Chapter 7 : Share capital and stock market information
7.3. Shareholder structure7.3. Shareholder structure *
Structure of share ownership as at 31 December 2022
This diagram shows the structure of share ownership as at 31 December 2022.
Employees (2): 1.86%
MS. Françoise Bettencourt Meyers and her family (1): 34.70%
Individual Shareholders: 5.97%
French Institutional Investors: 7.42%
International Institutional Investors: 29.94%
Nestlé: 20.11%
(1) Consisting, in addition of Ms Françoise Bettencourt Meyers, of Mr Jean-Pierre Meyers, Mr Jean-Victor Meyers and Mr Nicolas Meyers, along with Téthys SAS.
(2) With regard to employees and former employees of L’Oréal, the percentage also includes the performance shares granted in accordance with Article L. 225-197-1 of the French Commercial Code. Of which 1.02% of the share capital as part of the L’Oréal Employee Savings Plan and employee investment funds as defined by Article L. 225-102 of the French Commercial Code.
7.3.1. Legal entities or individuals acting in concert to the Company’s knowledge
The Bettencourt Meyers family consists of Ms Françoise Bettencourt Meyers, Mr Jean-Pierre Meyers, Mr Jean–Victor Meyers and Mr Nicolas Meyers, along with Téthys SAS.
As a reminder, following the expiry of the agreement concluded in 2004 between the Bettencourt Meyers family on the one hand and Nestlé S.A. on the other, these two shareholders have not acted in concert since 21 March 2018.
7.3.2. Changes in allocation of the share capital and voting rights over the last three years
Over the last three years, the allocation of the share capital and the voting rights has changed as follows:
| 31.12.2022 | 31.12.2021 | 31.12.2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | % of capital | % of voting rights(4) | Number of shares | % of capital | % of voting rights(3) | Number of shares | % of capital | % of voting rights(3) | |
| Ms Françoise Bettencourt Meyers and her family(1) | 185,715,079 | 34.70 | 34.70(2) | 185,715,079 | 33.30 | 33.30 | 185,715,079 | 33.17 | 33.17 |
| Nestlé S.A. | 107,621,021 | 20.11 | 20.11 | 107,621,021 | 19.30 | 19.30 | 129,881,021 | 23.20 | 23.20 |
| Employees(3) | 9,969,402 | 1.86 | 1.86 | 8,933,867 | 1.60 | 1.60 | 8,787,341 | 1.57 | 1.57 |
| Public | 231,881,060 | 43.33 | 43.33 | 233,142,393 | 41.80 | 41.80 | 235,488,139 | 42.06 | 42.06 |
| Treasury shares | 0 | 0 | 0 | 22,260,000 | 4.00 | 4.00 | 0 | 0.00 | 0.00 |
| TOTAL | 535,186,562 | 100 | 100 | 557,672,360 | 100 | 100 | 559,871,580 | 100 | 100 |
(1) Including, at 31 December 2022, 152,514,292 L’Oréal shares held in absolute ownership by Téthys SAS, a company controlled by Ms Françoise Bettencourt Meyers and her family, 33,182,455 shares held in absolute ownership by Ms Françoise Bettencourt Meyers, 15,332 shares held in absolute ownership by Mr Jean-Pierre Meyers,1,500 held in absolute ownership by Mr Jean-Victor Meyers and 1,500 held in absolute ownership by Mr Nicolas Meyers.
(2) On 8 December 2021, the French Financial Markets Authority (French Financial Markets Authority - AMF) granted the Bettencourt Meyers family a waiver from the obligation to file a draft public offer for the L’Oréal shares (AMF decision no. 221C3388), accordingly, the Bettencourt Meyers family has undertaken, for a period expiring at the end of the Annual General Meeting of L’Oréal called in 2025 to approve the financial statements for the financial year ending 31 December 2024, in particular to refrain from exercising the proportion of voting rights in excess of 33.33% of L’Oréal’s voting rights.
(3) Concerns the current and former employees of L’Oréal. Pursuant to law no. 2015-990 of 6 August 2015, the percentage also includes the performance shares granted in accordance with Article L. 225-197-1 of the French Commercial Code. Of which 1.02% of the share capital in the L’Oréal Employee Savings Plan (PEE) as defined by Article L. 225-102 of the French Commercial Code.
(4) Calculated in accordance with Article 223-11 of the General Regulations of the AMF.
At 31 December 2022, the Company did not hold any of its own shares. The number of shares held by each member of the Board of Directors is detailed in section 2.2.2.
The Company is authorised to trade in its own shares on or off the Stock Exchange in accordance with Articles L. 22-10-62 et seq. and L. 225-210 to L. 225-217 of the French Commercial Code, within the limits and in accordance with the purposes defined by the authorisations granted to it by the Annual General Meeting.
7.3.3. Employee share ownership
The employees and former employees of L’Oréal and its affiliates held 9,969,402 shares at 31 December 2022 representing 1.86%(1) of the share capital, 1.02% of which is held in the Employee Savings Scheme and the employee investment fund. At that date, this stake in the capital was held by 13,606 employees participating in the PEE as defined by Article L. 225-102 of the French Commercial Code, and 23,317 employees in Employee Mutual Funds (Fonds Commun de Placement Entreprise – FCPE) participating in the Group’s Employee Shareholding Plan.
*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) Concerns the current and former employees of L’Oréal. The percentage also includes the performance shares granted in accordance with Article L. 225-197-1 of the French Commercial Code.