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

RESOLUTION 9: APPROVAL OF THE APPLICATION OF THE DEFINED BENEFIT PENSION PLAN PROVISIONS OF THE EMPLOYMENT CONTRACT OF MR. AGON FOR THE DURATION OF THE RENEWED CORPORATE OFFICE

Pursuant to Article L. 225-42-1 of the French Commercial Code, the Board of Directors, on the basis of the proposal made by the Human Resources and Remuneration Committee, has decided to take into account the same performance as that retained to determine the annual variable remuneration of the executive officer. The increase for a financial year will depend on the achievement of at least 80% of the performance targets taken into account to determine the annual variable remuneration of Mr. Jean-Paul Agon. In the event that the 80% threshold is not met, no increase will be granted for the financial year. Pursuant to Article L. 225-42-1 of the French Commercial Code, the Board of Directors will verify, on an annual basis, compliance with the conditions that it set and will determine, for that year, before the Ordinary General Meeting called to approve the financial statements of the last financial year, the increase in the conditional entitlements for the Chairman and Chief Executive Officer corresponding to commitments for the defined benefit pension scheme for the duration of the renewed corporate office. The Board of Directors submits to this Annual General Meeting, for its approval, the application of the provisions of the suspended employment contract to calculate the entitlement of Mr. Jean-Paul Agon to the defined pension benefit scheme, for the duration of the renewed corporate office. In so doing, the Board of Directors has decided to continue with the policy it has always implemented at the Company, whereby employees who have more than 15 years' seniority when they are appointed as company Directors within the Group are not deprived of the benefits that they would have continued to receive if they had remained employees. This is the case with Mr. Jean-Paul Agon, who is being appointed an executive officer after 27 years with L’Oréal.

Pursuant to Article L. 225-22-1 of the French Commercial Code as amended by the law of 6 August 2015 on economic growth, activity and equal opportunities, the provisions of the suspended employment contract representing defined benefit pension scheme commitments for the period of service in the corporate office are subject to the scheme provided for by Article L. 225-42-1 of the French Commercial Code. These legal provisions are applicable for the first time at the time of renewal of the tenure of Mr. Jean-Paul Agon, the Chairman and Chief Executive Officer, which the Board of Directors will decide on following the Annual General Meeting of 17 April 2018. The Board of Directors, at its meeting of 8 February 2018, approved the implementation of the provisions of Mr. Jean-Paul Argon's employment contract for the duration of the renewed corporate office, as approved by the Annual General Meeting of 27 April 2010, corresponding to defined benefit pension scheme commitments, as described on paragraph 2.5.2.4 of the Registration Document. The Board of Directors has subordinated the increase in conditional rights for the period to the achievement of the performance conditions, assessed in light of the Company's performance. It should be noted that, pursuant to the provisions of the employment contract suspension agreement corresponding to defined benefit pension commitments for the period of service of the new tenure, the Chairman and Chief Executive Officer will benefit from: the revaluation of the calculation basis of his pension s based on the revaluation coefficient for salaries and pension contributions published by the Caisse Nationale d’Assurance Vieillesse (French State pension system); and the inclusion of his seniority corresponding to the s number of years of service in the renewed corporate office, until such time as Mr. Jean-Paul Agon will reach the 40-year seniority ceiling provided for by the scheme, i.e. , 1 September 2018. He will not be granted any other additional annuities.

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REGISTRATION DOCUMENT / L'ORÉAL 2017

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