2024 universal registration document

Remuneration components submitted for a vote	Amounts allocated for the 2024 financial year or accounting valuation	Amounts paid in 2024 or accounting valuation	Description
Remuneration components submitted for a vote	Amounts allocated for the 2024 financial year or accounting valuation ASSESSMENT FOR 2024 BY THE BOARD OF DIRECTORS’ MEETING OF 13 MARCH 2025
Remuneration components submitted for a vote On the basis of the aforementioned assessment criteria, on 13 March 2025 the Board of Directors decided, on the recommendation of the Human Resources and Remuneration Committee, to award gross variable remuneration of €2,048,500 for 2024, or 102.4% of the maximum target, given the level of achievement of the financial criteria and the qualitative and non-financial criteria of 94.6% and 114.2% respectively. The assessment elements are set out in paragraph 2.4.2.2. of the 2024 Universal Registration Document.
Performance shares	Performance sharesAmounts allocated for the 2024 financial year or accounting valuation 16,000 performance shares valued at €5,735,840 (estimated fair value according to the IFRS applied for the preparation of the consolidated financial statements)	Performance sharesAmounts paid in 2024 or accounting valuation N/A	Performance shares Description Pursuant to the authorisation of the Extraordinary General Meeting of 23 April 2024 (nineteenth resolution), the Board of Directors decided on 10 October 2024, on the recommendation of the Human Resources and Remuneration Committee, to conditionally grant 16,000 performance shares (ACAs) to Nicolas Hieronimus. This grant is in accordance with the 2024 remuneration policy defined by the Board of Directors on 8 February 2024 and approved by the Annual General Meeting of 23 April 2024. The fair value of one ACA in the Plan of 10 October 2024, measured according to the IFRS applied for the preparation of the consolidated financial statements, is €358.49, representing, for the 16,000 ACAs granted in 2024 to Nicolas Hieronimus, a fair value of €5,735,840. Final vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a four-year vesting period as from the grant date. The number of vested shares will depend: in part, criteria for financial performance based on: growth in comparable cosmetics sales of L’Oréal as compared to a panel of L’Oréal’s major direct competitors, growth in L’Oréal’s consolidated operating profit; in part, criteria for non-financial performance based on: fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme (hereinafter "L’Oréal for the Future Commitments"): % of renewable energy used by sites operated by the Group⁽¹⁾ ; % of plastic packaging that comes from either recycled or biobased sources; number of people benefitting from the Group's brands' social commitment programmes, and gender balance within strategic positions including the Executive Committee. Pursuant to the criterion relating to net sales, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, L’Oréal must outperform the average growth in net sales of the panel of competitors. Below this level, the number of fully vested shares is reduced. If L’Oréal’s comparable growth in net sales is lower than the average growth in net sales of the panel of competitors, no shares will be fully vested under this criterion. Pursuant to the criterion related to operating profit, a measure of growth, defined by the Board, but not made public for confidentiality reasons, must be met or exceeded in order for all free shares granted to be fully vested by the beneficiaries at the end of the vesting period. Below this level, the number of fully vested shares is reduced. If the operating profit does not increase in absolute value over the period, no shares will fully vest in relation to this criterion. With regard to the achievement of the L’Oréal for the Future Commitments criterion, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, an average of 79% of the L’Oréal for the Future Commitments must be achieved during the vesting period. Below this level, the grant decreases. No shares will fully vest if the average level of achievement for the L’Oréal for the Future Commitments falls below 66%.

Remuneration components submitted for a vote

Amounts allocated for the 2024 financial year or accounting valuation

Amounts paid in 2024 or accounting valuation

Description

ASSESSMENT FOR 2024 BY THE BOARD OF DIRECTORS’ MEETING OF 13 MARCH 2025

On the basis of the aforementioned assessment criteria, on 13 March 2025 the Board of Directors decided, on the recommendation of the Human Resources and Remuneration Committee, to award gross variable remuneration of €2,048,500 for 2024, or 102.4% of the maximum target, given the level of achievement of the financial criteria and the qualitative and non-financial criteria of 94.6% and 114.2% respectively. The assessment elements are set out in paragraph 2.4.2.2. of the 2024 Universal Registration Document.

Performance shares

16,000 performance shares valued at €5,735,840 (estimated fair value according to the IFRS applied for the preparation of the consolidated financial statements)

N/A

Pursuant to the authorisation of the Extraordinary General Meeting of 23 April 2024 (nineteenth resolution), the Board of Directors decided on 10 October 2024, on the recommendation of the Human Resources and Remuneration Committee, to conditionally grant 16,000 performance shares (ACAs) to Nicolas Hieronimus. This grant is in accordance with the 2024 remuneration policy defined by the Board of Directors on 8 February 2024 and approved by the Annual General Meeting of 23 April 2024.

The fair value of one ACA in the Plan of 10 October 2024, measured according to the IFRS applied for the preparation of the consolidated financial statements, is €358.49, representing, for the 16,000 ACAs granted in 2024 to Nicolas Hieronimus, a fair value of €5,735,840.

Final vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a four-year vesting period as from the grant date. The number of vested shares will depend:

in part, criteria for financial performance based on:
- growth in comparable cosmetics sales of L’Oréal as compared to a panel of L’Oréal’s major direct competitors,
- growth in L’Oréal’s consolidated operating profit;
in part, criteria for non-financial performance based on:
- fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme (hereinafter "L’Oréal for the Future Commitments"): % of renewable energy used by sites operated by the Group⁽¹⁾ ; % of plastic packaging that comes from either recycled or biobased sources; number of people benefitting from the Group's brands' social commitment programmes, and
- gender balance within strategic positions including the Executive Committee.

Pursuant to the criterion relating to net sales, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, L’Oréal must outperform the average growth in net sales of the panel of competitors. Below this level, the number of fully vested shares is reduced. If L’Oréal’s comparable growth in net sales is lower than the average growth in net sales of the panel of competitors, no shares will be fully vested under this criterion.

Pursuant to the criterion related to operating profit, a measure of growth, defined by the Board, but not made public for confidentiality reasons, must be met or exceeded in order for all free shares granted to be fully vested by the beneficiaries at the end of the vesting period. Below this level, the number of fully vested shares is reduced. If the operating profit does not increase in absolute value over the period, no shares will fully vest in relation to this criterion.

With regard to the achievement of the L’Oréal for the Future Commitments criterion, in order for all the free shares granted to be fully vested by the beneficiaries at the end of the vesting period, an average of 79% of the L’Oréal for the Future Commitments must be achieved during the vesting period. Below this level, the grant decreases. No shares will fully vest if the average level of achievement for the L’Oréal for the Future Commitments falls below 66%.

2024 universal registration document

8. Annual General Meeting