16 March 2022 : Resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022 (PDF 598.17 KB)

8 .ANNUAL GENERAL MEETING

Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

8.1. Draft resolutions and Report of the Board of Directors

to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

Agenda

Ordinary part

1. Approval of the 2021 parent company financial statements
2. Approval of the 2021 consolidated financial statements
3. Allocation of the Company's net profit for 2021 and setting of the dividend
4. Renewal of the term of office of Mr Jean-Paul Agon as Director
5. Renewal of the term of office of Mr Patrice Caine as Director
6. Renewal of the term of office of Ms Belén Garijo as Director
7. Renewal of the appointment of Deloitte & Associés as Statutory Auditor
8. Appointment of Ernst & Young as Statutory Auditor

9. Approval of the information on the remuneration of each of the corporate officers required by Article L. 22-10-9, I of the French Commercial Code

1. Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Jean- Paul Agon, in his capacity as Chairman and Chief Executive Officer (from 1 January 2021 to 30 April 2021)
2. Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Jean-Paul Agon, in his capacity as Chairman of the Board of Directors (from 1 May 2021 to 31 December 2021)
3. Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Nicolas Hieronimus, in his capacity as Chief Executive Officer (from 1 May 2021 to 31 December 2021)
4. Approval of the remuneration policy for Directors
5. Approval of the remuneration policy for the Chairman of the Board of Directors
6. Approval of the remuneration policy for the Chief Executive Officer
7. Approval of the repurchase agreement for L'Oréal's acquisition from Nestlé of 22,260,000 L'Oréal shares, representing 4% of the capital, as part of the procedure for related-party agreements
8. Authorisation for the Company to buy back its own shares

Extraordinary part

1. Authorisation given to the Board of Directors to reduce the share capital by cancelling the shares acquired by the Company under article L. 22-10-62 of the French Commercial Code
2. Authorisation granted to the Board of Directors to carry out free grants of existing shares and/or shares to be issued with cancellation of shareholders' preferential subscription right to employees and executive officers
3. Delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees with cancellation of the shareholders' preferential subscription rights
4. Delegation of authority granted to the Board of Directors for the purpose of carrying out a capital increase reserved for categories of beneficiaries consisting of employees of foreign subsidiaries, with cancellation of preferential subscription rights, within the framework of an employee share ownership plan
5. Amendment of Article 9 of the Company's Articles of Association in order to change the age limit for holding the office of Chairman of the Board of Directors
6. Amendment of Article 11 of the Company's Articles of Association in order to specify the age limit for holding the position of Chief Executive Officer
7. Amendment of Articles 2 and 7 of the Company's Articles of Association in the context of legislative or regulatory changes (Order no. 2000-1223 of 14 December 2000 and Law no. 2019-486 of 22 May 2019)
8. Amendment of Article 8 of the Company's Articles of Association in order to remove the requirement for Directors to own five shares in the Company
9. Powers for formalities

402 L'ORÉAL I UNIVERSAL REGISTRATION DOCUMENT 2021

ANNUAL GENERAL MEETING

Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

8.1.1. Ordinary part

Resolutions 1, 2 and 3: Approval of the annual (parent company and consolidated) financial statements for 2021, allocating the company's net income and setting the dividend

Explanatory statement

Having reviewed the Reports of the Board of Directors and the Statutory Auditors, the Annual General Meeting is called on to approve:

• the parent company financial statements for 2021, with an income statement showing net income of €3,860,498,991.57 compared with €4,158,826,992.71 for 2020; and
• the 2021 consolidated financial statements.

The details of these financial statements are set out in the 2021 Annual Financial Report and the main data included in the package containing the convening notice to the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting:

• an ordinary dividend of €4.80 per share, representing an increase of 20% over the dividend for the previous year.
  The rate of distribution of the ordinary dividend (ordinary dividend paid/net income diluted per share excluding non-recurring items, attributable to owners of the Company) would be 54.4% in 2021. Over the last five financial years, this rate was:

Year	2016	2017	2018	2019	2020
Rate of
distribution	51.1%	53.4%	54.4%	49.7%	54.8%

• a preferential dividend per share of €5.28, corresponding to a 10% increase over the ordinary dividend.

The preferential dividend will be granted to the shares held in registered form since 31 December 2019 at the latest, and which have continuously remained in registered form until the dividend payment date in 2022. The number of shares eligible for this preferential dividend may not exceed, for the same shareholder, 0.5% of the share capital at the closing date of the previous financial year.

If the Annual General Meeting approves this proposal, the ex-dividend date for the dividends (both ordinary and preferential) will be 27 April 2022 at midnight, Paris time, and they will be paid on 29 April 2022.

The amount of the ordinary dividend and the preferential dividend is eligible for the tax deduction provided for in Article 158, 3.2° of the French General Tax Code, which is applicable in the event that an individual beneficiary opts to tax his or her income from movable assets on the progressive scale of income tax.

First resolution: approval of the 2021 parent company financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the Report of the Board of Directors and the 2021 parent company financial statements, as presented, and the transactions reported in these financial statements and summarised in these Reports, showing net income of €3,860,498,991.57, versus €4,158,826,992.71 for 2020.

Second resolution: approval

of the 2021 consolidated financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the 2021 consolidated financial statements and the transactions included in these financial statements and summarised in these Reports.

Third resolution: allocation of the Company's net income for 2021 and setting of the dividend

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, on the proposal of the Board of Directors, decides to allocate the net income for the 2021 financial year, 8 amounting to €3,860,498,991.57 as follows:

No allocation to the legal reserve which already represents over one-tenth of the share capital	_
Amount allocated to shareholders as dividend* (including preferential dividend)	€2,596,707,105.60
Balance that will be allocated to the "Other reserves" item	€1,263,791,885.97

• Including a primary dividend equal to 5% of the amounts paid up on shares, i.e. the total amount of the share capital.

This amount is calculated on the basis of the number of shares forming the capital at 10 February 2022 and will be adjusted to reflect:

• the number of shares issued between 10 February 2022 and the date of payment of this dividend following the full

vesting of new free shares granted and giving rights to said dividend; and

• the final number of shares eligible for the preferential dividend, taking into account sales or transfers to a bearer account between 10 February 2022 and the date of payment of the dividend.

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8 .ANNUAL GENERAL MEETING

Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

The Annual General Meeting therefore sets the ordinary dividend at €4.80 per share and the preferential dividend at €5.28 per share. The preferential dividend will be granted to the shares held in registered form since 31 December 2019 at the latest, and which have continuously remained in registered form until the dividend payment date, it being specified that the number of shares giving entitlement to such a preferential dividend cannot exceed 0.5% of share capital for any one shareholder. The ex-dividend date for the dividends (both ordinary and preferential) will be 27 April 2022 at midnight (Paris time) and they will be paid on 29 April 2022.

In the event that, at the time of payment of the dividend, the Company holds treasury shares, the distributable profit corresponding to the unpaid dividend due to the holding of such shares would be allocated to the "Other reserves" item.

For individuals domiciled in France, the dividend is subject to income tax at a flat rate but may be taxed, at the shareholder's option, at a progressive rate. In such a case, the dividend is eligible for the tax deduction provided for in Article 158, 3.2° of the French General Tax Code.

The table below shows the amount of the dividends distributed that were fully eligible for the tax deduction provided for in Article 158, 3.2° of the French General Tax Code, for the last three financial years:

	2018	2019	2020
Ordinary dividend per share	€3.85	€3.85	€4
Preferential dividend per share	€0.38	€0.38	€0.40

Resolutions 4, 5 and 6: Offices of Directors

Explanatory statement

1. Composition of L'Oréal's Board of Directors at 31 December 2021

The Directors of L'Oréal come from different backgrounds. They complement one another due to their different professional experience, skills and nationalities. They have good knowledge of the Company. The Directors are present, active and closely involved. These are all assets that contribute to the quality of the Board of Directors' deliberations in the context of the decisions it is called on to make.

The Directors are attentive and vigilant and carry out their duties with complete freedom of judgement. This freedom of judgement enables them in particular to participate, in complete independence, in the decisions or work of the Board of Directors and its Committees.

Jean-Paul Agon, 65, joined the L'Oréal Group in 1978. Following an international career as General Manager of the Consumer Products Division in Greece and of L'Oréal Paris in France, International Managing Director of Biotherm, General Manager of L'Oréal Germany, General Manager of the Asia Zone, Chairman and Chief Executive Officer of L'Oréal USA, Jean-Paul Agon was appointed as Deputy Chief Executive Officer of L'Oréal in 2005, and then Chief Executive Officer in April 2006, and finally Chairman and Chief Executive Officer in 2011. Since 1 May 2021, Jean-Paul Agon has been the Chairman of the Board of Directors without assuming the functions of Chief Executive Officer. A Director of L'Oréal since 2006, he is also the Chairman of the Strategy and Sustainability Committee. Jean-Paul Agon is also the Chairman of the L'Oréal Corporate Foundation and Director of Air Liquide.

Nicolas Hieronimus, 57, joined the L'Oréal Group in 1987. Nicolas Hieronimus was appointed Marketing Director for Laboratoires Garnier in 1993. After an international career as Director of the Garnier Maybelline Division in the United Kingdom, General Manager in France, then International General Manager of L'Oréal Paris and General Manager of L'Oréal Mexico, Nicolas Hieronimus was appointed as the General Manager of the L'Oréal Professional Products Division and joined the Executive Committee in 2008. In 2011, he was appointed President of L'Oréal Luxe, a role that he held until the end of 2018. In 2013, Nicolas Hieronimus became the General Manager of Selective Divisions (Luxury, Active Cosmetics, Professional Products). He was appointed Deputy CEO in charge of Divisions in May 2017. Nicolas Hieronimus was appointed Chief Executive Officer of L'Oréal on 1 May 2021. He has been a Director of L'Oréal since April 2021.

Françoise Bettencourt Meyers, 68, daughter of Liliane Bettencourt and granddaughter of the founder of L'Oréal, Eugène Schueller, has been the Chairwoman of the family‑owned holding company Téthys since 31 January 2012, and is the Chairwoman of the Supervisory Board of the investment subsidiary Téthys Invest, Chairwoman of the Bettencourt Schueller Foundation, and Honorary President of the Pour l'Audition Foundation. Françoise Bettencourt Meyers has been a Director of L'Oréal since 1997. Vice-Chairwoman of the Board of Directors since 2020, Françoise Bettencourt Meyers is also a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee and the Human Resources and Remuneration Committee.

Paul Bulcke, 67, of Belgian and Swiss nationality, after pursuing an international career at the highest level within the Nestlé group, holding various positions in Europe and Latin America, was in 2004 appointed Executive Vice President and Zone Director for zone Americas of Nestlé S.A., before becoming Chief Executive Officer of Nestlé S.A. from 2008 to 2016. Paul Bulcke has served as the Chairman of the Board of Directors of Nestlé since 2017. Paul Bulcke was a Director of L'Oréal from 2012 to June 2014 and then again since 2017. Paul Bulcke is the Vice‑Chairman of the Board of Directors, and is a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee. He is also a Director of Roche Holding Ltd (Switzerland).

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Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

Ana Sofia Amaral, 56, of Portuguese nationality, is the Scientific and Technical Affairs Director for L'Oréal Portugal. Ana Sofia Amaral was appointed in 2014 by L'Oréal's Instance Européenne de Dialogue Social (European Works Council) as a Director representing the employees; her tenure was renewed for a period of four years in 2018. She is a member of the Human Resources and Remuneration Committee.

Sophie Bellon, 60, is Chairwoman of the Board of Directors and Chief Executive Officer of Sodexo. After a career in finance in the United States, she joined Sodexo in 1994, where she held various positions, including Chief Executive Officer of the Corporate Services business unit of Sodexo France and as Research, Development and Innovation strategy Manager of Sodexo. Sophie Bellon has been a Director of L'Oréal since 2015. She is the Chairwoman of the Nominations and Governance Committee and of the Human Resources and Remuneration Committee, and a member of the Audit Committee.

Patrice Caine, 51, has been Chairman and Chief Executive Officer of the Thales group since December 2014, after holding management positions in various operating units (Aviation and Naval, Communication, Navigation and Identification, Air Systems, Radio-Communication Products, Network and Infrastructure Systems, and Protection Systems) from 2002 to 2013. Patrice Caine has been a Director of L'Oréal since 2018 and is a member of the Strategy and Sustainability Committee and the Nominations and Governance Committee.

Fabienne Dulac, 54, is Chairwoman and Chief Executive Officer of Orange France and Deputy Chief Executive Officer of the Orange group, which she joined in 1997. She has held various positions in marketing, business development, communication and digital. She joined the Executive Committee of the Orange group in 2015 as Chief Executive Officer of Orange France. She is also a Director of Willa (an incubator dedicated to female entrepreneurship). Fabienne Dulac has been a Director of L'Oréal since 2019 and is a member of the Audit Committee and the Human Resources and Remuneration Committee.

Belén Garijo, 61, of Spanish nationality, has served as Chairwoman of the Management Board and Chief Executive Officer of the Merck group since 1 May 2021. Belén Garijo previously served as Chairwoman and Chief Executive Officer of Merck Healthcare, an entity encompassing all the pharmaceutical activities of the Merck group. Belén Garijo has been a Director of L'Oréal since 2014 and is a member of the Human Resources and Remuneration Committee. She is also a Director of BBVA (Spain).

Béatrice Guillaume-Grabisch, 57, has been Executive Vice President and Global Head of Human Resources & Business Services of the Nestlé group, which she joined in 2013. She was formerly Chief Executive Officer of Nestlé Germany after a career in various consumer goods groups (Colgate-Palmolive,

Beiersdorf, Johnson & Johnson, L'Oréal, Coca-Cola). Béatrice Guillaume-Grabisch has been a Director of L'Oréal since 2016 and is a member of the Audit Committee.

Ilham Kadri, 53, of French and Moroccan nationality, has served as Chairwoman of the Executive Committee and CEO of Solvay, which she joined in March 2019. She was CEO and Chairwoman of the American company Diversey since 2013. Ilham Kadri has international experience acquired in leading industrial companies (Shell, UCB, Dow, Sealed Air, etc.) where she performed roles in research & development, sales, marketing, strategy, business management and digital technology. She is also a Director of A.O. Smith Corporation. Ilham Kadri has been a Director of L'Oréal since June 2020.

Georges Liarokapis, 59, of French and Greek nationality, is Coordinator of Corporate Sustainable Responsibility for L'Oréal Europe. Georges Liarokapis was appointed by the CFE-CGC union as a Director representing the employees in 2014, his term of office was then renewed for a period of four years in 2018. He is a member of the Audit Committee.

Jean-Victor Meyers, 35, has been a member of the Supervisory Board of the family holding company Téthys since January 2011 and is a member of the Supervisory Board of the investment subsidiary Téthys Invest. Jean-Victor Meyers has been a Director of L'Oréal since 2012 and is a member of the Strategy and Sustainability Committee.

Nicolas Meyers, 33, has been a member of the Supervisory Board of the family holding company Téthys since 2011 and a member of the Supervisory Board of the investment subsidiary Téthys Invest since 2016. He has also been a Director of the Bettencourt Schueller Foundation since 2012. Nicolas Meyers has been a Director of L'Oréal since 2020 and Member of the Audit Committee.

Virginie Morgon, 52, is Chairwoman of the Management Board of Eurazeo, which she joined in 2008 after working for sixteen years at Lazard, as well as Chairwoman of Eurazeo North America Inc. (USA). She is also Co-Chair of the Paris Committee of the Human Rights Watch and Chairwoman of the Board of Directors of the Eurazeo endowment fund. Virginie Morgon has been a Director of L'Oréal since 2013 and is the Chairwoman of the Audit Committee.

Alexandre Ricard, 49, has served as Chairman and Chief Executive Officer of Pernod Ricard since February 2015. He joined Pernod Ricard in 2003 after seven years as a strategy consultant at Accenture and as an M&A consultant at Morgan Stanley. In 2004, he was appointed Director of Finance and Administration of Irish Distillers, and then appointed Chief Executive Officer of Pernod Ricard Asia Duty Free in 2006. In 2008, Alexandre Ricard was appointed Chairman and Chief Executive Officer of Irish Distillers and joined the Executive Committee of Pernod Ricard. In 2011, he joined the General Management of Pernod Ricard as

Deputy Chief Executive Officer in charge of the distribution 8 network. Alexandre Ricard has been a Director of L'Oréal

since April 2021.

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8 .ANNUAL GENERAL MEETING

Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

2. Resolutions submitted for approval to the Annual General Meeting

of 21 April 2022

The renewal of the term of office of three Directors is subject to the vote of the Annual General Meeting: Mr Jean-Paul Agon, Mr Patrice Caine and Ms Belén Garijo.

Renewal of the term of office of Mr Jean-Paul Agon as Director

As the term of office of Mr Jean-Paul Agon as Director expires in 2022, the renewal of his term for four years is submitted to the Annual General Meeting.

Mr Jean-Paul Agon joined the Group in 1978 and has been a Director since 2006. He was Chairman and Chief Executive Officer of L'Oréal from 2011 until the end of April 2021. The Board of Directors appointed Mr Jean-Paul Agon as Chairman of the Board of Directors as from 1 May 2021.

Mr Jean-Paul Agon is also Chairman of the L'Oréal Foundation.

The Board of Directors will be able to count on his commitment, experience and skills, as well as his expertise in matters of governance, to meet the growing expectations of stakeholders.

Mr Jean-Paul Agon has been committed to the success and reputation of the Company for over 43 years. His in-depth knowledge of the Company, its environment and the beauty market represent a major asset for the Board of Directors in their discussions and decisions relating to the definition of L'Oréal's strategy and the monitoring of its implementation.

Mr Jean-Paul Agon is also deeply committed to the values of L'Oréal and the embedding of its culture.

Over the four years of his tenure as Director, Mr Jean-Paul Agon's attendance rate at meetings of the Board of Directors has been 100%; at the Strategy and Sustainability Committee, which he chairs, it has also been 100%.

Renewal of the term of office of Mr Patrice Caine as Director

As the term of office of Mr Patrice Caine as Director is set to expire, the renewal of his term of office for four years is submitted to the Annual General Meeting.

Mr Patrice Caine has been Chairman and Chief Executive Officer of the Thales group since 2014.

Mr Patrice Caine is an independent Director who is deeply involved in the work of the Committees and discussions of the Board of Directors. Of particular note was his active participation in the succession planning for General Management in 2020 and 2021, as a member of the Nominations and Governance Committee.

The Board of Directors benefits from Mr Caine's expertise in the area of governance, his experience as an executive in a leading international company, his strategic vision, his industrial expertise, as well as his in-depth knowledge of new technologies and cyber security.

Over the four years of his directorship, his attendance rate was 90% for meetings of the Board of Directors (100% over the last three years) and 92% for meetings of the Nominations and Governance Committee (100% over the last three years). Mr Caine joined the Strategy and Sustainability Committee in June 2020. Since that date, he has participated in all meetings except one in 2020 (100% attendance in 2021).

Renewal of the term of office of Ms Belén Garijo as Director

As the term of office of Ms Belén Garijo as Director is set to expire, the renewal of her term of office for four years is submitted to the Annual General Meeting.

Ms Belén Garijo, of Spanish nationality, has been Chairwoman of the Management Board and Chief Executive Officer of Merck, the German science and technology group, since 1 May 2021. She previously served as Chief Executive Officer of Merck Healthcare, an entity pooling all the pharmaceuticals activities held by the Merck group.

Belén Garijo assumes her term of office as independent director with great commitment and great freedom of judgement. The Board of Directors benefits from her experience as a Director of a large international group. Her scientific skills and expertise in research and innovation acquired during a career in the pharmaceutical industry represent valuable assets for the Board of Directors.

Over the four years of her term of office as Director, her attendance rate has been 97% for meetings of the Board of Directors and 86% for meetings of the Human Resources and Remuneration Committee.

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