2021 UNIVERSAL REGISTRATION DOCUMENT

2. Corporate Governance

As regards all the free shares granted pursuant to the criterion relating to sales, in order for these to finally vest at the end of the vesting period, L’Oréal must out perform the average growth in sales of the panel of competitors. Below this level, the grant decreases. If the 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 finally vested under this criterion.

Pursuant to the criterion relating to operating profit, in order for all the free shares granted to finally vest at the end of the vesting period, a level of growth defined by the Board but not made public for confidentiality reasons, must be achieved or exceeded. Below this level, the grant decreases. If the operating profit does not increase in absolute value over the period, no share will finally vest pursuant to this criterion.

The figures recorded year on year to determine the levels of performance achieved are published in the Annual Financial Report.

Main features of the grant

This Plan enabled 588,750 performance shares (ACAs) to be granted to 2,408 beneficiaries, i.e. 0.1% of the share capital.

The conditional grant of performance shares benefiting Mr Nicolas Hieronimus in 2021 represents 2.89% of the total number of performance shares granted and 0.003% of the share capital as at 31July 2021.

In addition, as a corporate officer, Mr Nicolas Hieronimus will retain 50% of the shares that will finally vest at the end of the vesting period in registered form until the end of his term of corporate office.

Furthermore, Mr Nicolas Hieronimus has undertaken not to use risk hedging instruments.

To recap, Mr Nicolas Hieronimus was not awarded any other long-term incentives in 2021.

2.4.2.3.4. Remuneration as Director

Mr Nicolas Hieronimus does not receive any remuneration as Director.

He does not receive any remuneration as a Director of the Group companies.

2.4.2.3.5. Additional social protection schemes

Mr Nicolas Hieronimus continues to benefit, because of his classification as a senior manager during his term of office, from the additional social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company’s employees.

The amount of the employer’s contributions to the employee benefit and healthcare schemes for the period from 1 May to 31 December 2021 amounted to €2,796, and the amount of the employer’s contribution to the Defined Contribution Pension scheme amounted to €4,251.

Under the Defined Contribution Pension Scheme (“L’Oréal RCD”, as described in chapter 4 of this document), the rights of which are strictly proportional to the contributions paid, and which benefits all employees of L’Oréal in France, the estimated amount of Mr Nicolas Hieronimus’s annual retirement pension at 31 December 2021 would be a gross amount of €4,584.

As for all other senior managers of the Group, the pension resulting from the employer contributions of the L’Oréal RCD will be deducted from the amount of the Pension Cover for the calculation of the life annuity potentially due under this plan so that these benefits are not combined (see section 2.4.3.4. “Application of the related-party agreements scheme” of this document).

As a reminder, the life time risk related to the plans resulting from Article 83, 2° of the French General Tax Code is borne by the insurer.

2.4.2.4. Remuneration paid or allocated to Mr Jean-Paul Agon, Chairman of the Board of Directors for the period from 1 May to 31 December 2021
2.4.2.4.1. Fixed remuneration

At its meeting of 11 February 2021, and on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors decided to set Mr Jean-Paul Agon’s fixed annual remuneration at the gross amount of €1,600,000, paid on a proportional basis for the period from 1 May to 31 December 2021.

2.4.2.4.2. Additional social protection schemes

The Chairman of the Board benefits from the same employee benefit scheme as the senior managers of the Company.

The amount of the employer’s contributions to the employee benefit schemes for the period from 1 May to 31 December 2021 amounted to €2,289.