At 31 December 2023, 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 subsection 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.
The employees and former employees of L’Oréal and its affiliates held 10,124,011 shares at 31 December 2023 representing 1.89%(1) of the share capital, 0.99% 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 22,202 employees in Employee Mutual Funds (Fonds Commun de Placement Entreprise – FCPE) participating in the Group’s Employee Shareholding Plan.
Following Ms Françoise Bettencourt Meyers’ transfer on 29 December 2023 of 27,650,000 L’Oréal shares to the company Financière L’Arcouest S.A.S.:
“The crossing of upper thresholds declared by Financière L’Arcouest is the result of internal reclassification within the Bettencourt Meyers family group, Financière L’Arcouest having acquired the full ownership of 27,650,000 L’Oréal shares as beneficiary of a contribution in kind transferred to it by Ms Françoise Bettencourt Meyers, who in exchange for this contribution was awarded shares newly issued by Financière L’Arcouest; by its nature, this contribution did not require any financing activities;
Financière L’Arcouest, controlled by the Bettencourt Meyers family group, is part of the Bettencourt Meyers family (which also consists of Ms Françoise Bettencourt Meyers, Mr Jean-Pierre Meyers, Mr Jean-Victor Meyers, Mr Nicolas Meyers and the company Téthys S.A.S.) and does not act in conjunction with any third party of the Bettencourt Meyers family;
It should be noted that, under the terms of a decision to grant the family a waiver from the obligation to file a draft public offer for the L’Oréal shares (AMF D&I 221C3388 dated 8 December 2021), 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, specifically not to acquire more L’Oréal shares than it has on this date and to refrain from exercising the proportion of voting rights in excess of 33.33% of L’Oréal’s voting rights (these commitments could be lifted early in the event of significant changes to L’Oréal’s environment, situation or shareholding); accordingly, Financière L’Arcouest does not intend to increase its stake in L’Oréal or acquire control of the company;
Financière L’Arcouest supports the strategy defined and implemented by the General Management of L’Oréal and does not intend to propose the implementation of any transaction referred to in paragraph 6, section I of Article 223-17 of the General Regulation of the AMF;
Financière L’Arcouest does not hold any financial instruments nor has it entered into any agreements referred to in paragraphs 4 and 4 bis of section T of Article L. 233-9 of the French Commercial Code;
Financière L’Arcouest has not entered into any temporary repurchase agreements in exchange for L’Oréal shares or voting rights;
the Bettencourt Meyers family has three representatives on the L’Oréal Board of Directors. Financière L’Arcouest does not intend to request a seat on the board for itself or any other person. ”
For the avoidance of doubt, it is specified that within the framework of this contribution of assets, the Bettencourt Meyers family did not cross any legal threshold within L’Oréal. The breakdown of share capital at 31 December 2023 is detailed in subsection 7.3.2.
