2022 Universal Registration Document

Chapter 7 : Share capital and stock market information

Pursuant to the criterion relating to sales, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, L’Oréal must outperform the average growth in sales of the panel of competitors. Below this level, the grant decreases. If L’Oréal’s comparable growth in net sales is less than the average growth in sales of the panel of competitors over the period, no share will be allocated for this criterion. The Board of Directors defines a threshold, not made public for confidentiality reasons, below which no share will finally vest pursuant to this criterion.

Pursuant to the criterion relating to operating profit, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, a level of growth defined by the Board of Directors, but not made public for confidentiality reasons, must be met or exceeded. Below this level, the grant decreases. If the operating profit does not increase in absolute value over the period, no share will finally vest pursuant to this criterion.

Pursuant to the criterion relating to the achievement of the L’Oréal for the Future Commitments, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, an average of 65% of the L’Oréal for the Future Commitments must be achieved during the vesting period. Below this level, the grant decreases. No shares will vest if the average level of achievement for the L’Oréal for the Future Commitments falls below 50%.

Pursuant to the criterion relating to gender balance in strategic positions, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, the average representation of one of the sexes must account for at least 40% of employees in strategic positions.

Below this level, the grant decreases. No shares will vest in relation to this criterion if the average representation of one of the sexes is less than 35% over the vesting period.

The Human Resources and Remuneration Committee is responsible for communicating to the Board of Directors the level of indicators recorded for the years to be used for the calculation of the performance conditions. The Board of Directors records, at the appropriate time, the level of performance achieved on which the number of shares that finally vests depends.

The figures recorded each year to determine the levels of performance achieved are published in sections 7.4.3.5. and 7.4.3.6.

The vesting of the first 100 conditional grants of shares is not subject to fulfilment of the performance conditions except for beneficiaries who were members of the Executive Committee on the date they were granted, including the Chief Executive Officer.

7.4.3.3. Shares granted to the ten employees other than directors or corporate officers to whom the largest number of shares have been granted

The total number of shares granted in 2022 to the ten employees other than directors or corporate officers who received the largest number of shares was 78,400 shares.

7.4.3.4. Existing Conditional Grants of Shares at 31 December 2022
Date of authorisation by the Extraordinary General Meeting 17.04.2018 30.06.2020 30.06.2020 21.04.2022
Date of grant by the Board of Directors 18.04.2019 14.10.2020 07.10.2021 13.10.2022
Total number of shares conditionally granted 843,075 713,660 588,750 700,000

Of which the ten employees other than directors or corporate officers granted the largest number of shares(1)

128,000 111,250 72,400 78,400
Number of beneficiaries 2,107 2,208 2,408 2,647
Performance conditions
  • 50%: growth in like-for-like cosmetics sales as compared to a panel of competitors(2)
  • 50%: growth in L’Oréal Group’s consolidated operating profit
  • 80% based on financial performance criteria, split evenly between:
    • the growth in like-for-like cosmetics sales as compared to a panel of competitors (2) and,
    • the growth in L’Oréal’s consolidated operating profit.
  • 20% based on non-financial performance criteria, of which:
    • 15% is associated with the fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme.
    • 5% is associated with the gender balance within strategic positions, including the Executive Committee.
Date of final vesting 19.04.2023 15.10.2024 08.10.2025 14.10.2026
End of lock-in period N/A N/A N/A N/A

(1)Employees who are not directors or corporate officers of L’Oréal or employees of companies included within the scope of the grant of shares.

(2)The panel consists of the following companies: Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Johnson & Johnson, Henkel, LVMH, Kao and Coty.