2022 Universal Registration Document

Chapter 7 : Share capital and stock market information

7.3.6. Buyback and cancellation by the Company of its own shares

During the 2022 financial year, the Company redeemed 1,542,871 of its own shares, in accordance with the authorisation approved by the Annual General Meeting of 21 April 2022.

The table below summarises by purpose the transactions carried out in this context and the use made of the securities redeemed:

Date of authorisation of the Annual General Meeting 17th resolution of 21 April 2022
Authorisation expiry date 20 October 2023
Maximum amount of authorised buybacks

10% of the share capital on the date of the buybacks

(i.e. as an indication, 55,767,236 shares at 31 December 2021)

Maximum purchase price per share (excluding costs) €600
Authorised purposes

Cancellation

Employee shareholding

Free grants of shares

Liquidity and market stabilisation

External growth, merger, demerger or contribution

Board of Directors’ meeting that decided on the buybacks 28 July 2022
Purpose of buybacks Cancellation
Period of buybacks made From 15 September 2022 to 26 October 2022
Number of shares bought back 1,542,871
Average purchase price per share €324.07 *
Use of shares bought back Cancellation

*Excluding expenses.

23,802,871 shares were cancelled in 2022, including the 22,260,000 shares L’Oréal had bought back from Nestlé in December 2021. Over the last 24 months, 26,802,871 shares have been cancelled.

As of 31 December 2022, the Company does not hold any of its own shares.

No use was made of derivatives to make the share buybacks. There was no open purchase or sale position at 31 December 2022.

7.3.6.1. Renewal by the Annual General Meeting of the authorisation given to the Board to trade in the Company’s shares

By voting a new resolution, the Annual General Meeting could give the Board of Directors the means to enable it to continue with the buyback policy.

This authorisation would be given for a maximum period of 18 months as from the date of the Annual General Meeting and the purchase price per share could not exceed €600 (excluding expenses); provided that in the event a public offer is filed for the shares of the Company by a third party, the Board of Directors will not be able to use this authorisation during the public offer period without the prior authorisation of the Annual General Meeting.

The Company would be able to buy its own shares for the following purposes:

  • cancelling them;
  • selling them within the scope of employee share ownership programmes and allocating them to free grants of shares for the benefit of employees, directors and corporate officers of the Group;
  • market-making under a liquidity agreement; and
  • retaining the shares and subsequently using them as payment in connection with external growth, merger, demerger or contribution transactions.

The authorisation would concern up to 10% of the share capital, i.e., as an indication, 53,518,656 shares for a maximum amount of €32,111,193,720 at 31 December 2022; it being specified that the Company may not at any time hold more than 10% of its own share capital.

The purchase, sale, exchange or transfer of these shares may be carried out by any means on one or more occasions, on or off the stock market, including in whole or in part, through the acquisition, sale, exchange or transfer of blocks of shares. These means include the use of all financial instruments and derivatives (see Resolution 13).