L'Oréal - 2018 Registration Document

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

The Board of Directors will have the possibility of allocating and Board of Directors, with the possibility for it to delegate, for the reassigning to any of these objectives all the treasury shares implementation of this resolution and more generally do currently held by the Company. Full powers are granted to the anything that may be necessary.

EXTRAORDINARY PART 7.1.2.

RESOLUTION 9: DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL THROUGH THE ISSUE OF ORDINARY SHARES WITH MAINTENANCE OF THE SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS

20 August 2020, and the tenth, eleventh, twelfth and thirteenth resolutions submitted to the vote of this Annual General Meeting. As an indicative maximum, this corresponds to an increase of 40% of the share capital. No overallocation option is provided for. This delegation of authority would be valid for a period of 26 months from the date of this Annual General Meeting, it being specified that, in the event of the filing of a public offer by a third party for the Company’s shares, the Board of Directors may not use this authorisation during the public offer period without the prior authorisation of the General Meeting.

EXPLANATORY STATEMENT

It is proposed that the Annual General Meeting delegate to the Board of Directors its authority to increase the share capital through the issue of ordinary shares with maintenance of the shareholders’ preferential subscription rights. The total amount of capital increases carried out could not bring the share capital, which as at 31 December 2018 amounted to €112,079,330.40, to an amount over €156,911,062.56. This ceiling will also include any increases made pursuant to the fifteenth resolution approved at the 2018 Annual General Meeting, which remains in effect until The Annual General Meeting, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Report of the Board of Directors and in accordance with Articles L. 225-129 et seq . of the French Commercial Code, and in particular Article L. 225-129-2 of the French Commercial Code: delegates to the Board of Directors its authority to increase 1) the share capital on one or more occasions through the issue of ordinary shares of the Company. The delegation of authority thus granted to the Board of Directors is valid for a period of 26 months from the date of this Annual General Meeting; resolves that the total amount of capital increases that 2) may be carried out under this authorisation could not bring the share capital, which as at 31 December 2018 amounted to €112,079,330.40, to an amount over €156,911,062.56. The capital increases that may be carried out pursuant to the fifteenth resolution approved by the 2018 Annual General Meeting, which remains in effect until 20 August 2020, and the tenth, eleventh, twelfth and thirteenth resolutions submitted to the vote of this General Meeting will also be charged against this ceiling, it being specified that this total nominal amount does not take into account adjustments that may be made in accordance with the applicable provisions of the laws and regulations, and where applicable, the contractual provisions providing for other cases of adjustment, to preserve the rights of holders of free shares or stock options for the subscription and purchase of shares. As an indicative maximum, this corresponds to an increase of 40% of the share capital.

Ninth resolution: Delegation of authority to the Board of Directors to increase the share capital through the issue of ordinary shares with maintenance of the shareholders’ preferential subscription rights

resolves that, in the event that the Board of Directors uses 3) this delegation of authority, the shareholders will have a preferential subscription right to the shares issued pursuant to this resolution, in proportion to the number of their shares. If subscriptions made by shareholders by exercise of their irreducible subscription rights and, where applicable, by exercise of their reducible subscription rights they hold do not cover the full number of shares issued, the Board of Directors may offer to the public some or all of the shares not subscribed on the French or foreign market, or limit the increase in capital to the amount of the subscriptions on the condition that it reaches at least three-quarters of the intended increase in capital; resolves that the transactions involving an increase in the 4) share capital may be carried out any time, in compliance with the regulations in force on the date of the transactions in question. However, in the event of the filing of a public offer by a third party for the Company’s shares, the Board of Directors may not use this delegation of authority during the public offer period without the prior authorisation of the General Meeting; resolves that the Board of Directors will have full powers, 5) with the possibility to delegate further under the conditions set by law, to implement this delegation of authority within the limits and under the conditions set out above in order to set the terms and conditions of the increases in capital and, in particular, in general, to carry out all actions and formalities, take all decisions and enter into all agreements that are useful or necessary to successfully carry out the share issues made pursuant to this delegation of authority and to record the final

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REGISTRATION DOCUMENT / L'ORÉAL 2018

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