Loreal 2011 Annual Report Download - page 234

232 REGISTRATION DOCUMENT − L’ORÉAL 2011
8Annual General Meeting
L. 225-208 of the French Commercial Code to coverstock
options to purchase shares which currently correspond, or will
correspond in future, to options that are no longer exercisable.
Full powers are given to the Board of Directors, with the possibility
for it to delegate, to:
♦reduce the share capital by cancelling shares;
♦decide on the final amount of the reduction in the share
capital;
♦set the methods and record the completion of such reduction
in the share capital;
♦offset the difference between the book value of the shares
cancelled and their par value against all reserves and
available share premiums;
♦amend the Articles of Association accordingly;
♦and more generally, do all that is necessary to implement
this resolution.
These authoris ations are granted for a period of twenty-six months
as from the date of this Annual General Meeting and render
ineffective as of the date hereof any prior authoris ation granted
for the same purpose.
Eleventh resolution: Amendments to Articles of
Association
The Annual General Meeting, having reviewed the report of the
Board of Directors, decides:
♦To amend Article 10 of the Articles of Association as follow,
by removing the provisions contained in the 2nd paragraph,
now lapsed:
Current version
"§2-The Chairman of the Board of Directors represents the
Board of Directors. He organises and directs the deliberations
of the Board, reports on these deliberations to the General
Meeting and implements its decisions. He ensures that the
various agencies of the Company are operating satisfactorily,
and that Directors are in a position to carry out their duties."
New version
"§2-The Chairman of the Board of Directors organises and
directs the deliberations of the Board, reports on these
deliberations to the General Meeting and implements
its decisions. He ensures that the various agencies of the
Company are operating satisfactorily, and that Directors are
in a position to carry out their duties."
The other provisions of Article 10 remain unchanged.
♦To amend Article 12 paragraph 10 of the Articles of Association by removing the reference concerning the irrevocability of proxies
and by including a provision concerning the use of electronic communication and signature, as follow:
Current version
"Shareholders voting by mail or by proxy using the official form
for this purpose, within the required time period are placed
on equal footing with shareholders resent or represented. If
the Board of Directors so decides when the meeting is called,
the entry of data and the electronic signature of the form
may be made directly on the website set up by the person
centralising the Meeting documents by any process adopted
by the Board of Directors that meets the conditions provided for
in the forts sentence of the second paragraph of Article 1316-
4 of he French Civil Code which may consist, in particular, of
an identification code and a password. The proxy form or the
vote cast in this manner prior to the Meeting by this electronic
means, and the acknowledgement of receipt given, shall be
considered as irrevocable written evidence that is enforceable
with regard to all the parties involved, being specified that in
the event of a sale of shares that takes place before the third
working day prior to the Meeting at zero hour (Paris time), the
Company shall invalidate or amend the proxy form or vote cast
prior to such date and time accordingly, where applicable.
 New version
"Shareholders voting by mail or by proxy using the official form
for this purpose, within the required time period are placed on
equal footing with shareholders resent or represented.
The proxy given for the General Shareholders’ Meeting
is revocable in the same way than the one used for the
designation of the proxy. Once the participating method has
been chosen (vote by correspondence; vote by proxy given
to the Chairman of Directors or to the proxy ; vote by attending
the General Shareholders’ Meeting), the shareholder can not
chose another one.
If the Board of Directors so decides when the meeting is called,
the shareholders may use a form of admission’s request, of
proxy or of vote by correspondence in electronic form; the used
electronic signature must result from a reliable identification
process which ensures its link with the vote’s form to which it is
related; it may consist, in particular, of an identification code
and a password, or any other way provided or authorized by
the legislation currently in force.
As a result, the vote expressed before the General Shareholders’
Meeting by this electronic method, and the acknowledgement
of receipt given, shall be considered as irrevocable written
evidence that is enforceable with regard to all the parties
involved, being specified that in the event of a sale of shares
Draft r esolutions Ordinary and Extraordinary General Meeting of April 17th, 2012