2021 UNIVERSAL REGISTRATION DOCUMENT

8. Annual general meeting

Remuneration components submitted for a vote Amounts allocated for the 2021 financial year or accounting valuation Amounts paid in 2021 or accounting valuation Description
Performance shares Performance sharesAmounts allocated for the 2021 financial year or accounting valuation

17,000 performance shares valued at €5,768,780 (estimated fair value according to the IFRS applied for the preparation of the consolidated financial statements)

Performance sharesAmounts paid in 2021 or accounting valuation

N/A

Performance sharesDescription

Pursuant to the authorisation of the Extraordinary General Meeting of 30 June 2020 (thirteenth resolution), the Board of Directors decided on 7 October 2021, on the recommendation of the Human Resources and Remuneration Committee, to conditionally grant 17,000 shares (ACAs) to Mr Nicolas Hieronimus. This grant is in accordance with the 2021 remuneration policy defined by the Board of Directors on 11 February 2021 and approved by the Annual General Meeting of 20 April 2021.

The fair value of one ACA in the Plan of 7 October 2021, measured according to the IFRS applied for the preparation of the consolidated financial statements, is €339.34, representing, for the 17,000 ACAs granted in 2021 to Mr Nicolas Hieronimus, a fair value of €5,768,780.

Final vesting of these shares is subject to achievement of performance conditions which will be recorded at the end of a four-year vesting period as from the grant date. Half of the number of fully vested shares will depend on the growth in comparable cosmetics sales compared to the growth of a panel of L’Oréal’s competitors, which consists of Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Johnson & Johnson, Henkel, LVMH, Kao, and Coty; the other half will depend on the growth in L’Oréal Group’s consolidated operating profit. The calculation will be based on the arithmetical average for the three full financial years of the vesting period. The first full year taken into account for assessment of the performance conditions relating to this grant is 2022. Tracking the performance conditions year after year is detailed in section 7.4.3.6. of Chapter 7 of the 2021 Universal Registration Document.

Concerning the sales criterion, in order for all the performance shares granted to be finally vested by 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, no share will be allocated for this criterion.

Concerning the criterion related to operating profit, a level of growth, defined by the Board of Directors, but not made public for confidentiality reasons, must be met or exceeded in order for all the performance shares granted to finally vest for the beneficiaries at the end of the vesting period. 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 shares to Mr Nicolas Hieronimus in 2021 represents 0.003% of the total number of ACAs granted to the 2,408 beneficiaries of this same Plan. In accordance with the authorisation of the Annual General Meeting of 30 June 2020, this grant of shares does not represent more than 0.6% of the share capital, it being understood that the maximum amount granted to executive corporate officers may not represent more than 10% of the total amount of free shares that may be granted. No share subscription or purchase options or other long-term incentives have been granted to Mr Nicolas Hieronimus in 2021.

Remuneration of Directors (formerly known as “attendance fees”) Remuneration of Directors (formerly known as “attendance fees”)Amounts allocated for the 2021 financial year or accounting valuation€0
Remuneration of Directors (formerly known as “attendance fees”)Amounts paid in 2021 or accounting valuation

 

Remuneration of Directors (formerly known as “attendance fees”)Description

Mr Nicolas Hieronimus does not receive any remuneration as Director.

Benefits in addition to remuneration Benefits in addition to remunerationAmounts allocated for the 2021 financial year or accounting valuation

€0

Benefits in addition to remunerationAmounts paid in 2021 or accounting valuation

 

Benefits in addition to remunerationDescription
  • Benefits in kind

Mr Nicolas Hieronimus benefits from the material resources needed for the performance of his office such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, to the exclusion of all private use, are not benefits in kind.

Remuneration components submitted for a vote

 

Amounts allocated for the 2021 financial year or accounting valuation

€7,047

Amounts paid in 2021 or accounting valuation

 

Description
  • Additional social protection schemes: defined contribution pension, employee benefit and healthcare schemes

Mr Nicolas Hieronimus continues to be treated in the same way as a senior manager during the term of his office, which will allow him to continue to benefit 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 pension resulting from the employer’s contributions for the defined contribution pension scheme will be deducted from the pension due in respect of the defined benefit pension in accordance with the provisions of this collective scheme. 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 (gross), and the amount of the employer’s contribution to the defined contribution pension scheme amounted to €4,251 (gross). The continuation of this treatment was approved by the Annual General Meeting on 20 April 2021.