At 31 December 2024, the Company did not hold any of its own shares. The number of shares held by each member of the Board of Directors is detailed in section 2.2.2.
The Company is authorised to trade in its own shares on or off the Stock Exchange in accordance with Articles L. 22-10-62 et seq. and L. 225-210 to L. 225-217 of the French Commercial Code, within the limits and in accordance with the purposes defined by the authorisations granted to it by the Annual General Meeting.
The employees and former employees of L’Oréal and its affiliates held 10,693,845 shares at 31 December 2024 representing 2.00%(1) of the share capital, 1.05% of which is held in the employee savings scheme and the employee investment fund. At that date, within the meaning of Article L. 225-102 of the French Commercial Code, this stake in the share capital was held by 29,634 employees in the employee investment fund, of which 14,752 participating in the employee savings scheme.
L'Oréal set up its first worldwide employee shareholding plan in 2018. Further to the 2018, 2020 and 2022 plans, and as announced at the time of the launch of the 2024 plan, L'Oréal is now aiming to issue a new plan every year. In 2024, the employee shareholding plan was rolled out in 63 countries, with a preferential discount (20%) and matching contributions (up to 3 free shares). The plan was once again very successful, with a subscription rate of some 36%, a similar high level(2) to the previous plans.
None.
L’Oréal was informed that on 16 December 2016, the members of the Bettencourt Meyers family group, and 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 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 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 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 Françoise Bettencourt Meyers and her family) as a signatory.
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(4), 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:
(1) Concerns current and former employees of L’Oréal. With regard to employees and former employees of L’Oréal. The percentage also includes the performance shares granted in accordance with Article L. 225-197-1 of the French Commercial Code.
(2) 2024 survey on employee share ownership by the French Federation of Employee Shareholder Associations and Former Employees – FAS. The survey includes entities in France that practice employee share ownership and performs a recurring analysis between these same entities.
(3) AMF Decision No. 221C3388.
(4) 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.
