2025 Universal Registration Document

7. Information on the Company and the share capital

Pursuant to the criterion related to operating profit, a certain level 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 fully vest to the beneficiaries at the end of the vesting period. Below this level, the number of shares that fully vest 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 criterion of fulfilling commitments made under the L'Oréal for the Future programme, in order for all the free shares granted to fully vest to the beneficiaries at the end of the vesting period, an average of 80% of the L’Oréal for the Future Commitments must be reached over the vesting period. If this is not achieved, the grant is reduced. If the average level of achievement for the L’Oréal for the Future Commitments falls below 70%, no shares will fully vest in relation to this criterion.

Pursuant to the criterion relating to gender balance in strategic positions, in order for all the free shares granted to fully vest to the beneficiaries at the end of the vesting period, the average gender quota in strategic positions must be a minimum of 40% of members that are the same gender. If this is not achieved, the grant is reduced. No shares will vest in relation to this criterion if the average gender quota is below 35% over the vesting period.

The Human Resources and Remuneration Committee is responsible for communicating to the Board of Directors the level of indicators recorded for the years to be used for the calculation of the performance conditions. The Board of Directors records, at the appropriate time, the level of performance achieved on which the number of shares that fully vests depends.

The figures recorded each year to determine the levels of performance achieved are published in section 7.4.3.6.

The vesting of the first 100 conditional grants of shares is not subject to achievement of the performance conditions, except for beneficiaries who were members of the Executive Committee at the grant date, including the Chief Executive Officer.

7.4.3.3 Shares granted to the 10 employees other than corporate officers to whom the largest number of shares have been granted

The total number of shares granted in 2025 to the 10 employees other than corporate officers who received the largest number of shares was 76,685 shares.

7.4.3.4 Existing conditional share grants at 31 December 2025
Existing conditional share grants at 31 December 2025
Date of authorisation by the Extraordinary General Meeting 21.04.2022 21.04.2022 23.04.2024 23.04.2024
Date of grant by the Board of Directors Date of grant by the Board of Directors

21.04.2022

13.10.2022

Date of grant by the Board of Directors

21.04.2022

12.10.2023

Date of grant by the Board of Directors

23.04.2024

10.10.2024

Date of grant by the Board of Directors

23.04.2024

10.10.2025

Total number of shares conditionally granted Total number of shares conditionally granted

21.04.2022

700,000

Total number of shares conditionally granted

21.04.2022

650,580

Total number of shares conditionally granted

23.04.2024

700,000

Total number of shares conditionally granted

23.04.2024

703,500

Of which the 10 employees other than corporate officers granted the largest number of shares(1) Of which the 10 employees other than corporate officers granted the largest number of shares(1)

21.04.2022

78,400

Of which the 10 employees other than corporate officers granted the largest number of shares(1)

21.04.2022

70,650

Of which the 10 employees other than corporate officers granted the largest number of shares(1)

23.04.2024

73,175

Of which the 10 employees other than corporate officers granted the largest number of shares(1)

23.04.2024

76,685

Number of beneficiaries Number of beneficiaries

21.04.2022

2,647

Number of beneficiaries

21.04.2022

2,763

Number of beneficiaries

23.04.2024

2,742

Number of beneficiaries

23.04.2024

2,648

Performance conditions Performance conditions

21.04.2022

  • 80% based on financial performance criteria, split evenly between:

    • change in comparable cosmetics sales compared to a panel of competitors(2) and,
    • change in L’Oréal’s consolidated operating profit.
  • 20% based on non-financial performance criteria, of which:

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

21.04.2022

14.10.2026

Vesting date

21.04.2022

13.10.2027

Vesting date

23.04.2024

11.10.2028

Vesting date

23.04.2024

11.10.2029

End of lock-in period End of lock-in period

21.04.2022

N/A

End of lock-in period

21.04.2022

N/A

End of lock-in period

23.04.2024

N/A

End of lock-in period

23.04.2024

N/A