2021 UNIVERSAL REGISTRATION DOCUMENT

7. Stock market information share capital

7.4.3.5. Shares finally vested under the 17 April 2018 ACAs plan

The Board of Directors, at its meeting on 9 February 2022 found that 100% of the performance conditions were achieved during the three years taken into consideration by the 17 April 2018 ACAs plan, namely 2019, 2020 and 2021. Accordingly, the beneficiaries who fulfil the conditions under the plan of 17 April 2022 and, in particular, that relating to the condition of presence in the Company, will receive 100% of the shares that were granted to them.

For information purposes, 30,000 shares were granted to the corporate officer, under the Plan of 17 April 2018. After application of the performance conditions, Mr Jean–Paul Agon will finally receive 30,000 shares.

TABLE MONITORING THE PERFORMANCE CONDITIONS OF THE ACAS PLAN OF 17 APRIL 2018
ACAs plan of 17 April 2018 2019 2020 2021 Arithmetic average of performances for 2019,2020 and 2021
50% growth in like-for-like sales compared to a panel of competitors* +  2.8 points (+8.0%/+5.2%) + 4.0 points (-4.1%/-8.1%) + 6.9 points (+16.1%/+9.2%) + 4.6 points
50% growth in the Group’s operating profit

+12.71%

(4,922.0/5,547.5)

- 6.10%

(5,547.5/5,209.0)

+18.30%

(5,209.0/6,160.3)

+ 8.30 %

*The Panel of competitors: Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Johnson & Johnson, Henkel, LVMH, Kao and Coty.

7.4.3.6. Tables monitoring performance conditions for the ACAs plans that are currently in progress
ACAs plan of 18 April 2019 2020 2021 2022
50% growth in like-for-like sales compared to a panel of competitors*

50% growth in like-for-like sales compared to a panel of competitors

*
2020

4.0 points

(-4.1%/-8.1%)

50% growth in like-for-like sales compared to a panel of competitors

*
2021

+ 6.9 points

(+16.1%/+9.2%)

50% growth in like-for-like sales compared to a panel of competitors

*
2022

pending

50% growth in the Group’s operating profit

50% growth in the Group’s operating profit

2020- 6.10%

(5,547.5/5,209.0)

50% growth in the Group’s operating profit

2021+ 18.30%

(5,209.0/6,160.3)

50% growth in the Group’s operating profit

2022

pending

ACAs plan of 14 October 2020 2021 2022 2023
50% growth in like-for-like sales compared to a panel of competitors*

50% growth in like-for-like sales compared to a panel of competitors

*
2021+ 6.9 points

(+16.1%/+9.2%)

50% growth in like-for-like sales compared to a panel of competitors

*
2022

pending

50% growth in like-for-like sales compared to a panel of competitors

*
2023

pending

50% growth in the Group’s operating profit

50% growth in the Group’s operating profit

2021+ 18.30%

(5,209.0/6,160.3)

50% growth in the Group’s operating profit

2022

pending

50% growth in the Group’s operating profit

2023

pending

ACAs plan of 07 October 2021 2022 2023 2024
50% growth in like-for-like sales compared to a panel of competitors*

50% growth in like-for-like sales compared to a panel of competitors

*
2022

pending

50% growth in like-for-like sales compared to a panel of competitors

*
2023

pending

50% growth in like-for-like sales compared to a panel of competitors

*
2024

pending

50% growth in the Group’s operating profit

50% growth in the Group’s operating profit

2022

pending

50% growth in the Group’s operating profit

2023

pending

50% growth in the Group’s operating profit

2024

pending

* The panel consists of the following companies: Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Johnson & Johnson, Henkel, LVMH, Kao and Coty.

7.4.4. Renewal of the Conditional Grant of Shares (ACAs) authorisation submitted to the Ordinary and Extraordinary General Meeting of 21 April 2022

The authorisation given to the Board of Directors by the Annual General Meeting on 30 June 2020 to carry out free grants of shares to Group employees and certain executive corporate officers is set to expire in 2022. A new authorisation will be submitted to the Annual General Meeting on 21 April 2022.

The Board of Directors, at its meeting of 9 February 2022 and on the recommendation of the Human Resources and Remuneration Committee, decided to introduce new criteria to assess the extra-financial performance in addition to the financial performance within the long-term incentive plans, in order to align them with L’Oréal’s strategy in which economic and social performance go hand-in-hand.

These performance conditions will take into account:

  • in part, criteria for financial performance based on:
    • growth in L’Oréal’s comparable cosmetics sales versus those of a panel of its major direct competitors; and
    • growth in L’Oréal’s consolidated operating profit;
  • in part, criteria for extra-financial performance based on:
    • fulfilment of environmental and social responsibility commitments made by the Group as part of the L’Oréal for the Future programme (% of sites that are “carbon neutral”; % of formula ingredients that are biobased, traceable and come from sustainable sources; % of plastic 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 management bodies (strategic positions such as on the Executive Committee, hereinafter the “Management Bodies”).

See Resolution 19 presented in chapter 8 of this document.