2025 Universal Registration Document

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 for the 7 October 2021 plan are:

•  for 50%, growth in comparable cosmetics sales in 2022, 2023 and 2024 versus a panel of competitors for the period covered by the plan.
• for 50% of shares granted, 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 performance for financial years 2022, 2023 and 2024, using 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:

• for 80%, based on financial performance criteria that include:
  • for one half, the growth in comparable cosmetics sales – in relation to those of a panel of competitors – for the financial years:
    •  2023, 2024 and 2025 for the 2022 plan,
    • 2024, 2025 and 2026 for the 2023 plan,
    • 2025, 2026 and 2027 for the 2024 plan,
    • 2026, 2027 and 2028 for the 2025 plan,
  • for the other half, 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 financial years:
    • 2023, 2024 and 2025 for the 2022 plan,
    • 2024, 2025 and 2026 for the 2023 plan,
    • 2025, 2026 and 2027 for the 2024 plan,
    • 2026, 2027 and 2028 for the 2025 plan,
• for 20%, based on non-financial performance criteria that include
  • 15% 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% associated with the gender balance within strategic positions, including the Executive Committee.

No performance condition applies below a block of 100 shares.

As at 31 December 2025, the performance conditions of the plans in progress were deemed achieved.

17.2 Capital increase reserved for employees

June 2024 plan

In June 2024, Group employees had the opportunity to join a share ownership plan based on a traditional format with discount and matching contribution.

The subscription price was set at €358.71, representing 80% of the average share price over the 20 trading sessions prior to the Chief Executive Officer's decision to set the subscription period from 5 June to 19 June 2024, during which 199,641 shares were subscribed giving entitlement to 72,795 matching shares. This number does not include the subscription reserved for a Trustee under the laws of England and Wales, as part of a Share Incentive Plan established for Group employees in the United Kingdom, in respect of which the final number of subscribed shares will not be known until April 2025.

For French employees, free matching shares were offered upon subscription in proportion to their personal contribution to the plan with a maximum of three shares offered for six shares subscribed.

For employees in other countries, shares were offered under a free share plan with a continued employment condition for the employee and proportionate to how much the employee contributes to the plan, with a maximum of three shares offered for six subscribed shares. The shares will be allocated to employees on 31 July 2029 provided they are still with the Group on that date.

The capital was increased on 30 July 2024 by 230,423 shares including matching shares for French employees.