2022 Universal Registration Document

7.3.4. Disclosures to the Company of legal thresholds crossed and if applicable, declarations of intent made to the Company during the financial year

It should be noted that on 9 February 2022, effective as of 10 February 2022, the Board of Directors decided to cancel the 22,260,000 shares repurchased by L’Oréal from Nestlé under the repurchase agreement concluded on 7 December 2021. Given this cancellation:

• Nestlé declared (AMF declaration D&I No. 222C0344) that on 10 February 2022 it exceeded the thresholds of 20% of the share capital and voting rights of the Company and that it held 107,621,021 shares in the Company, representing the same number of voting rights, i.e. 20.10% of the share capital and voting rights⁽¹⁾. Nestlé made a declaration of intent, which stated, notably, that it did not plan to buy more shares in the Company or take control of it, that it supported the strategy implemented by the issuer’s management team and Board of Directors and had no intention of changing its own strategy towards the issuer, and that it did not intend to request a third seat on the L’Oréal Board of Directors;
• the Bettencourt Meyers family declared (AMF declaration D&I No. 222C0345) that on 10 February 2022 it exceeded the thresholds of one third of the Company’s share capital and voting rights and that it held 185,715,079 shares in the Company, representing the same number of voting rights, i.e. 34.69% of the share capital and voting rights (see section 7.3.5.).

7.3.5. Shareholders’ agreements relating to the securities comprising the Company’s share capital

Collective lock-up agreements entered into in 2016 within the scope of Articles 787 B and 885 I bis of the French General Tax Code

L’Oréal was informed that on 16 December 2016, the members of the Bettencourt Meyers family group, and Mr 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 General 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.

Commitments of the Bettencourt Meyers family associated with their waiver granted by the AMF from the obligation to file a draft public offer for the L’Oréal shares⁽²⁾

Following the 2021 repurchase by L’Oréal of 4% of its own shares held by Nestlé, and the consequent cancellation in February 2022 of the 22,260,000 shares thus repurchased by L’Oréal, the Bettencourt Meyers family exceeded the thresholds of one third of the Company’s share capital and voting rights. The AMF granted the Bettencourt Meyers family a waiver from the obligation to file a draft public offer for the L’Oréal shares. Accordingly, the Bettencourt Meyers family has undertaken⁽³⁾, 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:

• not to acquire shares in L’Oréal beyond those they held on the date of the AMF’s waiver decision;
• to refrain from participating in decisions of L’Oréal’s governance bodies that could lead to a passive increase in the capital and voting rights of L’Oréal; and
• to refrain from exercising the proportion of its voting rights in excess of 33.33% of the voting rights of L’Oréal.

The Company is not aware of any shareholders’ agreements affecting shares and its capital other than those described above.