2025 Universal Registration Document

5. 2025 Consolidated Financial Statements

5.5 Free shares – Employee Shareholding Plan
Accounting principles

In accordance with the requirements of IFRS 2 “Share-based Payment”, the value of options or free shares granted as calculated at the grant date is expensed in the income statement over the vesting period, which is generally four years for free shares.

The fair value of free shares corresponds to the value of the share at the grant date, less dividends expected to be paid during the vesting period.

The impact of IFRS 2 on profit for the period is booked on the Selling, general and administrative expenses item of the income statement at Group level, and is not allocated to the Divisions or regions.

a) Free shares

The table below summarises the data on free share plans vesting after 1 January 2023.

Free shares
Grant date Vesting date Number of shares granted Number of shares issued/allotted Number of shares not finally vested
STOCK SUBSCRIPTION PLANS
18.04.2019

18.04.2019

Vesting date

19.04.2023

18.04.2019

Number of shares granted

843,075

18.04.2019

Number of shares issued/allotted

776,975

18.04.2019

Number of shares not finally vested

14.10.2020

14.10.2020

Vesting date

15.10.2024

14.10.2020

Number of shares granted

713,660

14.10.2020

Number of shares issued/allotted

661,270

14.10.2020

Number of shares not finally vested

07.10.2021

07.10.2021

Vesting date

08.10.2025

07.10.2021

Number of shares granted

588,750

07.10.2021

Number of shares issued/allotted

549,595

07.10.2021

Number of shares not finally vested

13.10.2022

13.10.2022

Vesting date

14.10.2026

13.10.2022

Number of shares granted

700,000

13.10.2022

Number of shares issued/allotted

2,025

13.10.2022

Number of shares not finally vested

675,800

12.10.2023

12.10.2023

Vesting date

13.10.2027

12.10.2023

Number of shares granted

650,580

12.10.2023

Number of shares issued/allotted

12.10.2023

Number of shares not finally vested

636,655

10.10.2024

10.10.2024

Vesting date

11.10.2028

10.10.2024

Number of shares granted

700,000

10.10.2024

Number of shares issued/allotted

10.10.2024

Number of shares not finally vested

696,421

10.10.2025

10.10.2025

Vesting date

11.10.2029

10.10.2025

Number of shares granted

703,500

10.10.2025

Number of shares issued/allotted

10.10.2025

Number of shares not finally vested

703,500

For the conditional grant of shares, the plan provides for a four-year vesting period after which vesting is effective and final, subject to meeting the conditions of the plan.

The performance conditions apply to the 7 October 2021 plans:

  • for 50% of shares granted, the growth in comparable Cosmetics sales in relation to growth in net sales for a panel of competitors of 2022, 2023 and 2024 financial years.
  • for 50% of shares granted, the increase over the same period in the Group’s consolidated operating profit.

The calculation will be based on the arithmetic average of the performance in the 2022, 2023 and 2024 financial years.

and will use a predefined allocation scale based on the performance percentage achieved. No performance condition applies below a block of 200 shares.

For the 13 October 2022, 12 October 2023, 10 October 2024 and 10 October 2025 plans, the performance conditions comprise the following:

  • 80% based on financial performance criteria, split evenly between:
    • growth – compared with that of a panel of competitors in comparable cosmetics sales:
      • 2023, 2024 and 2025 financial years under the 2022 plan,
      • 2024, 2025 and 2026 financial years under the 2023 plan,
      • 2025, 2026 and 2027 financial years under the 2024 plan,
      • 2026, 2027 and 2028 financial years under the 2025 plan,
    • the increase over the same period in the Group’s consolidated operating profit. The calculation will be made on the basis of the arithmetic average of the performances for:

      • 2023, 2024 and 2025 financial years under the 2022 plan,
      • 2024, 2025 and 2026 financial years under the 2023 plan,
      • 2025, 2026 and 2027 financial years under the 2024 plan,
      • 2026, 2027 and 2028 financial years under the 2025 plan;
  • 20% based on non-financial performance criteria, of which:

    • 15% is associated with the fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme,
    • 5% is associated with the gender balance within strategic positions, including the Executive Committee.

No performance condition applies below a block of 100 shares.

At 31 December 2025, the performance conditions for plans in progress were deemed achieved.