L'Oreal : 2022 Universal Registration Document

2022 UNIVERSAL REGISTRATION DOCUMENT

Including the Annual Financial Report, the Integrated Report

and the Non-Financial Information Statement

Sommaire

1	Presentation of the Group -	5
Integrated Report *
1.1	The L'Oréal Group: the fundamentals	6
1.2	L'Oréal, a value-creating model NFPS	14

1.3 2022 Financial Results and Corporate Social

	Responsibility commitments	36
1.4	A tailored, agile and responsive organisation	50
1.5	Internal Control and risk management system	51
2	Corporate governance *	53

2.1 Framework for the implementation
of corporate governance principles	54

2.2 Composition of the Board at 31 December

2022

57

2.3 Organisation and modus operandi of the

Board of Directors

72

2.4 Remuneration of directors and corporate

officers

91

2.5 Summary table of the recommendations of the AFEP-MEDEF Code which have not been

applied

114

2.6 Summary statement of trading by directors and corporate officers in L'Oréal shares

in 2022

115

2.7 Statutory Auditors' Special Report on regulated

	agreements	115
3	Risk factors and risk management *	117
3.1	Definition and objectives of Internal Control	118

3.2 Components of the Internal Control

and Risk Management system

119

3.3 Preparing and processing accounting and

	financial information	124
3.4	Vigilance Plan	126
3.5	Risk factors and risk management	141

	Social, environmental and societal	151
4 responsibility *	NFPS
4.1	Introduction		152
4.2	Main non-financial risks	160
4.3	Policies, performance indicators and results	162
4.4	L'Oréal for the Future: 2022 results	231
4.5	Methodological notes	232

4.6 Cross-reference tables, including NFIS

and GHG balance	239
4.7 Statutory Auditor's Reports	244

5	2022 Consolidated Financial	253
Statements *
5.1	Compared Consolidated Income Statements	254

5.2 Consolidated Statement of Comprehensive

	Income	255
5.3	Compared Consolidated Balance Sheets	256
5.4	Consolidated Statements of Changes in Equity	257

5.5 Compared Consolidated Statements of Cash

Flows

259

5.6 Notes to the Consolidated Financial

Statements

260

5.7 Main consolidated companies at

31 December 2022

310

5.8 Statutory Auditor's Report on the Consolidated

Financial Statements

313

	Parent company financial	317
6 statements *
6.1	Compared income statements	318
6.2	Compared balance sheets	319
6.3	Changes in shareholders' equity	320
6.4	Statements of cash flows	321

6.5 Notes to the financial statements of L'Oréal

S.A.322

6.6 Other information relating to the financial

statements of L'Oréal S.A.	337
6.7 Five-year financial summary	338

6.8 Equity investments (main changes including

shareholding threshold changes)

339

6.9 Statutory Auditor's Report on the financial

	statements	340
	Share capital and stock market	345
7 information
7.1	Information relating to the Company	346
7.2	Information concerning the share capital *	348
7.3	Shareholder structure *	350
7.4	Long-term incentive plans *	353
7.5	The L'Oréal share/the share market	358
7.6	Information and shareholder dialogue policy	363
8	Annual General Meeting	365

8.1 Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Friday 21 April

	2023	366
8.2	Statutory Auditor's Report	385
9	Appendices	387
9.1	Statutory Auditors *	388

9.2 Historical financial information

included by reference

388

9.3 Declaration by the person responsible for the Universal Registration Document

and the Annual Financial Report *

388

9.4 Cross-reference table with the Universal

Registration Document	389
9.5 Annual Financial Report cross-reference table	391

9.6 Cross-reference table with the AMF tables

	on the remuneration of directors and
	corporate officers	391
9.7	Management Report cross-reference table	392
9.8	Glossary	394

Detailed chapter contents can be found at the beginning of each chapter.

• This information forms an integral part of the Annual Financial Report as provided in the article L. 451-1-2 of the French Monetary and Financial Code.

Universal

Registration

Document

2022

INCLUDING THE ANNUAL FINANCIAL REPORT

THE INTEGRATED REPORT AND THE NON-FINANCIAL INFORMATION STATEMENT

The Universal Registration Document has been filed on March 16, 2023 with the French Financial Markets Authority (AMF), as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to article 9 of said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

This Universal Registration Document, including the Annual Financial Report, is a reproduction of the official version which has been prepared in ESEF format and is available on the issuer's website www.loreal-finance.com.

This document, available on www.loreal-finance.com, is a free translation of the original 2022 Universal Registration Document issued in French Language and is provided solely for information purposes. In case of discrepancy between the French and English versions, the French language version of the Universal Registration Document shall prevail.

" More than ever, L'Oréal

is driven by tremendous energy"

JEAN-PAUL AGON

Chairman of the Board of Directors of L'Oréal

In a turbulent environment, L'Oréal showed outstanding agility and overcame a series

of challenges thanks to the assets that make it strong.

The first of these assets is our people: the L'Oréalians. They are the secret to our company's success.

Their determination to go that extra mile and their spirit of solidarity were, once again, exemplary. They have my utmost admiration.

Nicolas Hieronimus' inspiring leadership was

of course crucial in guiding teams and unlocking the impressive growth momentum in our sales, market shares and results. He and the Executive Committee succeeded in swiftly rising to challenges while seizing every opportunity in an ever-changing market. The complementarity of our roles as Chairman and CEO is crucial in pursuing L'Oréal's ambitious and harmonious development.

I know our people are utterly committed to fighting

for a more sustainable planet and a more caring world. As Chairman, I will always ensure L'Oréal continues

to embody and inspire change with perseverance, ambition and sincerity.

Dual financial and social excellence will always be at the heart of our business model.

On behalf of the Board of Directors, I would like to thank and congratulate our CEO, the members of the Executive Committee and all our employees around the world for their remarkable achievements.

L'Oréal's highly demanding governance is also

one of its fundamental assets. With their wide-ranging expertise and fruitful exchanges, our directors foster

a long-term vision and set a clear course for the Group. This year, the Board focused on strategies in Research

• Innovation, Beauty Tech and Green Sciences, as well as our corporate social and environmental responsibility.

Another key asset is the loyalty of our shareholders, with whom the Group has a very close relationship. In this respect, 2022 was a year to remember in terms of The many awards received by L'Oréal for the quality of its financial communications.

Finally, our founding principles never waver. They give us the stability to weather any storm. Underpinned by entrepreneurial spirit, boldness, imagination and ethics, L'Oréal is full of resources, thrives on its diversity and is concerned about the world we live in.

All of these assets fill me with immense confidence inthe future.

We are perfectly prepared to create the best of beauty. Our market is solid, our value creation model is balanced and virtuous. Our governance is robust and vigilant. Our teams are talented and determined. Our brands are strong and inclusive. Innovation is

in our DNA and greatly augmented by our Beauty Tech and digital edge.

More than ever, L'Oréal is driven by tremendous energy.

• L'ORÉAL - UNIVERSAL REGISTRATION DOCUMENT 2022

• L'Oréal has emerged stronger from
  2022, we are fit for the future"

NICOLAS HIERONIMUS

Chief Executive Officer of L'Oréal

2022 was another year of remarkable, balanced and responsible performance. Reinforcing its position as the world's leading beauty company, L'Oréal grew

1.8 times faster than the market, with +10.9% like- for-like growth and +18.5% reported, outperforming the market across all Divisions, all geographic Zones and all categories for the second year in a row.

The L'Oréal engine fired on all cylinders

and the Group delivered another strong operating margin improvement. In line with our dual ambition of economic and corporate performance, L'Oréal has continued to deliver strong environmental

and social performance. Our teams around the world are at the heart of this tremendous collective success.

Over the past three years, in a context

of unprecedented poly-crisis, we have continued to transform ourselves and make our business model more virtuous. Leveraging our Research & Innovation capacity and strong brands, as well as our digital leadership, we have widened the gap with the market: we have emerged stronger from 2022 and are confident in our ability to achieve another year

of growth in sales and profits in 2023.

Looking forward, we already see the dawn of a new era, multipolar and fragmented, augmented by Tech and Artificial Intelligence, with the highest expectations in terms of sustainability, purpose and cultural diversity. L'Oréal is uniquely positioned to win in this new world and evolve from «beauty for all» to «beauty

for each», by leveraging its strengths: an unrivalled portfolio of desirable brands; our innovation leadership to champion Beauty Tech and stimulate consumers' appetite for beauty with cutting-edge products

and services; our industrial agility and our multipolar model - strategically centralised and operationally decentralised, with a strong entrepreneurial spirit.

We are confident that the beauty market will grow yet further and that we will outperform, thanks to our unique culture.

L'Oréal is ready for a new era!

Watch the full interview with the CEO by scanning this QR code or on lorealrapportannuel2022.com

L'ORÉAL - UNIVERSAL REGISTRATION DOCUMENT 2022

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