2024 universal registration document

2. Corporate governance

Main features of the grant

This Plan allowed for 700,000 performance shares (ACAs), i.e., 0.1% of the share capital, to be granted to 2,742 beneficiaries.

The conditional grant of performance shares benefitting Nicolas Hieronimus in 2024 represents 2.29% of the total number of performance shares granted and 0.003% of the share capital as at 10 October 2024.

In addition, as a corporate officer, Nicolas Hieronimus will retain 50% of the shares that will fully vest at the end of the vesting period in registered form until the end of his term of corporate office.

Furthermore, Nicolas Hieronimus has undertaken not to use risk hedging instruments.

Nicolas Hieronimus was not awarded any other long-term incentives in 2024.

2.4.2.2.4 Remuneration as a Director

Nicolas Hieronimus does not receive any remuneration for his role as a Director. He does not receive any remuneration as a director of Group companies.

2.4.2.2.5 Additional social protection schemes

Nicolas Hieronimus continues to benefit, because of his classification as a senior executive during his term of office, from the additional social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company’s employees.

The amount of the employer’s contributions to the employee benefit and healthcare schemes for 2024 amounted to €4,061.19, and the amount of the employer’s contribution to the Defined Contribution Pension scheme amounted to €7,187.04.

Under the Defined Contribution Pension Scheme (“L’Oréal RCD”), the rights of which are strictly proportional to the contributions paid, and which benefits all employees of L’Oréal in France, the estimated amount of Nicolas Hieronimus’s annual retirement pension at 31 December 2024 would be a gross amount of €7,276.

As for all other senior executives of the Group, the pension resulting from the employer contributions of the L’Oréal RCD will be deducted from the amount of the Pension Cover for the calculation of the life annuity potentially due under this plan so that these benefits are not combined.

As a reminder, the lifetime risk related to the plans resulting from Article 83, 2° of the French General Tax Code is borne by the insurer.

2.4.2.3 Remuneration paid or allocated to Jean-Paul Agon, Chairman of the Board of Directors
2.4.2.3.1 Fixed remuneration

At its meeting of 8 February 2024, and on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided to set Jean-Paul Agon’s annual fixed remuneration at the gross amount of €950,000 with effect from 1 May 2024. This gross annual fixed remuneration previously amounted to €1,600,000.

2.4.2.3.2 Additional social protection schemes

The Chairman of the Board is eligible for the same employee benefit scheme as the Company's senior executives.

Employer contributions to his employee benefit plans amounted to €3,125.04.