LOREAL_Registration_Document_2017

Annual General Meeting DRAFT RESOLUTIONS AND REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY GENERAL MEETING TO BE HELD ON 17 APRIL 2018

Composition of the Board of Directors after the Annual General Meeting of 17 April 2018 3. If the Annual General Meeting votes in favour of the renewals and appointment proposed to it in 2018, the expiry dates of the terms of office of the 15 Directors of L’Oréal would be as follows:

Board Committees

Expiry date of current term of office

Strategy and Sustainable Development

HR and Remuneration

Appointments and Governance

Independence

Audit

Mr. Jean-Paul Agon

2022

P

Mrs. Françoise Bettencourt Meyers

● ● ●

2021 2021 2020 2022 2019 2022 2022 2022 2020 2020 2022 2020 2021 2020

● ● ●

● ●

Mr. Paul Bulcke

Mr. Jean-Pierre Meyers Mrs. Ana Sofia Amaral*

Employee Director

●

Mrs. Sophie Bellon Mr. Patrice Caine Mr. Axel Dumas Mrs. Belén Garijo

P

P

s

●

s

●

s

●

s

Mrs. Béatrice

●

Guillaume-Grabisch Mr. Bernard Kasriel

●

s

● ●

Mr. Georges Liarokapis** Mr. Jean-Victor Meyers Mrs. Virginie Morgon Mrs. Eileen Naughton

Employee Director

P

s

●

s

Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors. s Committee Chairman/Chairwoman P Committee Member ● The term of Mrs. Ana Sofia Amaral as employee Director ends on 17 April 2018 (following the Annual General Meeting). It is up to Instance Européenne de * Dialogue Social (European Works Council) to renew the term of office of Mrs. Amaral or to appoint a new employee Director for another term of four years. The term of Mr. Georges Liarokapis as employee Director ends on 17 April 2018 (following the Annual General Meeting). It is up to CFE-CGC, the most ** representative union at L’Oréal in France, to renew the term of office of Mr. Liarokapis or to appoint a new employee Director for another term of four years.

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. If the Annual General Meeting votes in favour of the appointments and renewals that are proposed by the Board of Directors, the number of Independent Directors would be 7 out of 13, namely a rate of independence of 54% (the two Directors representing the employees are not taken into account pursuant to the AFEP-MEDEF Code).

Balanced gender representation

3.2.

on the Board of Directors If the Annual General Meeting votes in favour of the appointments and renewals proposed to it, the number of women on the Board of Directors would be 6 out of the 13 Directors appointed by the Annual General Meeting, namely a percentage representation of women of 46% (the two Directors representing the employees are not taken into account pursuant to the French Commercial Code). of shares held The length of the terms of office of the Directors appointed by L’Oréal’s Annual General Meeting is set at four years, or a shorter period in order to provide for staggered renewal of the Directors’ terms of office. The term of office of a Director who is not appointed by the Annual General Meeting is four years. The Directors appointed by the Annual General Meeting 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. The full list of the offices, duties and directorships held by the Directors is set out on pages 49 et seq. of the Registration Document. Length of tenure and minimum number 3.3.

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REGISTRATION DOCUMENT / L'ORÉAL 2017

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