LOREAL_Registration_Document_2017

Corporate governance * COMPOSITION OF THE BOARD OF DIRECTORS

Gender equity on the Board of 2.2.4.3. Directors At 31 December 2017, out of a total of 13 Directors (excluding the two Directors representing the employees), six members of L’Oréal’s Board of Directors are women, a proportion of 46%. In addition, two committees out of four are chaired by a woman: The Audit Committee and the Appointments and Governance Committee.

With this in mind, the criteria which guide the Board in determining whether a member can qualify as independent are the following criteria specified by the AFEP-MEDEF Code: the member must not be an employee or executive officer s of the Company, employee or an executive officer or Director of a company that is consolidated by the Company, an employee, executive officer or Director of its parent company or of a company consolidated by that parent company and must not have held any of these positions during the previous five years; the member must not be an executive officer of a company s in which the Company directly or indirectly holds the office of Director or in which an employee designated as such or an executive officer of the Company (either currently or having performed such duties within the last five years) holds an office as Director; the member must not be a customer, supplier, investment s banker or financial banker which is important for the Company or its Group, or for which the Company or its Group represents a significant proportion of business; the member must not have any close family links with a s corporate officer; the member must not have been the Company’s statutory s auditor over the five previous years; the member must not have been a Director of the s Company for more than twelve years.

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Independent Directors 2.2.4.4. All the Directors of L’Oréal have freedom of judgment

The balance of powers on the Board is ensured through a very precise definition and sharing of the tasks to be carried out by everyone. All the Directors receive information on an ongoing basis and have suitable means for the performance of their duties. They all have a duty of acting with due care and attention and participate, in total independence, in the decisions and work of the Board and, where applicable, its committees. They are all required to comply with the rules in force with regard to conflicts of interest. The Directors who qualify as independent in light of the criteria defined by the AFEP-MEDEF Code A member of the Board is considered as independent when he/she does not maintain any relationship of any kind with the Company, its Group or its management which could interfere with his/her freedom of judgement.

At its meeting on 6 December 2017, the Board of Directors examined, on a case-by-case basis, the situation of each of the members concerned in light of the independence criteria provided for in the AFEP-MEDEF Code.

Not an employee or executive officer

No cross- directorships

No business relationships

No family links

Not a statutory auditory

Not a Director for more than 12 years

Classification adopted

Mrs Sophie Bellon

Yes Yes Yes Yes Yes Yes Yes

Yes Yes Yes Yes Yes Yes Yes

Yes

Yes Yes Yes Yes Yes Yes Yes

Yes Yes Yes Yes Yes Yes Yes

Yes Independent Yes Independent No (2) Independent Yes Independent No (2) Independent Yes Independent Yes Independent

Mr Charles-Henri Filippi Mr Xavier Fontanet Mrs Belén Garijo Mr Bernard Kasriel Mrs Virginie Morgon Mrs Eileen Naughton

Yes (1)

Yes Yes Yes Yes

Yes (1)

(1) Based on the work carried out by the Appointments and Governance Committee, the Board of Directors analysed on 6 December 2017, as it does every year, the financial flows that took place during the financial year between L’Oréal and

companies in which the Directors who qualify as independent also hold an office or perform duties. Particular attention was paid to the situations of Mr Charles-Henri Filippi and Mrs Eileen Naughton.

The Board noted that the relations between L’Oréal and Citigroup France, of which Mr Charles-Henri Filippi is the Chairman, were not significant given the amount. Furthermore, the possibility for L’Oréal to use a panel of banks, in a competitive context, rules out all relationship of dependence. Furthermore, Mr Charles-Henri Filippi is aware that he is obliged to notify the L’Oréal Board of Directors of any situation that may constitute a conflict of interest, or potential conflict of interest, and that he must refrain from participating in the corresponding deliberations and decisions. Furthermore, at Citigroup, he will not take part in the work that could concern L’Oréal. The business relations with Citigroup France are not therefore liable to affect Mr Charles-Henri Filippi’s independence. Since then, the Board of Directors' meeting of 8 February 2018 recorded the resignation of Mr Charles-Henri Filippi following his appointment as Partner and Managing Director of Lazard in March 2018, given the nature of the business relations between Lazard and L’Oréal. Mr Filippi was appointed a Director in 2007 and his term of office ended on 8 February 2018.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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