2022 Universal Registration Document

20,000 performance shares valued at €6,066,600 (estimated fair value according to the IFRS applied for the preparation of the consolidated financial statements)

N/A

Pursuant to the authorisation of the Extraordinary General Meeting of 21 April 2022 (nineteenth resolution), the Board of Directors decided on 13 October 2022, on the recommendation of the Human Resources and Remuneration Committee, to conditionally grant 20,000 shares (ACAs) to Mr Nicolas Hieronimus. This grant is in accordance with the 2022 remuneration policy defined by the Board of Directors on 9 February 2022 and approved by the Annual General Meeting of 21 April 2022.

The fair value of one ACAs in the Plan of 13 October 2022, measured according to the IFRS applied for the preparation of the consolidated financial statements, is €303.33, representing, for the 20,000 ACAs granted in 2022 to Mr Nicolas Hieronimus, a fair value of €6,066,600.

Final vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a 4 year vesting period as from the grant date. The number of vested shares will depend:

• in part, criteria for financial performance based on:
• growth in comparable cosmetics sales of L’Oréal as compared to a panel of L’Oréal’s major direct competitors,
• growth in L’Oréal’s consolidated operating profit;
• in part, criteria for non-financial performance based on:
• fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme (hereinafter “L’Oréal for the Future Commitments”): % of sites that are “carbon neutral”⁽¹⁾; % of formula ingredients that are biobased, traceable and come from sustainable sources; % of plastic packaging that comes from either recycled or biobased sources; number of people benefitting from the Group’s brands’ social commitment programmes), and
• gender balance within strategic positions including the Executive Committee.

Pursuant to the criterion relating to sales, in order for all the free shares granted to be finally 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 number of finally vested shares is in decline. If L’Oréal’s comparable growth in net sales is lower than the average growth in net sales of the panel of competitors, no shares will be finally vested under this criterion.

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

With regard to the achievement of the L’Oréal for the Future Commitments criterion, 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 of the results for the L’Oréal for the Future Commitments falls below the minimum level defined by the Board and made public.

Pursuant to the criterion relating to gender balance in strategic positions, in order for all the free shares granted to be finally 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 grant of shares to Mr Nicolas Hieronimus in 2022 represents 2.86% of the total number of ACAs granted to the 2,647 beneficiaries of this same Plan. In accordance with the authorisation of the Annual General Meeting of 21 April 2022, this grant of shares does not represent more than 0.6% of the share capital, it being understood that the maximum amount granted to corporate officers may not represent more than 10% of the total amount of free shares that may be granted. No share subscription or purchase options or other long-term incentives have been granted to Mr Nicolas Hieronimus in 2022.

Mr Nicolas Hieronimus does not receive any remuneration as Director.