2023 universal registration document

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

Collective lock-up agreements concluded pursuant to 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.

On friday 29 December 2023, the agreements concluded in 2016 were terminated and a new lock up agreement was concluded pursuant to Article 787 B of the French General Tax Code, representing the same number of L’Oréal shares and similar to those concluded in 2016, with the addition of the company Financière L’Arcouest (controlled by Ms Françoise Bettencourt Meyers and her family) as a signatory.

Commitments of the Bettencourt Meyers family associated with their waiver granted in 2021 by the AMF from the obligation to file a draft public offer for the L’Oréal shares⁽¹⁾AMF Decision No. 221C3388.

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⁽²⁾These commitments could be lifted early if there are significant changes to L’Oréal’s environment, situation or shareholding, provided that the Bettencourt Meyers family submits to the AMF in advance their intention to do so., 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.

Within the context of the transfer by Ms Françoise Bettencourt Meyers of 27,650,000 L’Oréal shares to the company Financière L’ Arcouest, on 12 December 2023, the AMF granted the Bettencourt Meyers family a waiver from the obligation to file a draft public offer for the L’Oréal shares (AMF decision no. 223C2036) following this internal reclassification within the Bettencourt Meyers family group. As a member joining the Bettencourt Meyers family group, Financière L' Arcouest is therefore required to comply with the aforementioned commitments made by the Bettencourt Meyers family group as part of the waiver decision of 8 December 2021.

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

7.3.6. Buyback and cancellation by the Company of its own shares

During the 2023 financial year, the Company redeemed 1,271,632 of its own shares, in accordance with the authorisation approved by the Annual General Meeting of 21 April 2023.

The table below summarises by purpose the transactions carried out in this context and the use made of the securities redeemed: