LOREAL_Registration_Document_2017

6 Stock Market Information Share capital SHAREHOLDER STRUCTURE*

Nestlé S.A. press release of 6.3.5.5. 15 February 2018

Agreement by the parties to act in concert The parties stated that they would continue to act in concert for the remaining term of the memorandum of agreement. The other provisions of the memorandum of agreement still in force that have not been expressly amended by the amendment agreement will remain unchanged. Joint press release issued by the Bettencourt Meyers family and Nestlé on 11 February 2014: “Nestlé and L’Oréal announced today the buyback by L’Oréal of L’Oréal shares sold by Nestlé. Subject to completion of the transaction, Nestlé’s ownership in L’Oréal will decrease from 29.4% to 23.29%, and the Bettencourt Meyers Family’s ownership will increase from 30.6% to 33.31%. The Bettencourt Meyers Family and Nestlé have amended the shareholders’ agreement of 3 February 2004 to take into account the new shareholding structure, once the transaction is completed. The number of Nestlé representatives on the Board of Directors of L’Oréal will be brought down from three to two. The ownership ceiling provisions of the agreement will continue to apply to the new levels of ownership in the same conditions. This amendment will be communicated to the Autorité des Marchés Financiers . The Bettencourt Meyers family and Nestlé will continue to act in concert with respect to L’Oréal for the remaining duration of the shareholders’ agreement.” Collective lock-up agreements within 6.3.5.3. the scope of articles 787 B and 885 I bis of the French Tax Code The members of the Bettencourt Meyers family, consisting of Mrs. Liliane Bettencourt, Mrs. Françoise Bettencourt Meyers, Director, Mr. Jean-Pierre Meyers, Vice-Chairman of the Board of Directors, Mr. Jean-Victor Meyers, Director, Mr. Nicolas Meyers and Téthys SAS, as well as Mr. Jean-Paul Agon, Chairman and Chief Executive Officer, for 100 shares, signed lock-up agreements under the Dutreil law on 16 December 2016. These lock-up agreements were concluded in application of Articles 787 B and 885 I bis of the French Tax Code for a period of two years, tacitly renewable for one-year periods. The L’Oréal shares which are the subject of these agreements represent 33.065% of the capital and of the voting rights at 16 December 2016. These lock-up agreements do not include any preferential rights for sales or acquisitions for the benefit of the signatories and do not constitute a concerted action.

"Our shareholding in L'Oréal continues to be an important investment for us and we remain committed to the company that has given us very good returns over the years. We have full confidence in L'Oréal's management and strategic direction. The shareholders agreement between Nestlé and the Bettencourt family is due to expire on March 21, 2018. In order to maintain all available options for the benefit of Nestlé's shareholders, the Board of Directors has decided not to renew this agreement. We do not intend to increase our stake in L'Oréal and are committed to maintaining our constructive relationship with the Bettencourt family." BUYBACK BY THE COMPANY OF 6.3.6. ITS OWN SHARES Information concerning share 6.3.6.1. buybacks during the 2017 financial year In 2017, the Company bought back 2,846,604 of its own shares, in accordance with the authorisation voted by the Annual General Meeting of 20 April 2016. The table set out below summarises the transactions carried out within this framework, and the use made of the shares bought back:

Date of authorisation of the Annual General Meeting Expiry date of the authorisation Maximum amount of authorised buybacks

13 th resolution of 20 April 2016

20 October 2017

10% of share capital on the date of the buybacks ( i.e. , as an indication, 56,298,334 shares at 31 December 2015) Cancellation Share purchase options Free grants of shares Liquidity and market stabilisation External growth €230

Maximum purchase price per share

Authorised purposes

Board of Directors’ meeting that decided on the buybacks

9 February 2017

Purpose of buybacks

Cancellation

Period of buybacks made

From 13 February 2017 to 15 March 2017

Number of shares purchased Average purchase price per share

2,846,604* €174.99** Cancellation

Use of shares purchased

*

These shares were cancelled on 31 May 2017.

Press release published by 6.3.5.4.

**

Before costs.

Mrs. Françoise Bettencourt Meyers on 21 September 2017

Following the death of Mrs. Liliane Bettencourt on 21 September 2017, Mrs. Françoise Bettencourt Meyers reiterated, on behalf of the Bettencourt Meyers family, her full commitment and loyalty to L'Oréal.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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