L'Oréal - 2018 Registration Document

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

Length of office and minimum number of shares held The length of the office of the Directors appointed by L’Oréal’s Annual General Meeting is set at four years. The term of office of a Director who is not appointed by the Annual General Meeting is four years. Directors appointed by the Annual General Meeting must each hold a minimum of 1,000 L’Oréal shares. On the date of his/her appointment by the Annual General Meeting, every Director must hold at least 500 shares, with the remainder to be acquired at the latest within the next 24 months. A list of the offices and functions of the Directors at 31 December 2018 (with an indication of the number of L’Oréal shares held for Directors appointed by the Annual General Meeting) begins on pages 57 of the Registration Document. 3.3. Fifth resolution: Renewal of the office of Ms Sophie Bellon as a Director The Annual General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews the office of Ms Sophie Bellon as Director for a period of four years. Her office will expire at the end of the Annual General Meeting to be held in 2023 to review the financial statements for the previous financial year.

If the Annual General Meeting votes in favour of the appointment and renewal that are proposed by the Board of Directors, the number of Independent Directors would be 8 out of 14, namely a rate of independence of 57% (the two Directors representing the employees are not taken into account pursuant to the AFEP-MEDEF Code). Board of Directors If the Annual General Meeting votes in favour of the appointment and renewal proposed to it, the number of women on the Board of Directors would be 7 out of the 14 Directors appointed by the Annual General Meeting, namely a percentage representation of women of 50% (the two Directors representing the employees are not taken into account pursuant to the French Commercial Code). Balanced gender representation on the 3.2. Fourth resolution: Appointment of Ms Fabienne Dulac as a Director The Annual General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Report of the Board of Directors, appoints Ms Fabienne Dulac as a Director for a period of four years. Her office will expire at the end of the Annual General Meeting to be held in 2023 to review the financial statements for the previous financial year.

RESOLUTION 6: APPROVAL OF THE PRINCIPLES AND CRITERIA FOR THE DETERMINATION, ALLOCATION AND DISTRIBUTION OF THE COMPONENTS OF THE TOTAL REMUNERATION AND THE BENEFITS OF ALL KINDS THAT MAY BE GRANTED TO THE EXECUTIVE OFFICERS

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remuneration and the benefits of all kinds that may be granted to the executive officers due to their mandate. These principles and criteria are presented in the Report of the Board of Directors, and are set out in section 2.5.1 of the Registration Document.

EXPLANATORY STATEMENT

Pursuant to Article L. 225-37-2 of the French Commercial Code, the Annual General Meeting is called on to approve the principles and criteria for the determination, allocation and distribution of the components of the total

REGISTRATION DOCUMENT / L'ORÉAL 2018

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