2025 Universal Registration Document

7.4.2 Absence of stock option plans for Company shares

On 31 December 2025, there was no stock option plan in place for the purchase of Company⁽¹⁾ shares, the last plan having expired in 2021.

7.4.3 Conditional grants of shares (ACAs))

7.4.3.1 Authorisation of the Ordinary and Extraordinary General Meeting of 23 April 2024

The Annual General Meeting of 23 April 2024 gave the Board of Directors the authorisation to carry out free grants of existing shares and/or shares to be issued to employees and corporate officers of the Company and of its French or foreign subsidiaries under the conditions of Article L. 225-197-2 of the French Commercial Code.

The Annual General Meeting set the period of validity of the authorisation, which may be used on one or more occasions, at 26 months.

The total number of free shares thus granted may not represent more than 0.6% of the share capital recorded on the date of the Board of Directors’ decision.

The number of free shares granted to the Company’s corporate officers may not represent more than 10% of the total number of free shares granted during a financial year pursuant to this resolution.

The Board of Directors will determine the identity of the beneficiaries of the free shares and the number granted to each of them. It will also determine the conditions to be met in order for the shares to fully vest, in particular the financial and non-financial performance conditions.

Financial and non-financial performance conditions

The financial performance criteria are based on:

• change in L’Oréal’s comparable cosmetics sales compared to a panel of L'Oréal's major direct competitors⁽²⁾ ; and
• change in L’Oréal’s consolidated operating profit;

The non-financial performance criteria are based on:

• the fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme (% of renewable energy; % of plastic in 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.

The Board of Directors considers that both these types of criteria, assessed over a period of three full financial years and reapplied to several plans, are complementary, in line with the objectives and specificities of the Group and likely to promote continuous, balanced and sustainable long-term growth. They are exacting but remain a source of motivation for the beneficiaries. The grant of such shares to the beneficiaries, for all or part of the shares granted, will become final provided that the other conditions set at the time of grant are met, at the end of a minimum vesting period of four years.

Pursuant to the criterion related to sales, in order for all the free shares granted to beneficiaries to fully vest at the end of the vesting period, L’Oréal must outperform the average growth in sales of the panel of competitors. If this is not achieved, the grant is reduced. If L’Oréal’s comparable growth in sales is lower than the average growth in sales of the panel of competitors, no shares will be fully vested under this criterion.