LOREAL_Registration_Document_2017

2 Corporate governance *

REMUNERATION OF THE EXECUTIVE OFFICERS

Summary table of Mr Jean-Paul Agon's remuneration 2.5.4.6. Chairman and Chief Executive Officer

2017

2016

Amounts due

Amounts paid

Amounts due 2,200,000 1,992,100

Amounts paid

€

Fixed remuneration

2,200,000 2,038,732

2,200,000 1,992,100

2,200,000 1,782,000

Annual variable remuneration (1)

Exceptional remuneration

- - -

- - -

- - -

- - -

Directors’ fees Benefits in kind

TOTAL 3,982,000 The variable remuneration due for year N is paid in N+1. With respect to variable remuneration for 2017, it will be paid subject to the approval of resolution 11 by the Annual (1) General meeting of 17 April 2018. 4,238,732 4,192,100 4,192,100

SUMMARY TABLE OF REMUNERATION AND PERFORMANCE SHARES AWARDED TO MR JEAN-PAUL AGON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER € 2017 2016 Remuneration due in respect of the financial year 4,238,732 4,192,100 Value of the performance shares granted during the financial year 5,340,800 (1) 4,938,240 (2) TOTAL 9,579,532 9,130,340 Corresponding to 32,000 performance shares x €166.90 (estimated fair value on 20 April 2017 according to the IFRS applied for the preparation of the consolidated (1) financial statements). Corresponding to 32,000 performance shares x €154.32 (estimated fair value on 20 April 2016 according to the IFRS applied for the preparation of the consolidated (2) financial statements).

HISTORY OF THE STOCK OPTIONS GRANTED TO MR JEAN-PAUL AGON SINCE HIS APPOINTMENT AS AN EXECUTIVE OFFICER THAT CAN STILL BE EXERCISED AT 31 DECEMBER 2017 (SEE ALSO CHAPTER 6)

Number of options granted

Number of options not yet exercised

1st possible date of exercise

Subscription price (euros)

Grant date

Date of expiry

25.03.2009 (1) 27.04.2010 22.04.2011

-

-

-

-

-

400,000

400,000 200,000

28.04.2015 23.04.2016

27.04.2020 22.04.2021

80.03

200,000 (2) 83.19 As Mr Jean-Paul Agon informed the Board of Directors that he did not wish to be granted any share subscription options with respect to 2009, he did not receive any grant (1) under the plan dated 25 March 2009. The Board of Directors’ meeting of 22 April 2011 allocated 400,000 share subscription options to Mr Jean-Paul Agon who waived 200,000 of the options. He therefore (2) benefits from 200,000 stock options under the plan decided by the Board of Directors on 22 April 2011.

TABLE SHOWING THE STOCK OPTIONS TO PURCHASE OR SUBSCRIBE FOR SHARES EXERCISED BY MR JEAN-PAUL AGON DURING THE 2017 FINANCIAL YEAR

Stock options for the purchase or subscription of shares exercised

Grant date

Exercise price

Stock options granted during performance of the corporate office 30 November 2007

350,000

91.66

Mr Jean-Paul Agon, as executive officer, must retain a number of shares corresponding to 50% of the “balance of the shares resulting from the exercise of the stock options”, in registered form, until the termination of his duties as Chairman and Chief Executive Officer of L’Oréal.

social levies and costs relating to the exercise of these stock options as applicable at the date of exercise of the options. If the number of shares thus determined which must be retained until the termination of Mr Jean-Paul Agon’s duties as Chairman and Chief Executive Officer is not a whole number of shares, the number of shares will be rounded down to the

The “balance of the shares resulting from the exercise of the nearest whole number of shares. stock options” should be understood to mean the total number of shares resulting from the exercise of stock options minus the number of shares that have to be sold to finance the exercise of the stock options in question and, where applicable, the payment of any immediate or deferred taxes,

Mr Agon has undertaken not to enter into any risk hedging transactions.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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