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 11: APPROVAL OF THE FIXED AND VARIABLE COMPONENTS OF THE TOTAL REMUNERATION AND BENEFITS OF ALL KINDS PAID OR ALLOCATED TO MR JEAN-PAUL AGON FOR THE 2017 FINANCIAL YEAR DUE TO HIS TENURE AS CHAIRMAN AND CHIEF EXECUTIVE OFFICER

components of the total remuneration and benefits of all kinds paid or allocated to Mr. Jean-Paul Agon for the 2017 financial year due to his tenure as Chairman and Chief Executive Officer must be approved by the Annual General

Pursuant to Article L. 225-100 of the French Commercial Code, as amended by the law on transparency, the fight against corruption and the modernisation of economic life, known as the Sapin II law, the fixed and variable

Meeting.

SUMMARY TABLE OF THE COMPONENTS OF REMUNERATION PAID OR ALLOCATED FOR THE 2017 FINANCIAL YEAR

Components of remuneration paid or allocated for the 2017 financial year Fixed remuneration Change in 2017/2016

Amounts or accounting valuation put to the vote €2,200,000 0% €2,038,732 92.7% out of a

Description

At its meeting on 9 February 2017, the Board of Directors decided, on the proposal of the Human Resources and Remuneration Committee, to maintain the fixed gross annual remuneration of Mr. Jean-Paul Agon at €2,200,000. The annual variable remuneration is designed to align the remuneration allocated to the Chairman and Chief Executive Officer with the Group’s annual performance and to promote the implementation of its strategy year after year. It is expressed as a percentage of fixed remuneration and this percentage may reach a maximum of 100% of fixed remuneration. CRITERIA FOR ASSESSMENT OF THE PERFORMANCE FOR 2017 FINANCIAL CRITERIA s 60% Growth in comparable sales as compared to the budget s 15% Growth in market share as compared to the main competitors s 15% Growth in operating profit as compared to 2016 s 10% Growth in net earnings per share as compared to 2016 s 10% Growth in cash flow as compared to 2016 s 10% EXTRA-FINANCIAL AND QUALITATIVE CRITERIA s 40% Quantifiable criteria (allocated equally among the following criteria) s 25% CSR ( Sharing Beauty With All programme): Innovating sustainably, Producing sustainably, - Consuming sustainably; Sharing our growth; Human Resources: Gender parity, Development of talented employees, Access to training; - Digital Development. - Individual qualitative performance: s 15% Management, Image, Company reputation, Dialogue with stakeholders. The assessment is carried out on a criterion-by-criterion basis without offsetting among the criteria. A summary of achievements in 2017 is available on pages 98 to 100 of the Registration Document. ASSESSMENT FOR 2017 BY THE BOARD OF DIRECTORS OF 8 FEBRUARY 2018 On the basis of the above-mentioned assessment criteria, the Board of Directors decided, on the proposal of the Human Resources and Remuneration Committee, to award gross variable remuneration of €2,038,732 for 2017, namely 92.7% of the maximum objective, with a level of achievement of the financial and extra-financial and qualitative criteria of 91.1% and 95.0% respectively. For confidentiality reasons, L’Oréal does not disclose the breakdown of the amounts paid by criteria; the elements used for assessment are described on pages 98 and 100 of the Registration Document. Pursuant to Article L. 255-37-2 of the French Commercial Code, the payment of this variable annual remuneration is subject to the approval of this eleventh resolution.

Variable annual remuneration

maximum target of 100% of the fixed remuneration

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REGISTRATION DOCUMENT / L'ORÉAL 2017

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