LOREAL_Registration_Document_2017

6 Stock Market Information Share capital SHAREHOLDER STRUCTURE*

EMPLOYEE SHARE OWNERSHIP 6.3.3. The employees and former employees of L’Oréal and its affiliates held 7,304,411 shares at 31 December 2017 representing 1.30% (1) of the share capital, of which 0.77% in the Employee Savings Plan (PEE). At that date, this stake in the capital is held by 11,056 employees participating in the Group Employee Savings Plan as defined by Article L. 225-102 of the French Commercial Code. DISCLOSURES TO THE COMPANY 6.3.4. OF LEGAL THRESHOLDS CROSSED DURING THE FINANCIAL YEAR On 26 September 2017, Téthys, a French société par actions simplifiée (joint-stock company), (27-29 rue des Poissonniers, 92200 Neuilly-sur-Seine (France)) declared that it individually crossed below the threshold of 30% of L’Oréal's voting rights and individually held 152,514,292 Company shares, representing the same number of voting rights, namely 27.22% of the capital and voting rights (2) . Mrs. Françoise Bettencourt Meyers declared that she individually crossed above the threshold of 5% of the voting rights of L’Oréal and individually held 33,165,832 L’Oréal shares, representing the same number of voting rights, namely 5.92% of the Company's share capital and voting rights (2) . These thresholds were crossed due to the redistribution of the shareholders' rights in L’Oréal following the death of Mrs. Liliane Bettencourt. Neither the Bettencourt Meyers family nor the concert between it and Nestlé S.A. crossed a threshold on this occasion. SHAREHOLDERS’ AGREEMENTS 6.3.5. RELATING TO SHARES IN THE COMPANY’S SHARE CAPITAL The Company is not aware of any shareholders’ agreements relating to shares in its share capital other than the agreement described below.

Memorandum of agreement signed 6.3.5.1. on 3 February 2004 A memorandum of agreement was signed on 3 February 2004 between Mrs. Liliane Bettencourt and her family, and Nestlé, providing for the merger of Gesparal into L’Oréal (merger completed on 29 April 2004) and it contains the following clauses: Ownership ceiling clause The parties agreed not to increase their shareholdings or their voting rights held in L’Oréal, either directly or indirectly, in any manner whatsoever, for a minimum period of three years as from 29 April 2004, and in any case not until six months have elapsed after the death of Mrs. Bettencourt (3) .

Lock-up clause (clause expired on 29 April 2009)

The parties agreed not to transfer any or all of their L’Oréal shares either directly or indirectly, for a period of five years as from 29 April 2004.

Exceptions to the undertaking to limit the shareholding and the lock-up clause

The undertaking to limit the shareholding does not apply if a) the increase in the shareholding results from a reduction in the number of L’Oréal shares or voting rights, the acquisition by the Company of its own shares, or the suspension or removal of the voting rights of a shareholder. The undertaking to limit the shareholding and the lock-up b) clause will no longer apply in the event of a takeover bid for L’Oréal shares, as from the date of publication of the clearance decision ( avis de recevabilité ) and up until the day after the publication of the notice of results ( avis de résultat ). In the event of an increase in the share capital of L’Oréal, c) the parties may, provided that the other party has voted in favour of the capital increase, acquire shares or subscribe for new shares, in order to maintain their holding at the percentage existing prior to the said transaction. The parties are free to carry out transfers of L’Oréal shares, d) in the case of individuals, in favour of an ascendant, descendant or spouse in the form of a gift, and in the case of individuals or legal entities, in favour of any company in which the individual or legal entity carrying out the transfer holds over 90% of the share capital and voting rights.

Concerns the employees and former employees of L’Oréal. Pursuant to law No. 2015-990 of 6 August 2015, the percentage also includes, in 2017, (1) bonus shares granted in accordance with Article L. 225-197-1 of the French Commercial Code. On the basis of a share capital at 31 August 2017 consisting of 560,233,630 shares representing an equal number of voting rights pursuant to (2)

paragraph 2 of Article 223-11 of the AMF's of the General Regulations. See the amendment entered into on 10 February 2014, section 6.3.5.2. (3)

REGISTRATION DOCUMENT / L'ORÉAL 2017

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