L'Oréal - 2018 Registration Document

7 Annual General Meeting

DRAFT RESOLUTIONS AND REPORT OF THE BOARD OF DIRECTORS TO BE HELD ON 18 APRIL 2019

She was appointed Deputy Chief Executive Officer of the Orange Group in May 2018. She is also Director of Orange Bank, as of Willa (an incubator dedicated to Female entrepreneurship). Ms Fabienne Dulac will bring to L’Oréal’s Board of Directors her knowledge of the digital industry, consumers and customer relationships, her expertise in Human Resources and her experience of leading an organisation undergoing a major transformation. Ms Dulac will also bring her personal vision drawn from her training and background, as well as her sense of innovation combined with great human qualities. Renewal of the office of Ms Sophie Bellon as a Director As the office of Ms Sophie Bellon as Director is due to expire in 2019, the renewal of her office for an office of four years is submitted to the Annual General Meeting. Ms Sophie Bellon has been a Director of L’Oréal since April 2015. She chairs two committees: the Human Resources and Remuneration Committee, and the Appointments and Governance Committee. She is also a member of the Audit Committee. 2.2

Ms Sophie Bellon, age 57, has been Chairwoman of Sodexo’s Board of Directors since January 2016, after holding various positions within the Group for more than 20 years. Sodexo, a world leader in quality-of-life services, has locations in 72 countries and has 460,000 employees worldwide. Ms Bellon is an independent Director, closely involved in the work of the Committees, who brings to the Board her multidisciplinary knowledge of business, her customer relationship expertise, her grasp of governance issues, her strategic vision and her commitments to social and societal responsibility. Over the four years of her office as Director, Ms Bellon’s attendance has been 100% for the meetings of the Board of Directors and 96% for the three Committees of which she is a member.

3.

Composition of the Board of Directors after the Annual General Meeting of 18 April 2019

If the Annual General Meeting votes in favour of the renewal and appointment proposed to it in 2019, the expiry dates of the offices of the 16 Directors of L’Oréal would be as follows:

Board Committees

Strategy and Sustainable Development

Expiry date of current term of office

HR and Remuneration

Appointments and Governance

Independence

Audit

Mr Jean-Paul Agon

2022 2021 2021 2020 2022 2023 2022 2023 2022 2022 2020 2020 2022 2020 2021

C ● ● ●

Ms Françoise Bettencourt Meyers

● ● ● C

● ●

Mr Paul Bulcke

Mr Jean-Pierre Meyers Ms Ana Sofia Amaral Ms Sophie Bellon Mr Patrice Caine Ms Fabienne Dulac

Employee Director

●

C ●

s

s

s

●

Mr Axel Dumas Ms Belén Garijo

s

●

s

●

Ms Béatrice Guillaume-Grabisch

●

Mr Bernard Kasriel

s

● ● C

Mr Georges Liarokapis Mr Jean-Victor Meyers Ms Virginie Morgon Ms Eileen Naughton

Employee Director

s

●

2020

s

Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors s Committee Chairman/Chairwoman C Committee Member ●

Independence of the Directors 3.1. The Appointments and Governance Committee proposes to the Board of Directors every year to review on a case-by-case basis the situation of each of the Directors with regard to their independence according to the criteria set out in the AFEP-MEDEF Code. The review of the independence of these Directors was carried out by the Board of Directors on the basis, in

particular, of a study of the relationships existing between the Company and the companies in which the Directors hold offices. Moreover, the Board of Directors considered that a term of office of over 12 years was not sufficient in itself for Mr Kasriel to automatically lose the status of independent Director.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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