2022 Universal Registration Document

Chapter 2 : Corporate governance

2.6. Summary statement of trading by directors and corporate officers in L’Oréal shares in 2022

(Article 223-26 of the General Regulation of the French Financial Markets Authority (AMF))

Person concerned	Description of the financial instrument	Nature of transaction	Number of transactions	Total amount
Mr Jean-Paul Agon Chairman of the Board of Directors	Mr Jean-Paul Agon Chairman of the Board of Directors Description of the financial instrument Shares	Mr Jean-Paul Agon Chairman of the Board of Directors Nature of transaction Final vesting of free shares granted subject to performance conditions (ACAs)*	Mr Jean-Paul Agon Chairman of the Board of Directors Number of transactions 1	Mr Jean-Paul Agon Chairman of the Board of Directors Total amount €0.00
	Description of the financial instrument Shares	Nature of transaction Sale	Number of transactions 6	Total amount €13,967,249.80
Mr Nicolas Hieronimus Chief Executive Officer Director	Mr Nicolas Hieronimus Chief Executive Officer Director Description of the financial instrument Shares	Mr Nicolas Hieronimus Chief Executive Officer Director Nature of transaction Final vesting of free shares granted subject to performance conditions (ACAs)*	Mr Nicolas Hieronimus Chief Executive Officer Director Number of transactions 1	Mr Nicolas Hieronimus Chief Executive Officer Director Total amount €0.00
	Description of the financial instrument Shares	Nature of transaction Contribution **	Number of transactions 2	Total amount €3,490,000.00
	Description of the financial instrument Shares of companies holding L’Oréal shares	Nature of transaction Donation of bare ownership ***	Number of transactions 2	Total amount €0.00
Company (Prince Invest) related to Mr Nicolas Hieronimus (Chief Executive Officer and Director)	Company (Prince Invest) related to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Description of the financial instrument Shares	Company (Prince Invest) related to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Nature of transaction Beneficiary of a contribution in kind **	Company (Prince Invest) related to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Number of transactions 1	Company (Prince Invest) related to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Total amount €1,745,000
Company (Galaxian Invest) related to Mr Nicolas Hieronimus (Chief Executive Officer and Director)	Company (Galaxian Invest) related to Mr Nicolas Hieronimu s (Chief Executive Officer and Director) Description of the financial instrument Shares	Company (Galaxian Invest) related to Mr Nicolas Hieronimu s (Chief Executive Officer and Director) Nature of transaction Beneficiary of a contribution in kind **	Company (Galaxian Invest) related to Mr Nicolas Hieronimu s (Chief Executive Officer and Director) Number of transactions 1	Company (Galaxian Invest) related to Mr Nicolas Hieronimu s (Chief Executive Officer and Director) Total amount €1,745,000
Person related (direct heir) to Mr Nicolas Hieronimus (Chief Executive Officer and Director)	Person related (direct heir) to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Description of the financial instrument Shares of a company holding L’Oréal shares	Person related (direct heir) to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Nature of transaction Bare ownership received by donation ****	Person related (direct heir) to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Number of transactions 1	Person related (direct heir) to Mr Nicolas Hieronimus (Chief Executive Officer and Director) Total amount €0.00
Mr Paul Bulcke Director	Mr Paul Bulcke Director Description of the financial instrument Shares	Mr Paul Bulcke Director Nature of transaction Acquisition	Mr Paul Bulcke Director Number of transactions 1	Mr Paul Bulcke Director Total amount €606,180.00
Ms Béatrice Guillaume-Grabisch Director	Ms Béatrice Guillaume-Grabisch Director Description of the financial instrument Shares	Ms Béatrice Guillaume-Grabisch Director Nature of transaction Acquisition	Ms Béatrice Guillaume-Grabisch Director Number of transactions 1	Ms Béatrice Guillaume-Grabisch Director Total amount €133,149.50

* Delivery in April 2022 of the ACAs Plan of 17 April 2018 (see sections 2.4.4. and 2.4.5.).

** Contributions of L’Oréal shares by Nicolas Hieronimus to Galaxian Invest SAS and Prince Invest SAS, family companies, based on the opening price of the L’Oréal shareon 30 November 2022, as donations to two direct heirs of the bare ownership of the securities received as remuneration for contributions.

*** Donation to two direct heirs of the bare ownership of 175,497 shares Galaxian Invest SAS (representing 99% of the share capital) and 175,497 shares Prince Invest SAS (representing 99% of the share capital) respectively. These companies were the beneficiaries of a contribution by Nicolas Hieronimus of 5,000 L’Oréal shares each -see **.

**** Receipt by a direct heir of the donation by Nicolas Hieronimus of the bare ownership of 175,497 shares Prince Invest SAS (representing 99% of the share capital). This company was the beneficiary of a contribution by the director of 5,000 L’Oréal shares.

2.7. Statutory Auditors’ Special Report on regulated agreements

Annual General Meeting held to approve the financial statements for the year ended December 31, 2022

This is a translation into English of the statutory auditors’ report on regulated agreements issued in French and it is provided solely for the convenience of English speaking users. This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided for by the French Commercial Code and that the report does not apply to those related-party transactions described in IAS 24 or other equivalent accounting standards.

L’Oréal

14, rue Royale 75008 Paris

To the Annual General Meeting of L’Oréal,

In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements.

The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such agreements are in the Company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying other such agreements, if any. It is your responsibility, pursuant to Article R.225-31 of the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them.

Our role is also to provide you with the information stipulated in Article R.225-31 of the French Commercial Code relating to the implementation during the past year of agreements previously approved by the Annual General Meeting, if any.

We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents.