2021 UNIVERSAL REGISTRATION DOCUMENT

7. Stock market information share capital

7.4.2.2. Share subscription or purchase options granted to employees other than directors or corporate officers of L’Oréal or exercised by them during the 2021 financial year
  Total number of options granted Weighted average price
Options granted, by L’Oréal S.A., to the ten employees(1) to whom the largest number of stock options was granted

Options granted, by L’Oréal S.A., to the ten employees

(1)

to whom the largest number of stock options was granted

Total number of options granted

No stock options granted in 2021

Options granted, by L’Oréal S.A., to the ten employees

(1)

to whom the largest number of stock options was granted

Weighted average price

N/A

(1) Employees other than corporate officers of L’Oréal S.A. or employees of companies included in the scope of granting the stock options.

  Total number of shares subscribed or purchased as part of the Plan of 22.04.2011 Weighted average price
Options held with regard to L’Oréal S.A. exercised by the ten employees(1)  with the highest number of options purchased or subscribed to in this manner

Options held with regard to L’Oréal S.A. exercised by the ten employees

(1)

  with the highest number of options purchased or subscribed to in this manner

Total number of shares subscribed or purchased as part of the Plan of 22.04.2011

18,453

Options held with regard to L’Oréal S.A. exercised by the ten employees

(1)

  with the highest number of options purchased or subscribed to in this manner

Weighted average price

€83.19

(1) Employees other than corporate officers of L’Oréal S.A. or employees of companies included in the scope of granting the stock options. In 2021, only five employees exercised ongoing options.

7.4.3. Plan for the Conditional Grants of Shares (ACAs)

7.4.3.1. Authorisation of the Ordinary and Extraordinary General Meeting of 30 June 2020

The Ordinary and Extraordinary General Meeting of 30 June 2020 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 grants of shares and the number of free shares granted to each of them as well as the conditions to be met in order for the shares to finally vest, and in particular the performance conditions.

These performance conditions will take into account:

  • partly, growth in L’Oréal’s comparable cosmetics sales as compared to those of a panel of its biggest direct competitors; and
  • partly, growth in L’Oréal’s consolidated operating profit.

The Board of Directors indeed considers that these two criteria, assessed over a long period of 3 financial years and applied to several plans, are complementary, in line with the Group’s objectives and its specificities and likely to promote balanced, continuing growth over the long term. They are demanding but remain a source of motivation for the beneficiaries. The grant of such shares to their 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 4 years.

Pursuant to the criterion relating to sales, in order for all the free shares granted to finally vest for the beneficiaries at the end of the vesting period, L’Oréal must outperform the average growth in sales of the panel of competitors. Below this level, the grant decreases. If L’Oréal’s comparable growth in net sales is less than the average growth in sales of the panel of competitors over the period, no share will be allocated for this criterion.

Pursuant to the criterion relating to operating profit, in order for all the free shares granted to finally vest for the beneficiaries at the end of the vesting period, a level of growth defined by the Board of Directors, 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 grant of these shares to their beneficiaries will become final prior to the expiry of the above-mentioned vesting periods in the event of disability of the beneficiary corresponding to classification in the second or third categories provided for in Article L. 341-4 of the French Social Security Code (“Code de la sécurité sociale”), and such shares will be freely transferable in the event of disability of the beneficiary corresponding to classification in the above-mentioned categories under Article L. 341-4 of the French Social Security Code. Pursuant to Article L. 225-197-3 of the French Commercial Code, in the event of the death of the beneficiary, his/her heirs may request the allocation of the shares within six months from the date of death. These shares are freely transferable.

The Board of Directors will be able to provide for vesting and holding periods which are longer than the minimum periods set above.

The mechanism for the Conditional Grant of Shares to employees complies with the AFEP-MEDEF Code of Corporate Governance and in particular:

  • any conditional grants of shares to the corporate officers will be decided by the Board of Directors after assessment of their performance;
  • final vesting of all or some of the shares will be linked to performance conditions to be met that are set by the Board of Directors;
  • corporate officers will be obliged to keep 50% of the shares that are definitively granted to them at the end of the vesting period in registered form until the termination of their corporate office; and
  • An executive corporate officer may not be granted any shares at the time of their departure.