8 . Resolutions 20 and 21: Delegations of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees and certain categories of employees internationally, with cancellation of the shareholders’ preferential subscription rights Explanatory statement It is proposed to the Annual General Meeting, pursuant to the twentieth resolution, to delegate the Board of Directors with the authority to decide on a capital increase in favour of the Group’s employees who are members of an Employee Savings Scheme. This delegation, granted for a period of twenty-six months, would enable the employees of Group companies to subscribe to L’Oréal shares, in France, by registering for the Employee Savings Schemes. The issue price may not be higher than the average of the trading prices recorded on the Euronext Paris market for the twenty trading days prior to the date of the decision setting the opening date of the subscription period, nor may it exceed the legal maximum of 30% of this average, it being specified that the Board of Directors, or its delegated agent, is expressly authorised, if he deems wise, to reduce or remove the discount. In order for the Board of Directors to be able to implement, where applicable, a global employee share ownership programme under the best possible conditions, it is also proposed to the Annual General Meeting in the twenty-first resolution to delegate to the Board of Directors the authority to decide a share capital increase in favour of Group employees or categories of Group employees outside France. This delegation, granted for a period of eighteen months, would make it possible to propose the subscription of L’Oréal shares to Group employees or categories of Group employees outside France, by adapting the conditions of the offering to local specificities. The issue price would be determined under terms and conditions similar to those set for the twentieth resolution, and could also be set taking into account the specific regime of an offering of shares in the Company that would be carried out within the framework of a share ownership scheme governed by foreign law. The Annual General Meeting is therefore asked, under the twentieth and twenty-first resolutions, to delegate to the Board of Directors the authority to decide to increase the share capital of the Company, on one or more occasions, within the limit of 1% of the share capital, which is, for information purposes at 31 December 2021 through the issue of 5,576,723 new shares; this ceiling being applicable jointly to the twentieth and twenty-first resolutions. Twentieth resolution: delegation of authority granted to the Board of Directors for the purpose of carrying out a capital increase reserved for employees with cancellation of shareholders’ preferential subscription rights The Annual General Meeting, having reviewed the Report of the Board of Directors and the Special Report of the Statutory Auditors, voting in accordance with the quorum and majority conditions required for Extraordinary General Meetings and acting in accordance with the provisions of Articles L. 225‑129–2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-18 et seq. of the French Labour Code: 1. delegates to the Board of Directors the authority to decide to carry out, on one or more occasions, on its own decisions alone, in the proportions and at the times it may consider appropriate, the issuance of ordinary shares or securities giving access to the Company’s capital reserved for employees, directors and corporate officers and eligible former employees, of the Company and of its French and foreign affiliates as defined by Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code, who are subscribers of an Employee Savings Scheme; 2. decides to cancel, in favour of the employees, directors, corporate officers and eligible former employees, of the Company and of its French and foreign affiliates as defined by Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code, who are subscribers of an Employee Savings Scheme, the shareholders’ preferential subscription rights to the shares or securities giving access to the Company’s capital; it being specified that the subscription of the shares or securities giving access to the Company’s capital issued on the basis of this resolution may be carried out through any employee investment fund and, in particular, a “structured” employee investment fund within the meaning of the regulations of the French financial markets authority ( Autorité des Marchés Financiers ), or any other collective body authorised by the regulations; 3. sets the period of validity of this delegation of authority at twenty-six months as from the date of this Annual General Meeting, and notes that this delegation renders ineffective the unused portion of any prior delegation for the same purpose; it being specified that in the event of filing of a public offer by a third party with regard to the shares of the Company, the Board of Directors will not be able to use this authorisation during the public offer period without prior authorisation of the General Meeting; 4. 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 twenty ‑first 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; 420 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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