On 26 May 2025, Nestlé Equity Holdings Limited(1) declared (AMF declaration no. 225C0880) that, individually and in concert with Nestlé S.A. , Société des Produits, Nestlé S.A. and NTC-Europe S.A., it had exceeded the thresholds of 5%, 10%, 15% and 20% of the Company's capital and voting rights (see 7.3.1. and 7.3.2.).
This disclosure states in particular that "These crossings above the thresholds result from the off-market intra-group acquisition by Nestlé Equity Holdings Limited of all the L'Oréal shares previously held directly by Nestlé SA and form part of an internal reclassification within the Nestlé group."
It should be noted that, apart from the concerted action with the Nestlé group companies, these companies are not acting in concert with any third party with regard to L'Oréal.
A declaration of intent was issued pursuant to the regulations. In particular, it states that the companies do not intend to acquire L'Oréal shares or control of the Company, that they do not intend to modify Nestlé SA's support for the strategy implemented by L'Oréal's management team and Board of Directors, and that they do not intend to request their appointment or that of any other person as a director. It should be noted that two L'Oréal directors are linked to Nestlé.
L’Oréal was informed that on 16 December 2016, the members of the Bettencourt Meyers family group, and Jean-Paul Agon for 100 shares, signed lock-up agreements under the Dutreil law for 185,704,189 L’Oréal shares representing 33.065% of the capital and of the voting rights of the Company on the date of the agreement.
The lock-up agreements were concluded in application of Articles 787 B and 885 I bis of the French Tax Code for a period of two years, tacitly renewable for one-year periods. They do not include any preferential rights for sales or acquisitions for the benefit of the signatories and do not constitute a concerted action vis-à-vis the Company.
On 29 December 2023, the agreements concluded in 2016 were terminated and a new lock-up agreement was concluded pursuant to Article 787 B of the French Tax Code, representing the same number of L’Oréal shares and similar to those concluded in 2016, with the addition of the company Financière L’Arcouest (controlled by Françoise Bettencourt Meyers and her family) as a signatory.
In 2021, the AMF granted the Bettencourt Meyers family an exemption from the obligation to file a public offer for L'Oréal shares, after L'Oréal exceeded the thresholds of one-third of the capital and voting rights as a result of its buyback of 4% of its own shares held by Nestlé, and the consequent cancellation in February 2022 of the 22,260,000 shares thus bought back by L'Oréal.
Accordingly, the Bettencourt Meyers family undertook, for a period expiring at the end of the General Meeting of 29 April 2025:
These undertakings expired at the close of the 29 April 2025 Annual General Meeting.
In addition, in 2023, the AMF granted the Bettencourt Meyers family an exemption from the obligation to file a public offer for L'Oréal shares following the transfer by Françoise Bettencourt Meyers of 27,650,000 L'Oréal shares to Financière L'Arcouest(3). Financière L'Arcouest, as a member joining the Bettencourt Meyers family group, was therefore also bound by the above undertakings.
The Company is not aware of any shareholders’ agreements affecting shares and its capital other than those described above.
