2023 universal registration document

2. Corporate governance

Qualitative criteria: Management

Weighting: 7.5%

  • Continuation of the renewal of the Executive Committee. High retention rate for the Top 300.
  • Management of geopolitical crises (Israel/Gaza and Ukraine/Russia).
  • Transformation of the Group: Beauty tech & cultural transformation.
    • Global launch of “Simplicity 2”: a programme that addresses concerns about improved management of workloads. Simplicity 2 provides concrete solutions so that employees at all levels of the organisation can devote time to what matters most to increase efficiency.
  • Pulse survey (internal employee opinion survey): 92% participation rate. Employee engagement rate 78% (same as 2022).

Qualitative criteria: Image, Company reputation, Dialogue with stakeholders

Weighting: 7.5%

  • Highlighting the L’Oréal Group’s French roots
    • Inauguration of Le Visionnaire – Espace François Dalle, L’Oréal’s historical headquarters located at 14 rue Royale in Paris.
    • The Group’s participation in European Heritage Days: opening up many L’Oréal sites in France to the public, including the headquarters in Clichy.
    • The Group’s“La Beauté de l’Industrie” media campaign, highlighting, among other things, the 94,000 jobs L’Oréal has generated in France.this figure breaks down into 15,000 direct jobs (jobs generated directly by L'Oréal) and 79,000 jobs generated by L'Oréal's knock-on effects (indirect, induced and chain jobs). Data collected by L'Oréal and used by the Asterès impact model (MIA 2023).
    • Media interviews given by Nicolas Hieronimus during Industry Week.
  • •Sustainability
    • L’Oréal is the only company in the world, among nearly 6,000, to have received 3 “A” ratings – the highest score possible – from the Carbon Disclosure Project for the eighth consecutive year in three areas: climate, sustainable water management and the fight against deforestation.
    • Creation of a new endowment fund, the L’Oréal Climate Emergency Fund.
    • L’Oréal recognised by Standard & Poor’s Global for its sustainability performance, with an ESG rating of 85 points out of 100.
    • The non-financial rating agency Sustainalytics awarded L’Oréal “Industry Top Rated 2023” status (with a score of 20.1).
  • Diversity and inclusion
    • Inauguration, in the presence of Nicolas Hieronimus, of the 3rd “Emmaüs Beauty and Well-being Space” at Le Pré-Saint-Gervais in Paris.
    • Nicolas Hieronimus’s participation in the LinkedIn #AMaPlace campaign launched by the SISTA and UN Women collective to protect the role of women in Tech.
    • The Group’s “My Strength, My Beauty” media campaign, promoting the disabled athletes L’Oréal supports.
  • •Innovation and Beauty Tech
    • Nicolas Hieronimus’s presentation at VivaTech.
    • L’Oréal awarded 6 “Innovation Awards 2023” by CES®.
    • HAPTA hailed by TIME magazine as one of the “best inventions of 2023”.
    • L’Oréal and Verily launch the world’s the largest and most diverse study of skin and hair health.
    • L’Oréal joined the Fast Company’s annual ranking of the “100 best workplaces for innovators”.
  • Ethics
    • L’Oréal was recognised for the 14th time as one of the “World’s Most Ethical Companies” by the Ethisphere Institute.
    • 15th Ethics Day (17 October 2023): live webchats with Nicolas Hieronimus were open to all employees worldwide.
  • Commitment to young people
    • Continuation of the L’Oréal for Youth programme.
    • Celebration of the 30th anniversary of apprenticeships at L’Oréal.
    • Organisation of the “Innovator Z Summit” at Shanghai Jiao Tong University and presentation by Nicolas Hieronimus.
  • Reputation and image of the Group and its teams with stakeholders
    • Nicolas Hieronimus recognised in the Fragrance Foundation Hall of Fame.
    • Barbara Lavernos included in the WWD/FN/Beauty Inc. 50 Women in Power rankings.
    • Asmita Dubey’s presentation at VivaTech.
    • Alexandra Palt’s presentation at Climate Week NYC and at the 25th anniversary of the L’Oréal-Unesco For Women in Science Awards
2.4.2.2.3. Granting of performance shares

Pursuant in particular to Articles L. 225-197-1 and L. 22-10-8of the French Commercial Code and the authorisation of theOrdinary and Extraordinary General Meeting of 21 April 2022,the Board of Directors meeting on 13 October 2023, takinginto account the performance of Mr Nicolas Hieronimusand the share price valuation, decided to grant him 17,000performance shares (ACAs – “Attributions Conditionnelles d’Actions”, existing conditional grants of shares), in accordancewith the remuneration policy.

The estimated fair value, according to the IFRS standardsapplied in preparing the Consolidated Financial Statements, of one performance share (ACAs) for the 13 October 2023plan, of which Mr Nicolas Hieronimus is part, is €371.96.

The estimated fair value, according to the IFRS standards, of the 17,000 performance shares (ACAs) granted in 2023 toMr Nicolas Hieronimus is therefore €6,323,320.

These shares will only vest, in whole or in part, once theperformance conditions described below are met.

This figure breaks down into 15,000 direct jobs (jobs generated directly by L'Oréal) and 79,000 jobs generated by L'Oréal's knock-on effects (indirect, induced and chain jobs). Data collected by L'Oréal and used by the Asterès impact model (MIA 2023).