2020 Universal Registration Document Annual Financial Report – Integrated Report 2020 UNIVERSAL REGISTRATION DOCUMENT DOCUMENT REGISTRATION UNIVERSAL 2020 Annual Financial Report Financial Annual Integrated Report Integrated CONTENTS PRESENTATION OF THE GROUP 5 PARENT COMPANY FINANCIAL 317 INTEGRATED REPORT* STATEMENTS* 1.1. The L’Oréal Group: the fundamentals 6 6.1. Compared income statements 318 1 1.2. Business model: economic and corporate 12 6 6.2. Compared balance sheets 319 excellence to create lasting value for all 6.3. Changes in shareholders' equity 320 1.3. 2020 Financial Results and Corporate Social 33 6.4. Statements of cash flows 321 Responsability commitments 6.5. Notes to the financial statements of L'Oréal 322 1.4. An organisation serving the Group’s 47 SA development 6.6. Other information relating to the financial 339 1.5. Internal Control and risk management 48 statements of L’Oréal S.A. system 6.7. Five-year financial summary 341 6.8. Investments (main changes including 342 CORPORATE GOVERNANCE* 49 shareholding threshold changes) 6.9. Statutory Auditors’ report on the financial 343 2.1. Framework for the implementation 50 statements of corporate governance principles 2 2.2. Composition of the Board of Directors 53 2.3. Organisation and modus operandi 69 STOCK MARKET INFORMATION 349 of the Board of Directors SHARE CAPITAL* 2.4. Remuneration of Directors and Corporate 88 7.1. Information relating to the Company 350 Officers 7.2. Information concerning the share capital* 352 2.5. Summary table of the recommendations 113 7 7.3. Shareholder structure* 355 of the AFEP–MEDEF Code which have not been applied 7.4. Long-term incentive plans* 358 2.6. Summary statement of trading by Directors and 114 7.5. The L'Oréal share/L'Oréal share market 363 Corporate Officers in L’Oréal shares in 2020 7.6. Information policy 368 2.7. Statutory Auditors’ special report on 114 related-party agreements ANNUAL GENERAL MEETING 371 8.1. Draft resolutions and report of the Board 372 RISK FACTORS AND CONTROL 117 of Directors to the Ordinary and ENVIRONMENT* Extraordinary General Meeting to be held 8 on Tuesday 20 April 2021 3.1. Definition and objectives of Internal Control 118 8.2. Statutory Auditors’ Reports 393 3 3.2. Components of the Internal Control 119 and Risk Management system 3.3. Systems relating to the preparation 124 APPENDICES 395 and processing of financial and accounting information 9.1. Statutory Auditors 396 3.4. Vigilance Plan 127 9.2. Historical financial information included 396 3.5. Risk factors and risk management 140 9 by reference 9.3. Person responsible for the Universal 396 Registration Document L’ORÉAL’S SOCIAL, ENVIRONMENTAL 151 and the Annual Financial Report AND SOCIETAL RESPONSIBILITY* 9.4. Declaration by the person responsible 397 for the Universal Registration Document 4.1. Introduction 152 and the Annual Financial Report 4.2. Main non-financial risks 157 9.5. Cross-reference table with the Universal 398 4 4.3. Policies, performance indicators and results 159 Registration Document 4.4. Sharing Beauty With All: 2020 results 230 9.6. Annual Financial Report cross-reference 400 4.5. Methodological notes 232 table 4.6. Cross-reference tables 236 9.7. Cross-reference table with the AMF tables 400 4.7. Statutory auditor's reports 243 on the remuneration of Directors and Corporate Officers 9.8. Management Report cross-reference table 401 2020 CONSOLIDATED 249 FINANCIAL STATEMENTS* 5.1. Compared consolidated income 251 statements 5.2. Consolidated statement of comprehensive 252 income 5 5.3. Compared consolidated balance sheets 253 5.4. Consolidated statements of changes 254 in equity 5.5. Compared consolidated statements 256 of cash flows 5.6. Notes to the consolidated 257 financial statements Detailed chapter contents can be found at the beginning of each chapter. 5.7. Consolidated companies 308 at 31 December 2020 * This information forms an integral part of the Annual 5.8. Statutory Auditors’ report on 312 Financial Report as provided in the article L. 451-1-2 of the the consolidated financial statements French Monetary and Financial Code. 2020 UNIVERSAL REGISTRATION DOCUMENT Including the Annual Financial Report - Integrated Report Corporate and Social Responsaibility This Universal Registration Document has been filed on March 16, 2021 with the Autorité des Marchés Financiers (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. Prospects Jean-Paul Agon, Chairman and CEO of L’Oréal(1), and Nicolas Hieronimus, who will succeed him as Chief Executive Officer(2), look back at the highlights of 2020 and discuss the Group’s prospects for the future. 2020 was a year like no other. L’Oréal was able to navigate this year in the best possible condition and has even grown stronger. The pandemic that disrupted the world led to an unprecedented crisis of supply. No one could have ever imagined that, “2020 was a year like one day, we would see seven million salons and nearly all perfumeries shut at the same time. As a result, the Beauty market decreased for no other. L’Oréal was able (3) the first time in history, by around -8% ! to navigate this year Throughout the year, the health and safety of our employees was our absolute priority. We also immediately mobilised alongside our in the best possible partners to help them cope with the crisis, and we provided support to caregivers around the world. On the business front, L’Oréal’s condition and has even performance in 2020 was the result of the exceptional commitment grown stronger” and the unfailing fighting spirit of our teams. I would like to recognize their enduring dedication which enabled the Group to continue to provide the beauty and care products that people need more Jean-Paul Agon than ever in times of crisis. We got back to sales growth in Q3, and Chairman and Chief Executive accelerated in Q4. The Group made historic market-share gains. Officer of L’Oréal (1) Three of our four Divisions significantly reinforced their positions and we outperformed in most regions worldwide. Despite this exceptional year, we were able to preserve our operating margin at the same record level as 2019, and net earnings per share decreased by only -5.7%. Considering these solid results, we decided to propose a dividend of four euros at the next Shareholder Meeting, an increase of +3.9% compared to last year. We also posted exemplary extra-financial results. The Group achieved almost all the ambitious goals of its first sustainability programme, Sharing Beauty With All(4). Independent experts have recognised our efforts, with L’Oréal topping key ESG rankings. In such a challenging context, L’Oréal starts 2021 stronger than ever. The crisis has accelerated the transformations we have carried out over the last few years, which have equipped us to weather the challenges of 2020 and remain a step ahead. We solidified trust with our partners, Lastly, we took a bold step forward in Sustainability and Responsibility retailers and suppliers. Our market-share gains are a tremendous with our new L’Oréal for the Future programme, which aims to address advantage, as many new consumers are likely to stay loyal to our the planet’s most pressing challenges. Launched in the spring, it is one brands in the future. Our leadership in China, the second-largest beauty of the most ambitious programmes in the world and will lead the way market in the world, has further increased this year. Our digital prowess to an inclusive and sustainable tomorrow. gives us a cutting edge, as we make beauty even more personalised As I prepare to pass the baton to Nicolas Hieronimus, I am absolutely and connected. Our leadership in e-commerce is more powerful than thrilled and totally serene: because we have a unique business ever, with online sales reaching more than a quarter of our total sales. model that has proven both its ability to win market share and create We are strengthening our positions in skincare, the biggest and the value in usual times, as well its capacity to resist exceptionally well in fastest-growing category in the beauty market. Our Research & times of crisis, as we saw last year; because we have anticipated all Innovation is sharper than ever and focused on the most promising fundamental shifts to win in the 21st century; and because I have total fields of science and technology. Our organisation has become more confidence in L’Oréal’s teams. The next chapter starts with Nicolas, agile and our extraordinary adaptability enables us to respond to major who is the best person to chart the course that will steer our company shifts and market volatility at lightning speed. Our results are more to new successes and stay true to our strategy and values while also virtuous than ever because we have optimised costs and rebalanced reinventing the Group and adapting it to the major challenges that our investments. lie ahead. 2 L'ORÉAL — UNIVERSAL REGISTRATION DOCUMENT 2020 Prospects “I aim to make L’Oréal a company of the future— a global leader with strong values” Nicolas Hieronimus Deputy CEO in charge of Divisions(2) The third word is Ambition. Ambition for L’Oréal for the next decade.