021, an increase in the share capital by a nominal amount of €1 ,115,344 .60 by issuing 5,576,723 new shares); it being specified that the cumulative amount of the share capital increases that may be carried out under this resolution and the twent ieth resolution may not exceed the maximum amount of 1% of the share capital existing at the date of this Annual General Meeting, which constitutes a ceiling applicable jointly to the twentieth and twenty-first resolutions ; 6. decides that the amount of the share capital increases that may be carried out pursuant to this resolution will be charged against the total ceiling stipulated in the seventeenth resolution of the Annual General Meeting of 20 April 2021 or, as applicable, against the ceiling stipulated by a similar resolution that may potentially succeed this seventeenth resolution during the valid period of this delegation; and 7. decides that the Board of Directors will have full powers, to delegate further under the conditions provided for by law, with the ability to delegate authority on one or more occasions, in particular in order to: • set a list of beneficiaries, from one or more categories defined above, or the categories of employees who will be beneficiaries of each issue and the number of shares to be subscribed to by each of them, • determine the formulas and methods of subscription which will be presented to the employees in each country concerned, in light, where applicable, of the local legal constraints that apply, and select the countries chosen from those in which the Group has subsidiaries as well as such subsidiaries whose employees will be able to participate in the transaction, • decide on the maximum number of shares to be issued, within the limits set by this resolution and record the final amount of each capital increase and amend the Articles of Association accordingly, • decide on the dates and any other terms and conditions of such a share capital increase under the conditions provided for by law, • deduct the costs of such an increase in capital from the amount of the related share premiums and take from this amount the amounts necessary to increase the legal reserve to one-tenth of the new amount of the share capital resulting from such an increase, and • in general, carry out all acts and formalities, take any decisions and enter into any agreement that may be useful or necessary for the due and proper completion of the share issues made pursuant to this delegation of authority and record the final completion of the capital increase(s) made pursuant to this delegation of authority and amend the Articles of Association accordingly. Resolutions 22, 23, 24 and 25: Amendment of Articles 9, 11, 2, 7 and 8 of the Company’s Articles of Association Explanatory statement The Annual General Meeting is being asked to amend: • Article 9 of the Company’s Articles of Association (“Deliberations of the Board of Directors) in order to raise the age limit for serving as Chairman of the Board of Directors until the end of the Ordinary Annual General Meeting following the 73 rd birthday (instead of the 71 st birthday). The proposed amendment is aimed at instituting an age limit for serving as Chairman of the Board of Directors identical to the limit applied in principle to Directors under the Board of Director’s Internal Rules; • Article 11 of the Company’s Articles of Association (“General Management”) to provide that the Chief Executive Officer shall cease to hold office at the end of the Ordinary Annual General Meeting that follows his 65 th birthday. Pursuant to the French Commercial Code, in the absence of a relevant provision in the current Articles of Association, the age limit applicable to the Chief Executive Officer is 65 years and is assessed on the basis of the birthday of the person concerned. The proposed amendment is intended to specify that the Chief Executive Officer who reaches the age limit may continue to serve until the Ordinary Annual General Meeting following his 65 th birthday; • Article 2 of the Company’s Articles of Association (“Corporate purpose”) to remove the reference to the Banking Law of 1966 which has been codified in the French Monetary and Financial Code since Order no. 2000-1223 of 14 December 2000; • Article 7 of the Company’s Articles of Association (“Shares”) in order to remove the provisions that have heretofore allowed identification of shareholders. Since French Law no. 2019-486 of 22 May 2019 on the growth and transformation of companies (the “Pacte Law”), these provisions are automatic and no longer require express stipulation in the Articles of Association (Article L. 228-2 of the French Commercial Code); and • Article 8 of the Company’s Articles of Association (“Board of Directors”) to remove mention of the requirement for directors to own 5 shares in the Company. In fact, the Internal Rules of the Board of Directors provide that each Director named by the Annual General Meeting must own at least 250 shares in the Company: at least 125 shares on the date of their election by the Annual General Meeting, and the balance no later than 24 months after their election. Twenty-second resolution: amendment of Article 9 of the Company’s Articles of Association to change the age limit for serving as Chairman of the Board of Directors The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Extraordinary General Meetings, having reviewed the Report of the Board of Directors, approves the amendment of § 1 of Article 9 of the Company’s Articles of Association to change the age limit for serving as Chairman of the Board of Directors. The rest of the provisions of Article 9 of the Company’s Articles of Association remain unchanged. 422 L ’ ORÉAL I UNIVERSAL REGISTRATION DOCUMENT 2021 ANNUAL GENERAL MEETING Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022
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