2022 Universal Registration Document

7.2. Information concerning the share capital

Chapter 7 : Share capital and stock market information

7.2. Information concerning the share capital

7.2. Information concerning the share capital *

7.2.1. Statutory requirements governing changes in the share capital and shareholders’ rights

None.

7.2.2. Issued share capital and authorised unissued share capital

The share capital amounted to €107,037,312.40 at 31 December 2022. It was divided into 535,186,562 shares with a par value of €0.20 each, all of the same class and with the same dividend rights.

The following table summarises the currently valid authorisations granted to the Board of Directors by the Annual General Meeting(1) concerning the capital. It shows the use made of such authorisations over the financial year and presents the authorisations that are to be put to the vote at the Annual General Meeting on 21 April 2023.

  Authorisations in force Authorisations proposed to the Annual General Meeting of 21 April 2023
Date of the Annual General Meeting (resolution number) Duration (date of expiry) Maximum authorised amount Use of the authorisation in 2022 Resolution No. Length Maximum calling
Share capital increases      
Capital increase through the issue of shares with maintenance of preferential subscription rights 20 April 2021 (17th) 26 months (19 June 2023) Increase the share capital to €156,764,042.40(1) None 14 26 months (20 June 2025) Increase the share capital to €149,852,237.36(1)
Capital increase via the capitalisation of premiums, reserves, profits or other amounts 20 April 2021 (18th) 26 months (19 June 2023) Increase the share capital to €156,764,042.40(1) None 15 26 months (20 June 2025) Increase the share capital to €149,852,237.36(1)
Capital increase reserved for L’Oréal employees participating in the Company Savings Plan (PEE) 21 April 2022 (20th) 26 months (20 June 2024) 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,576,723 shares at 31 December 2021)(2) 238,926 17 26 months (20 June 2025) 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,351,866 shares at 31 December 2022)(2)
Capital increase reserved for employees of foreign subsidiaries 21 April 2022 (21st) 18 months (20 October 2023) 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,576,723 shares at 31 December 2021)(2) 209,341 18 18 months (20 October 2024) 1% of the share capital on the date of the Annual General Meeting (i.e. as an indication, 5,351,866 shares at 31 December 2022)(2)
Share capital increase in order to remunerate the contributions in kind of equity securities or securities giving access to the share capital of third party companies. 20 April 2021 (19th) 26 months (19 June 2023) 2% of the share capital on the date of the decision to increase the capital (i.e. as an indication, 11,197,430 shares at 31 December 2020) None 16 26 months (20 June 2025) 2% of the share capital on the date of the decision to increase the capital (i.e. as an indication, 10,703,731 shares at 31 December 2022)
Buyback by the Company of its own shares      
Buyback by the Company of its own shares 21 April 2022 (17th) 18 months (20 October 2023) 10% of the share capital on the date of the buybacks (i.e. as an indication, 55,767,236 shares at 31 December 2021) 1,542,871 13 18 months (20 October 2024) 10% of the share capital on the date of the buybacks (i.e. as in indication, 53,518,656 shares at 31 December 2022)
Reduction in the share capital via cancellation of shares      
Cancellation of shares purchased by the Company under Article L. 22-10-62 of the French Commercial Code 21 April 2022 (18th) 26 months (20 June 2024) 10% of the share capital on the date of the buybacks (i.e. as an indication, 55,767,236 shares at 31 December 2021) 23,802,871(3)      
Free grants of shares      
Grant of existing free shares or shares to be issued to the employees 21 April 2022 (19th) 26 months (20 June 2024) 0.6% of the share capital on the grant decision date (i.e. as an indication, 3,346,034 shares at 31 December 2021) 868,225      

(1) Total ceiling on capital increases, for all authorisations combined. It corresponds to maximum increases of 40% of the capital.

(2) The cumulative amount of increases in share capital that may be carried out pursuant to the 17th and 18th resolutions submitted for a vote of the Annual General Meeting on 21 April 2023 may not exceed the total amount of 1% of the share capital, which constitutes a ceiling that applies jointly to these two resolutions, a ceiling that was also common to the 20th and 21st resolutions adopted by the Annual General Meeting of 21 April 2022.

(3) Following the repurchase of 22,260,000 shares from Nestlé in December 2021 and the repurchase of 1,542,871 shares between 15 September and 26 October 2022.

* This information forms an intregral part of the Annual Financial Report as provided in Article L.451-1-2 of the French Monetary and Financial Code.

(1) In application of Articles L. 225-129-1 and L. 225-129-2 of the French Commercial Code.