Loreal 2011 Annual Report Download - page 231

229REGISTRATION DOCUMENT − L’ORÉAL 2011
8
Report of the Board ofDirectors on the Draft resolutions
A proposal is made to the Annual General Meeting that it should
grant the Board a further authorisation enabling it to cancel shares,
within the limits provided for by law.
This authorisation would be granted for a period of twenty-six
months, as from the date of the Annual General Meeting of April
17th, 2012 and would render any prior authorisation ineffective.
With regard to the authorisation given to the Board of Directors to
cancel shares purchased by the Company under Article L. 225-
208 of the French Commercial Code
Certain share purchase options allocated in the past can no
longer be exercised, for example as a result of the fact that the
beneficiary of such share purchase options has left the Company.
The resolution providing for cancellation of the shares purchased
by the Company under Article L.225-209 of the French Commercial
Code, as mentioned above, does not enable these shares to be
cancelled, as the legal rules governing their cancellation are
different.
The authorisation given to the Board of Directors in 2010 to cancel
the corresponding shares, purchased by the Company under
Article L.225-208 of the French Commercial Code, is due to expire.
A proposal is made that, for a maximum of 500,000 shares, namely
a maximum reduction in the share capital of €100,000, the shares
corresponding to share purchase options that can no longer be
exercised should be covered by the cancellation policy currently
being conducted by the Board of Directors.
This authorisation would be valid for a period of twenty-six months,
as from the date of the Annual General Meeting of April 17th, 2012
and would render any prior authorisation ineffective.
8.1.2.2. Amendments of the Articles
ofAssociation [11th resolution]
The amendments to the Articles of Association proposed by this
resolution have become necessary in order to comply with the
latest regulation.
It is proposed that the Annual General Meeting should decide to
amend Article 10 of the Articles of Association, concerning the
authority of the Board of Directors and of the Chairman of the
Board, and also Article 12 of the Articles of Association, concerning
the general rules regarding General Shareholders’ Meeting.
1. Proposed amendment to Article 10
The proposed amendment to Article10 is intended to bring
the Articles of A ssociations in compliance with the legislation,
regarding the role of the Chairman of the Board of Directors, as
defined in Article L.225-51 of the French Commercial Code.
2. Proposed amendment to Article 12
The proposed amendment to Article 12 paragraph10 of the Articles
of A ssociation relates to the modus operandi of participation
and voting at the General Shareholders’ Meeting. It is proposed
to remove the reference concerning the irrevocability of proxies
and to include a provision concerning the use of electronic
communication and signature.
This amendment to the Articles of Association, proposed in
order to comply with the latest regulation, responds to a growing
demand for simplify the shareholders’ participation at the General
Shareholders’ Meeting.
8.1.2.3. Powers for formalities [12th resolution]
This resolution is intended to grant the powers necessary to carry
out all formalities resulting from the holding of the Annual General
Meeting.
Annual General Meeting