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

notes that this delegation cancels any prior delegation 6) with the same purpose.

completion of the increase(s) in capital carried out pursuant to this delegation of authority and amend the Articles of Association accordingly;

RESOLUTION 10: DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL VIA THE CAPITALISATION OF SHARE PREMIUMS, RESERVES, PROFITS OR OTHER AMOUNTS

In the event of a free grant of shares, the allotment rights representing fractional shares are neither tradable nor transferable. The corresponding shares will be sold and the amounts resulting from the sale will be allocated to the holders of such rights. This delegation of authority would be valid for a period of 26 months from the date of the 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 Annual 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 via the capitalisation of share premiums, reserves, profits or other amounts. The maximum nominal amount of the capital increases that may be carried out for this purpose is equal to the total amount of the sums capitalised and will be charged against the amount of the total ceiling provided for in the ninth resolution of this General Meeting.

Tenth resolution: Delegation of authority to the Board of Directors to increase the share capital via the capitalisation of share premiums, reserves, profits or other amounts

Article L. 225-130 of the French Commercial Code, the rights representing fractional shares will, where applicable, not be tradable or transferable, and that the corresponding shares will be sold; the amounts resulting from the sale will be allocated to the rights holders under the conditions and within the time periods provided for by the applicable regulations; 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 Annual 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 below 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 completion of the increase(s) in capital carried out pursuant to this delegation of authority and amend the Articles of Association accordingly; notes that this delegation of authority cancels any prior 6) delegation with the same purpose.

The Annual General Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary 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. 225-130 of the French Commercial Code: delegates to the Board of Directors, with the possibility to 1) delegate further, its authority to increase the share capital on one or more occasions via the capitalisation of share premiums, reserves, profits or other amounts that may be capitalised in the form of the allotment of free shares or an increase in the par value of the existing shares or by the joint use of both these processes. 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 maximum nominal amount of the capital 2) increases that may be carried out for this purpose will be equal to the total amount of the sums that may be capitalised and will be charged against the amount of the total ceiling provided for in the ninth resolution of this General Meeting. 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; resolves that, if the Board of Directors uses this delegation 3) of authority, in accordance with the provisions of

REGISTRATION DOCUMENT / L'ORÉAL 2018

372