2024 universal registration document

2. Corporate governance

2.5 Summary table of AFEP‑MEDEF Code recommendations that are not applied

HISTORY OF CONDITIONAL GRANTS OF SHARES (ACAS) TO NICOLAS HIERONIMUS SINCE HIS APPOINTMENT AS A CORPORATE OFFICER

Grant date	Number of ACAs granted	Performance conditions ⁽¹⁾	Grant value (IFRS fair value)	Date of full vesting of all or part of the ACAs	Number of fully vested shares	First possible date of sale of a portion of these (2)
7 October 2021	7 October 2021 Number of ACAs granted 17,000	7 October 2021 Performance conditions ⁽¹⁾ Yes	7 October 2021 Grant value (IFRS fair value) 5,768,780	7 October 2021 Date of full vesting of all or part of the ACAs 8 October 2025	7 October 2021 Number of fully vested shares NA⁽³⁾	7 October 2021 First possible date of sale of a portion of these (2)8 October 2025
13 October 2022	13 October 2022 Number of ACAs granted 20,000	13 October 2022 Performance conditions ⁽¹⁾ Yes	13 October 2022 Grant value (IFRS fair value) 6,066,600	13 October 2022 Date of full vesting of all or part of the ACAs 14 October 2026	13 October 2022 Number of fully vested shares N/A	13 October 2022 First possible date of sale of a portion of these (2)14 October 2026
13 October 2023	13 October 2023 Number of ACAs granted 17,000	13 October 2023 Performance conditions ⁽¹⁾ Yes	13 October 2023 Grant value (IFRS fair value) 6,323,320	13 October 2023 Date of full vesting of all or part of the ACAs 14 October 2027	13 October 2023 Number of fully vested shares N/A	13 October 2023 First possible date of sale of a portion of these (2)14 October 2027
10 October 2024	10 October 2024 Number of ACAs granted 16,000	10 October 2024 Performance conditions ⁽¹⁾ Yes	10 October 2024 Grant value (IFRS fair value) 5,735,840	10 October 2024 Date of full vesting of all or part of the ACAs 11 October 2028	10 October 2024 Number of fully vested shares N/A	10 October 2024 First possible date of sale of a portion of these (2) 11 October 2028

See the performance conditions described in chapter 7 of this document.
Nicolas Hieronimus, as corporate officer, shall retain 50% of the fully vested shares in registered form until the end of his term of corporate office. Nicolas Hieronimus has undertaken not to enter into any hedging transactions.
Details of the achievement of the performance conditions and a reminder of the conditions of the plan are disclosed in section 7.4.3.5.

TABLE OF PERFORMANCE SHARES THAT BECAME AVAILABLE DURING 2024 FOR NICOLAS HIERONIMUS

N/A.

2.5 Summary table of AFEP‑MEDEF Code recommendations that are not applied

AFEP-MEDEF Code recommendations	L’Oréal’s practices and justifications
Committee composition: proportion of independent members of the Committees (sections 17.1 and 18.1 of the AFEP-MEDEF Code)
The Appointments or Nomination Committee and the Remuneration Committee should comprise a majority of independent Directors.	The Appointments or Nomination Committee and the Remuneration Committee should comprise a majority of independent Directors. L’Oréal’s practices and justifications At 31 December 2024, the Nominations and Governance Committee comprised 50% independent Directors. The Committee is chaired by Patrice Caine, an independent Director. The composition of the Nominations and Governance Committee (i) reflects the balance of the Board of Directors' composition, in particular the membership of Directors from or related to long-term shareholders, and (ii) contributes to the effectiveness of this Committee's work. All of the members of the Nominations and Governance Committee participate in its work, and there is a strong sense of commitment and total freedom of judgement within the Committee. The composition of this Committee, and in particular the proportion of independent Directors, is reviewed annually to ensure optimal governance in the best interests of all shareholders and taking into account L'Oréal’s specific characteristics.
Employment contract of the corporate officer (sections 23 and 25 of the AFEP-MEDEF Code)
It is recommended, though not required, that when a senior executive becomes a Director and corporate officer of the Company, his/her employment contract with the Company or another company of the Group should be terminated by agreed termination or by resignation. When agreement is reached, it is likely to include a clause authorising the Board to waive the application of this non-compete agreement at the time of the manager’s departure. No non-compete remuneration may be paid beyond the age of 65.	It is recommended, though not required, that when a senior executive becomes a Director and corporate officer of the Company, his/her employment contract with the Company or another company of the Group should be terminated by agreed termination or by resignation. When agreement is reached, it is likely to include a clause authorising the Board to waive the application of this non-compete agreement at the time of the manager’s departure. No non-compete remuneration may be paid beyond the age of 65. L’Oréal’s practices and justifications The Board of Directors considered that the objective of the AFEP-MEDEF Code's recommendations is could be fully achieved by maintaining the suspension of the employment contract and clearly separating the benefits related to the employment contract from those tied to corporate office. This position of the Board applies to the current office of Nicolas Hieronimus as Chief Executive Officer and, in the future, to any new executive officer appointed who has over 15 years of service in the Group at the time of appointment. L’Oréal’s ongoing policy has been to appoint employees who have been very successful in the various stages of their career in the Group as corporate officers. This is reflected in Nicolas Hieronimus’s appointment as Chief Executive Officer from 1 May 2021, after a very successful career in the Group over the previous 34 years. The Board of Directors noted that if, in accordance with the AFEP‑MEDEF recommendation, his employment contract with L’Oréal were to be terminated, Nicolas Hieronimus would lose the status he acquired as a result of the 34 years he spent working for the Group as an employee. The French Financial Markets Authority (AMF), in its Recommendation 2012-02 last updated on 14 December 2023, considers that a senior executive’s length of service as a company employee and their personal situation may justify maintaining their employment contract if the company provides explanations adapted to the individual situation of each executive (length of service and description of the benefits granted under the employment contract). In respect of the employment contract, pursuant to the provisions of the National Collective Bargaining Agreement for the Chemical Industries and in the event of termination of the employment contract, the indemnity due in consideration of the non-compete clause would be payable monthly for two years on the basis of two thirds of the monthly fixed remuneration attached to the suspended employment contract unless Hieronimus were to be released from application of the clause. This clause does not apply in the event of voluntary retirement or compulsory retirement on the Company’s initiative: no consideration for non-competition would be paid in such a situation.