LOREAL_Registration_Document_2017

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

Fourth resolution: Appointment of Mr. Axel Dumas as a Director 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, appoints Mr. Axel Dumas as a Director for a period of four years. His tenure will expire at the end of the Annual General Meeting to be held in 2022 to review the financial statements for the previous financial year. Fifth resolution: Appointment of Mr. Patrice Caine as a Director 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, appoints Mr. Patrice Caine as a Director for a period of four years. His tenure will expire at the end of the Annual General Meeting to be held in 2022 to review the financial statements for the previous financial year.

Sixth resolution: Renewal of the tenure of Mr. Jean-Paul Agon as a Director

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, renews the tenure of Mr. Jean-Paul Agon as Director for a period of four years. His tenure will expire at the end of the Annual General Meeting to be held in 2022 to review the financial statements for the previous financial year. Seventh resolution: Renewal of the tenure of Mrs. Belén Garijo as a Director 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, renews the tenure of Mrs. Belén Garijo as Director for a period of four years. Her tenure will expire at the end of the Annual General Meeting to be held in 2022 to review the financial statements for the previous financial year. On the recommendation of the Human Resources and Remuneration Committee, the Board proposes to the Annual General Meeting that the maximum annual amount of the attendance fees be increased to €1,600,000. The authorisation would replace that granted by the Annual General Meeting in 2014. The principles for the distribution of these fees are described on paragraph 2.4 of the Registration Document and provide for a predominant variable portion based on attendance.

RESOLUTION 8: SETTING THE AMOUNT OF THE ANNUAL ATTENDANCE FEES ALLOCATED TO MEMBERS OF THE BOARD OF DIRECTORS

With the goal of maintaining the attractiveness of serving on the Board, particularly taking into consideration the inter-continental travel involved, and to compensate the Directors for participating in additional Board meetings, it is proposed that the maximum annual amount of the attendance fees, which has not changed since 2014 and is currently €1,450,000, be reviewed.

Eighth resolution: Setting the amount of the annual attendance fees allocated to the members of the Board of Directors It is proposed to the Annual General Meeting that the Board of Directors receive a maximum annual amount of €1,600,000 as attendance fees, until the Annual General Meeting decides otherwise, with the Board of Directors being tasked with setting the distribution and payment schedule for the attendance fees.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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