Nineteenth resolution: approval of the proposed partial contribution of assets subject to the demerger regime granted by the Company to its L’Oréal France subsidiary, of the complete and autonomous branches of Affaires Marché France and Domaines d’Excellence business activities, as well as Luxury of Retail securities
The Annual General Meeting, voting with the quorum and majority required for Extraordinary General Meetings, having read(i) the Board of Directors’ report and (ii) the draft agreement on the partial contribution of assets (the “Agreement”) concluded between the Company and its L’Oréal France subsidiary (the “Beneficiary”), approves:
- the Agreement by which the Company provides the Beneficiary, under the legal demerger regime pursuant to the provisions of Articles L. 236-1 to L. 236-6 of the French Commercial Code, complete and autonomous branches of Affaires Marché France and Domaines d’Excellence business activities, as well as Luxury of Retail securities;
- the valuation of the Affaires Marché France branch based on the carrying values of assets contributed of €940,750,949.40 and of assumed liabilities of €820,686,549.63, i.e. net assets contributed of €120,064,399.77, based on the Company’s parent company financial statements as at 31 December 2022;
- the valuation of the Domaines d’Excellence branch based on the carrying values of assets contributed of €128,493,275.01 and of assumed liabilities of €18,939,375.96,i.e. net assets contributed of €109,553,899.05, based on the Company’s parent company financial statements as at 31 December 2022;
- the valuation of Luxury of Retail securities, at carrying value, i.e. net assets contributed of €825,036.00, based on the Company’s parent company financial statements as at 31 December 2022;
- the allocation to the Company, in return for the total contribution made, of 25,383,118 new Beneficiary shares each with a par value of €5, to be created by the Beneficiary as increased share capital. The difference between the Company’s total net asset value (€230,443,334.82) and the par value of the shares to be created as a result of the aforementioned capital increase (€126,915,590) will constitute a contribution premium of €103,527,744.82, which will be recorded as a liability on the Beneficiary’s balance sheet;
- setting the date of completion of this contribution as at 1 July 2023 (the “Completion Date”), unless it is extended by the Company and the Beneficiary;
- setting the effective date for the accounting and tax plans of said contribution on the Completion Date.
As a result of the foregoing, gives full powers to the Chief Executive Officer, with the option to delegate further, under the applicable legal and regulatory conditions, to:
- record the completion of the partial contribution of assets and its remuneration and implement the adjustment as provided for by the Agreement;
- more generally, and as appropriate, to reiterate the terms of said contribution, establish all acts confirming or additional to said Agreement, including the possibility of extending the completion date of the partial contribution of assets, without this date being after 31 December 2023;
- carry out any observations, conclusions, communications and formalities, in particular the declaration of compliance required by the applicable legal provisions, which might prove necessary for the purposes of completing the partial contribution of assets.
Twentieth resolution: approval of the proposed partial contribution of assets subject to the demerger regime granted by the Company to its L’Oréal International Distribution subsidiary, of the complete and autonomous branch of the L’Oréal International Distribution activity
The Annual General Meeting, voting with the quorum and majority required for Extraordinary General Meetings, having read (i) the Board of Directors’ report and (ii) the draft agreement on the partial contribution of assets concluded between the Company and its L’Oréal International Distribution subsidiary (the “Beneficiary”), approves:
- the partial contribution of assets by which the Company provides the Beneficiary, under the legal demerger regime pursuant to the provisions of Articles L. 236-1 to L. 236-6 of the French Commercial Code, the complete and autonomous branch of the L’Oréal International Distribution activity;
- the valuation based on the carrying values of assets contributed of €50,275,481.10 and of assumed liabilities of €38,683,464.42, i.e. net assets contributed of €11,592,016.68, based on the Company’s parent company financial statements as at 31 December 2022;
- the allocation to the Company, in return for the total contribution made, of 1,277,836 new Beneficiary units, each with a par value of €5, to be created by the Beneficiary as a share capital increase. The difference between the value of the net assets contributed by the Company (€11,592,016.68) and the share capital increase (€6,389,180) will constitute a contribution premium of €5,202,836.68, which will be recorded as a liability on the Beneficiary’s balance sheet;
- setting the date of completion of this contribution as at 1 July 2023 (the “Completion Date”), unless it is extended by the Company and the Beneficiary;
- setting the effective date for the accounting and tax plans of said contribution on the Completion Date.
As a result of the foregoing, gives full powers to the Chief Executive Officer, with the option to delegate further, under the applicable legal and regulatory conditions, to:
- record the completion of the partial contribution of assets and its remuneration and implement the adjustment as provided for by the Agreement;
- more generally, and as appropriate, to reiterate the terms of said contribution, establish all acts confirming or additional to said Agreement, including the possibility of extending the completion date of the partial contribution of assets, without this date being after 31 December 2023;
- carry out any observations, conclusions, communications and formalities, in particular the declaration of compliance required by the applicable legal provisions, which might prove necessary for the purposes of completing the partial contribution of assets.
