LOREAL_Registration_Document_2017

2 Corporate governance *

REMUNERATION OF THE EXECUTIVE OFFICERS

HISTORY OF THE ACHIEVEMENT OF PERFORMANCE CONDITIONS

Performance share plan dated:

17/04/2012

26/04/2013

17/04/2014

Arithmetical average of performances for financial years

2013-2014-2015

2014-2015-2016

2015-2016-2017

For 50%: growth in like-for-like cosmetics sales as compared to a panel of competitors

+1.1 point *

+1.07 point *

+ 0.73 point*

For 50%: growth in the Group’s operating profit**

+7.02%

+6.59%

+6.43%

Performance shares granted 100% Panel of competitors: Unilever, Procter & Gamble, Estée Lauder, Shiseido, Beiersdorf, Johnson & Johnson, Henkel, LVMH, Kao, Revlon and Elizabeth Arden. * Estimates before Revlon publication. Restatement of Galderma and Innéov in 2014. ** 100% 100%

c)

Benefits additional to remuneration

Consequences on the performance shares in the event of departure The right to the performance shares is lost in the event of departure from the Group due to resignation (other than in the case of termination of corporate office in connection with the exercise of pension rights under applicable retirement regimes) or termination for gross misconduct or gross negligence. In any case, the final vesting of the shares remains subject to achievement of the performance conditions. The choice made by the Board of maintaining, except in the above-mentioned cases, the entitlement to the grants of performance shares to the executive officer in the event of departure prior to expiry of the vesting period is motivated by the following considerations. The performance shares represent a predominant component of the executive officer’s annual remuneration assessed during their year of grant; they are the consideration for the performance of his corporate office subject to the achievement of long-term performances. The maintenance thereof incites the executive officer to take a long term view. The same rules apply to all of the beneficiaries of these plans. b) The Board of Directors can decide to pay attendance fees to the executive officer. In such cases, they would be paid in accordance with the same rules as those applicable to the other Directors. Attendance fees

Benefits in kind • There are no plans to supplement the executive officer’s fixed remuneration by granting benefits in kind. The executive officer benefits from the necessary material resources for performance of his office such as, for example, the provision of a car with a chauffeur. These arrangements, which are strictly limited to professional use, are not benefits in kind. Additional social protection schemes • The executive officer continues to be treated in the same way as a senior manager during the term of his corporate office which allows him to continue to benefit from the additional social protection schemes and, in particular, from the employee benefit and healthcare schemes applicable to the Company’s employees. The amount of the employer’s contributions concerning 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.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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