L'Oréal - 2018 Registration Document

6 Stock Market Information Share capital LONG-TERM INCENTIVE PLANS

Share subscription or purchase options granted to employees other than executive 6.4.2.2. officers of L’Oréal or exercised by them during the 2018 financial year Total number of options granted Weighted average price

Options granted, by L’Oréal S.A. to the 10 employees (1) whom the largest number of stock options was granted

No stock options granted in 2018

N/A

Employees other than executive officers of L’Oréal parent company or employees of companies included in the scope of grant of the stock options. (1)

Total number of shares subscribed or purchased

Weighted average price

25.03.09 plan

27.04.10 plan 22.04.11 plan

Options held with regard to L’Oréal parent company exercised by the ten employees (1) who have thus purchased or subscribed for the largest number of options

377,771

€73.26

94,921

192,850

90,000

Employees other than executive officers of L’Oréal parent company or employees of companies included in the scope of grant of the stock options. (1)

PLANS FOR THE CONDITIONAL 6.4.3. GRANTS OF SHARES (ACAS) Authorisation of the Ordinary and 6.4.3.1. Extraordinary Annual General Meeting of 20 April 2016 The Ordinary and Extraordinary General Meeting of 20 April 2016 gave the Board of Directors the authorisation to carry out free grants of existing shares and/or shares to be issued to employees and executive officers of the Company and of its French or foreign affiliates under the conditions of Article L. 225-197-2 of the French Commercial Code. The Ordinary and Extraordinary 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 granted in this manner 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 executive 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 s compared to those of a panel of its biggest direct competitors; partly, growth in L’Oréal’s consolidated operating profit. s The Board of Directors indeed considers that these two criteria, assessed over a long period of three financial years and applied to several plans, are complementary, in line with the

Group’s objectives and suitable to its specificities and should make it possible to promote balanced, continuing growth over the long term. The grant of such shares to their beneficiaries, for all or part of the shares granted, will become final and binding subject to satisfaction of the other conditions set at the time of grant, at the end of a minimum vesting period of four years. The grant of these shares to their beneficiaries will become final and binding 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. 341-1 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 the French Social Security Code. 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 executive officers will s be decided by the Board of Directors after assessment of their performance; the final vesting of all or part of the shares will be linked to s performance conditions to be met that are set by the Board; the executive officers will be obliged to retain 50% of the s shares that are definitively granted to them at the end of the vesting period in registered form until the termination of their duties; an executive officer may not be granted any shares at the s time of his departure.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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