2023 universal registration document

1,271,632 shares were cancelled in 2023. Over the last 24 months, 25,074,503⁽¹⁾For the avoidance of doubt, it should be noted that 23,802,871 shares were cancelled during the 2022 financial year, including the 22,260,000 shares that were repurchased by L’Oréal from Nestlé in December 2021. shares have been cancelled.

As of 31 December 2023, the Company does not hold any of its own shares.

No use was made of derivatives to make the share buybacks. There was no open purchase or sale position at 31 December 2023.

7.3.6.1. Renewal by the Annual General Meeting of the authorisation given to the Board to trade in the Company’s shares

By voting a new resolution, the Annual General Meeting could give the Board of Directors the means to enable it to continue with the buyback policy.

This authorisation would be given for a maximum period of 18 months as from the date of the Annual General Meeting and the purchase price per share could not exceed €700 (excluding expenses); provided that in the event a public offer is filed for the Company’s securities by a third party, the Board of Directors will not be able to use this authorisation during the public offer period without the prior authorisation of the Annual General Meeting.

The Company would be able to buy its own shares for the following purposes:

• cancelling them;
• selling them within the scope of employee share ownership programmes and allocating them to free grants of shares for the benefit of employees and directors and corporate officers of the Group;
• market-making under a liquidity agreement; and
• retaining the shares and subsequently using them as payment in connection with external growth, merger, demerger or contribution transactions.

The authorisation would concern up to 10% of the share capital, i.e., as an indication, 53,472,547 shares for a maximum amount of €37,430,783,250 at 31 December 2023; it being specified that the Company may not at any time hold more than 10% of its own share capital.

The purchase, sale, exchange or transfer of these shares may be carried out by any means on one or more occasions, on or off the stock market, including in whole or in part, through the acquisition, sale, exchange or transfer of blocks of shares. These means include the use of all financial instruments and derivatives (see Resolution 17).

7.4. Long-term incentive plans

7.4.1. Presentation of the stock option Plans for the purchase or subscription of shares and Plans for Conditional Grants of Shares to employees (ACAs)

Policy

For several years, L’Oréal has set up long-term incentive plans in favour of its employees and corporate officers in an international context, in the form of grants of performance shares.

These grants serve a dual purpose:

• motivate and reward those who make significant contributions to future increases in the Group’s financial and non-financial results; and
• strengthen involvement and the sense of belonging of its beneficiaries by fostering long-term loyalty in a context of increased competition for talent.

Since the 2022 ACAs Plan, performance conditions have included the non-financial criteria described below. These criteria serve L’Oréal’s dual goal: economic and social excellence to create sustainable value for all.

History

Until 2009, L’Oréal’s Board of Directors exclusively granted stock subscription or purchase options to the senior managers and corporate officers whom L’Oréal wished to reward for their performance and their important role, wherever they might be geographically located.

In 2009, L’Oréal’s Board of Directors enlarged its policy by introducing an ACAs vehicle.

The objective was:

• to provide a long-term incentive offering greater motivation to all those who received stock options only occasionally or in limited numbers; and
• to reach out to a broader population of potential beneficiaries, particularly internationally, in a context of increased competition for talents.