L'Oréal - 2018 Registration Document

2 Corporate Governance

REMUNERATION OF THE EXECUTIVE OFFICERS

Summary table of Mr Jean-Paul Agon’s remuneration Chairman 2.5.4.6. and Chief Executive Officer 2018

2017

Amounts due

Amounts paid

Amounts due 2,200,000 2,038,732

Amounts paid

In Euros

Fixed remuneration

2,200,000 2,045,998

2,200,000 2,038,732

2,200,000 1,992,100

Annual variable remuneration (1)

Exceptional remuneration

- - -

- - -

- - -

- - -

Directors’ fees Benefits in kind

TOTAL 4,192,100 The variable remuneration due for year N is paid in N +1. The variable remuneration for 2018 will be paid subject to approval of Resolution N°7 by the Annual General (1) Meeting on 18 April 2019. 4,245,998 4,238,732 4,238,732

SUMMARY TABLE OF REMUNERATION AND PERFORMANCE SHARES AWARDED TO MR JEAN-PAUL AGON, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

2018

2017

In Euros

Remuneration due in respect of the financial year

4,245,998

4,238,732

Value of the performance shares granted during the financial year

5,285,100 (1)

5,340,800 (2)

TOTAL 9,579,532 Corresponding to 30,000 performance shares x €176.17 (estimated fair value on 17 April 2018 according to the IFRS applied for the preparation of the consolidated (1) financial statements). 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 (2) financial statements). 9,531,098

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 2018 (SEE ALSO CHAPTER 6)

Number of options granted

Number of options not yet exercised

1 st possible date of exercise

Subscription price (euros)

Grant date

Date of expiry

25.03.2009 (1) 27.04.2010 22.04.2011

-

-

-

-

-

400,000

200,000 200,000

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 2018 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 27 April 2010

200,000

€80.03

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. applicable, the payment of any immediate or deferred taxes, social contributions 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 The “balance of the shares resulting from the exercise of the number of shares, the number of shares will be rounded down stock options” should be understood to mean the total to the nearest whole number of shares.

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

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

REGISTRATION DOCUMENT / L'ORÉAL 2018

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