31 March 2021: Draft resolutions and agenda, including the table on allocation of the 2020 net income and the report of the board of directors to the ordinary and extraordinary General Meeting (PDF 269.71 KB)

4. DRAFT RESOLUTIONS

AND REPORT OF THE BOARD OF DIRECTORS

AGENDA

Ordinary part

1. Approval of the 2020 parent company financial statements
2. Approval of the 2020 consolidated financial statements
3. Allocation of the Company's net profit for 2020 and setting of the dividend
4. Appointment of Mr Nicolas Hieronimus as a Director
5. Appointment of Mr Alexandre Ricard as a Director
6. Renewal of the term of office of Ms Françoise Bettencourt Meyers as Director
7. Renewal of the term of office of Mr Paul Bulcke as Director

8. Renewal of the term of office of Ms Virginie Morgon as Director

1. Approval of the information on the remuneration of each of the corporate officers required by Article L. 22-10-9, I of the French Commercial Code
2. Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during the 2020 financial year or allocated for that year to the Chairman and Chief Executive Officer, Mr Jean-Paul Agon
3. Approval of the remuneration policy for Directors
4. Approval of the remuneration policy for the Chairman

and Chief Executive Officer (Mr Jean-Paul Agon from 1 January to 30 April 2021)

1. Approval of the remuneration policy for the Chief Executive Officer (Mr Nicolas Hieronimus as from
2. 1. May 2021)
3. Approval of the remuneration policy for the Chairman of the Board of Directors (Mr Jean-Paul Agon as from
4. 1. May 2021)
5. Approval of the agreement on the status of Mr Nicolas Hieronimus whose employment contract will be suspended as from his appointment as Chief Executive Officer
6. Authorisation for the Company to buy back its own shares

Extraordinary part

1. Delegation of authority to the Board of Directors to increase the share capital through the issuance of ordinary shares, with maintenance of shareholders' preferential subscription rights
2. Delegation of authority to the Board of Directors to increase the share capital through the capitalisation of premiums, reserves, profits or other amounts
3. Delegation of authority to the Board of Directors to increase the share capital in order to remunerate the contributions in kind of equity securities or securities giving access to the share capital of third party companies granted to the Company
4. Delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees with cancellation of shareholders' preferential subscription rights
5. Delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for categories of beneficiaries consisting of employees of foreign subsidiaries, with cancellation of preferential subscription rights, within the framework of an employee share ownership plan
6. Amendment to Article 9 of the Articles of Association to provide for written consultation of the Directors under the conditions defined by the regulations
7. Powers for formalities

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Draft resolutions and report of the Board of Directors

Ordinary part

RESOLUTIONS 1, 2, 3: APPROVAL OF THE ANNUAL (PARENT COMPANY AND CONSOLIDATED) FINANCIAL STATEMENTS FOR 2020, ALLOCATING THE COMPANY'S NET INCOME AND SETTING THE DIVIDEND

EXPLANATORY STATEMENT

Having reviewed the Reports of the Board of Directors and the Statutory Auditors, the Annual General Meeting is called on to approve:

• the parent company financial statements for 2020, with an income statement showing net income of €4,158,826,992.71 in 2020, compared with €4,105,828,765.28 for 2019; and
• the 2020 consolidated financial statements.
  The details of these financial statements are set out in the 2020 Annual Financial Report and the main data included in the package containing the notice convening the Annual General Meeting.

The Board of Directors proposes to the Annual General Meeting:

• an ordinary dividend of €4 per share, representing an increase of +3.9% over the dividend for the previous year.
  The rate of distribution of the ordinary dividend (ordinary dividend paid/net income diluted per share excluding non-recurring items, attributable to owners of the Company) would be 54,8% in 2020. Over the last five financial years, this rate was:

Year	2015	2016	2017	2018	2019
Rate of distribution	50.2%	51.1%	53.4%	54.4%	49.7%

• a preferential dividend per share of €4.40, corresponding to a 10% increase over the ordinary dividend. This amount is rounded down to the nearest euro cent, pursuant to Article 15 of the Company's Articles of Association.
  The preferential dividend will be granted to the shares held in registered form since 31 December 2018 at the latest, and which continuously remain in registered form until the dividend payment date in 2021. The number of shares eligible for this preferential dividend may not exceed, for the same shareholder, 0.5% of the share capital at the closing date of the previous financial year.

If the Annual General Meeting approves this proposal, the ex-dividend date for the dividends (both ordinary and preferential) will be 27 April 2021 at zero hour, Paris time, and they will be paid on 29 April 2021.

The amount of the ordinary dividend and the preferential dividend is eligible for the tax deduction provided for in Article 158.3 2° of the French General Tax Code, which

is applicable in the event that an individual beneficiary 4 opts to tax his or her income from movable assets on the progressive scale of income tax.

First resolution: approval of the 2020 parent company financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the Report of the Board of Directors and the 2020 parent company financial statements, as presented, and the transactions reported in these financial statements and summarised in these Reports, showing net income of €4,158,826,992.71 versus €4,105,828,765.28 for 2019.

Second resolution: approval

of the 2020 consolidated financial statements

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Reports of the Board of Directors and the Statutory Auditors, approves the 2020 consolidated financial statements and the transactions included in these financial statements and summarised in these Reports.

Third resolution: allocation of the Company's net income for 2020 and setting of the dividend

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, on the proposal of the Board of Directors, decides to allocate the net income for the 2020 financial year, amounting to €4,158,826,992.71 as follows:

No allocation to the legal reserve which already represents over one-tenth of the share capital	_
Amount allocated to the shareholders as dividend* (including preferential dividend)	€2,261,674,177.20
Balance that will be allocated to the "Other reserves" item	€1,897,152,815.51

• Including a primary dividend equal to 5% of the amounts paid up on shares, i.e. the total amount of the share capital.

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4. Draft resolutions and report of the Board of Directors

This amount is calculated on the basis of the number of shares forming the capital at 31 December 2020 and will be adjusted to reflect:

• the number of shares issued between 1 January 2021 and the date of payment of this dividend following the exercise of stock options or the final vesting of new free shares granted and giving entitlement to such dividend; and
• the final number of shares eligible for the preferential dividend, taking into account sales or transfers to a bearer account between 1 January 2021 and the date of payment of the dividend.

The Annual General Meeting therefore sets the ordinary dividend at €4 per share and the preferential dividend at €4.40 per share. The preferential dividend will be granted to the shares held in registered form since 31 December 2018 at the latest, and which continuously remain in registered form

until the dividend payment date, it being specified that the number of shares giving entitlement to such a preferential dividend cannot exceed 0.5% of share capital for any one shareholder. The ex-dividend date for the dividends (both ordinary and preferential) will be 27 April 2021 at midnight (Paris time) and they will be paid on 29 April 2021.

In the event that, at the time of payment of the dividend, the Company holds treasury shares, the distributable profit corresponding to the unpaid dividend due to the holding of such shares would be allocated to the "Other reserves" item.

For individuals domiciled in France, the dividend is subject to income tax at a flat rate but may be taxed, at the shareholder's option, at a progressive rate. In such a case, the dividend is eligible for the tax deduction provided for in Article 158.3 2° of the French General Tax Code.

The table below shows the amount of the dividends distributed that were fully eligible for the tax deduction provided for in Article 158.3 2° of the French General Tax Code, for the last three financial years:

	2017	2018	2019
Ordinary dividend per share	€3.55	€3.85	€3.85
Preferential dividend per share	€0.35	€0.38	€0.38

RESOLUTIONS 4, 5, 6, 7, 8: OFFICES OF DIRECTORS

EXPLANATORY STATEMENT

1. Composition of L'Oréal's Board of Directors at 31 December 2020

The Directors of L'Oréal come from different backgrounds. They complement one another due to their different professional experience, their skills and their nationalities. They have good knowledge of the Company. The Directors are present, active and closely involved. These are all assets that contribute to the quality of the Board's deliberations in the context of the decisions it is called on to make.

The Directors are attentive and vigilant and exercise complete freedom of judgment. This freedom of judgment enables them in particular to participate, in complete independence, in the decisions or work of the Board and its Committees.

Jean-Paul Agon, 64, joined the L'Oréal Group in 1978. Following an international career as General Manager of the Consumer Products Division in Greece and of L'Oréal Paris in France, International Managing Director of Biotherm, General Manager of L'Oréal Germany, General Manager of the Asia Zone, Chairman and Chief Executive Officer of L'Oréal USA, Jean-Paul Agon was appointed as Deputy Chief Executive Officer of L'Oréal in 2005, and then Chief Executive Officer in April 2006, and finally Chairman and Chief Executive Officer in 2011.

A Director of L'Oréal since 2006, he is also the Chairman of the Strategy and Sustainability Committee. Jean-Paul Agon is also the Chairman of the L'Oréal Corporate Foundation and Director of Air Liquide. By decision of the Board of Directors following the 2021 Annual General

Meeting, Jean-Paul Agon will hold the office of Chairman of the Board of Directors without assuming the office of Chief Executive Officer as from 1 May 2021.

Françoise Bettencourt Meyers, 67, daughter of Liliane Bettencourt and granddaughter of the founder of L'Oréal, Eugène Schueller, has been the Chairwoman of the family-owned holding company Téthys since 31 January 2012, and is the Chairwoman of the Supervisory Board of the investment subsidiary Téthys Invest, Chairwoman of the Bettencourt Schueller Foundation, and Honorary President of the Pour l'Audition Foundation. Françoise Bettencourt Meyers has been a Director of L'Oréal since 1997. Vice-Chairwoman of the Board of Directors since 2020, Françoise Bettencourt Meyers is also a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee and the Human Resources and Remuneration Committee.

Paul Bulcke, 66, of Belgian and Swiss nationality, is the Chairman of the Board of Directors of Nestlé. Paul Bulcke was a Director of L'Oréal from 2012 to June 2014 and then again since 2017. Paul Bulcke is the Vice-Chairman of the Board of Directors, and is a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee. He is also a Director of Roche Holding (Switzerland).

Ana Sofia Amaral, 55, of Portuguese nationality, is the Scientific and Technical Affairs Director for L'Oréal Portugal. Ana Sofia Amaral was appointed in 2014 by L'Oréal's Instance Européenne de Dialogue Social (European Works Council) as a Director representing the employees; her term of office was then renewed for a period of four years in 2018.

She is a member of the Human Resources and Remuneration Committee.

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Sophie Bellon, 59, is Chairwoman of the Board of Directors of Sodexo. After a career in finance in the United States, she joined Sodexo in 1994, where she held a variety of positions, including Country Manager for the Business Division in France, then as R&D and Innovation Strategy Manager. Sophie Bellon has been a Director of L'Oréal since 2015. She is the Chairwoman of the Nominations and Governance Committee, the Human Resources and Remuneration Committee, and a member of the Audit Committee.

Patrice Caine, 50, has been Chairman and Chief Executive Officer of the Thales Group since December 2014, after holding management positions in various operating units (Aviation and Naval, Communications, Navigation and Identification, Air Systems, Radio-Communication Products, Network and Infrastructure Systems, and Protection Systems) from 2002 to 2013. Patrice Caine has been a Director of L'Oréal since April 2018, and is a member of the Strategy and Sustainability Committee and the Nominations and Governance Committee.

Fabienne Dulac, 53, is Chairwoman and Chief Executive Officer of Orange France and Deputy Chief Executive Officer of the Orange Group, which she joined in 1997. She has held various positions in marketing, business development, communications and digital. She is also a Director of Orange Bank and Willa (an incubator dedicated to female entrepreneurship). Fabienne Dulac has been a Director of L'Oréal since 2019 and is a member of the Audit Committee and the Human Resources and Remuneration Committee.

Belén Garijo, 60, of Spanish nationality, is Chairwoman and Chief Executive Officer of Merck Healthcare, an entity holding all the pharmaceutical operations of the German group Merck and a member of the Executive Committee of this Group; she will hold the office of Chairwoman of the Management Board and Chief Executive Officer of the Merck Group as from 1 May 2021. Belén Garijo has been a Director of L'Oréal since 2014 and is a member of the Human Resources and Remuneration Committee. She is also a Director of BBVA (Spain).

Béatrice Guillaume-Grabisch, 56, has been Executive Vice-President and Global Head of Human Resources and Business Services of the Nestlé Group since 2019, which she joined in 2013. She was formerly Chief Executive Officer of Nestlé Germany after a career in various consumer goods groups (Colgate-Palmolive, Beiersdorf, Johnson & Johnson, L'Oréal, Coca-Cola). Béatrice Guillaume-Grabisch has been a Director of L'Oréal since 2016 and is a member of the Audit Committee.

Ilham Kadri, 52, of French and Moroccan nationality, has been Chairwoman of the Executive Committee and CEO of Solvay since March 2019. Prior to that date, she served as Chairwoman and Chief Executive Officer of the American company Diversey since 2013 after having held responsibilities in research and development, sales, marketing, strategy, business management and digital in leading industrial companies (Shell, UCB, Dow, Sealed Air, etc.). She is also a director of A.O. Smith Corporation. Ilham Kadri has been a Director of L'Oréal since 2020.

Georges Liarokapis, 58, of French and Greek nationality, is Coordinator of Sustainability for L'Oréal Western Europe. Georges Liarokapis was appointed by the CFE-CGC union

as a Director representing the employees in 2014; his term
of office was renewed for a period of four years in 2018.
He is a member of the Audit Committee.
Jean-Victor Meyers, 34, has been a member of the
Supervisory Board of the family-owned holding company
Téthys since January 2011, and is a member of the
Supervisory Committee of the investment subsidiary Téthys
Invest and Chairman of Exemplaire and Constantine
Capital SAS. Jean-Victor Meyers has been a Director of
L'Oréal since 2012, and is a member of the Strategy and
Sustainability Committee and the Audit Committee.
Nicolas Meyers, 32, has been a member of the Supervisory
Board of the family holding company Téthys since 2011
and Téthys Invest since 2016. He has also been a director
of the Bettencourt Schueller Foundation since 2012. Nicolas
Meyers has been a Director of L'Oréal since 2020.
Virginie Morgon, 51, is Chairwoman of the Executive
Board of Eurazeo, which she joined in 2008 after working
for sixteen years at Lazard, and is also Chairwoman of
Eurazeo North America Inc. (USA). She is also Co-Chair of
the Paris Committee of the Human Rights Watch. Virginie
Morgon has been a Director of L'Oréal since 2013 and is
the Chairwoman of the Audit Committee.
2. Resolutions submitted for approval
to the Annual General Meeting	4
of 20 April 2021

2.1. Appointment of two new

Directors: Mr Nicolas Hieronimus and Mr Alexandre Ricard

Appointment of Mr Nicolas Hieronimus

as Director

On the recommendation of the Nominations and Governance Committee, the Board of Directors submitted the appointment of Mr Nicolas Hieronimus, as Director, for a term of four years, to voting by the Annual General Meeting.

In effect, the Board of Directors believes that the participation of the Chief Executive Officer as a Director in the Board's discussions is essential.

Mr Nicolas Hieronimus, 57, joined L'Oréal 34 years ago and has spent his entire career within the Group, in many countries and divisions.

A graduate from ESSEC, in 1985, Nicolas Hieronimus joined L'Oréal in 1987 as Product Manager. He became Marketing Director for the Laboratoires Garnier in 1993. In 1998, he became General Manager of the Garnier Maybelline Division in the UK. In 2000, he was named General Manager, L'Oréal Paris France, and then International General Manager for L'Oréal Paris. In 2005, he became CEO of L'Oréal Mexico. In 2008, Jean-Paul Agon appointed him as President of the L'Oréal Professional Products Division and welcomed him to the Group's Executive Committee. In January 2011, he was appointed President L'Oréal Luxe, a role that he held until the end of 2018. In 2013, he took up the position of President Selective Divisions (Luxury, Active Cosmetics, Professional Products). He was named Deputy CEO of L'Oréal in charge of Divisions in May 2017.

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4. Draft resolutions and report of the Board of Directors

Appointment of Mr Alexandre Ricard

as Director

On the recommendation of the Nominations and Governance Committee, the Board of Directors submitted the appointment of Mr Alexandre Ricard, as Director, for a term of four years, to voting by the Annual General Meeting.

Mr Alexandre Ricard, 48, is a graduate of ESCP, the Wharton Business School and the University of Pennsylvania. After working for seven years as a strategy consultant at Accenture and a M&A consultant at Morgan Stanley, Mr Alexandre Ricard joined the Pernod Ricard Group in 2003 in the Corporate Audit and Development Department. At the end of 2004, he was appointed Director of Finance and Administration of Irish Distillers Group, and then appointed Chief Executive Officer of Pernod Ricard Asia Duty Free in September 2006. In 2008, Mr Alexandre Ricard was appointed Chairman and Chief Executive Officer of Irish Distillers and joined the Executive Committee of Pernod Ricard. In 2011, he joined the General Management of Pernod Ricard as Deputy Chief Executive Officer in charge of the distribution network. He has served as Chairman and Chief Executive Officer of the Pernod-Ricard Group since February 2015.

Mr Alexandre Ricard will bring to the Board of Directors of L'Oréal his experience as an executive for a major international company, his strategic vision and his entrepreneurial spirit. The Board will benefit from his knowledge of consumers and his marketing and digital expertise in the luxury, travel retail and mass-market retail channels, particularly in the Asian and American markets. He will also bring his deep understanding of financial, governance issues and his sense of ethics to the Board.

2.2. Renewal of the terms of office of three Directors:

Ms Françoise Bettencourt Meyers,

Mr Paul Bulcke and Ms Virginie Morgon

Renewal of the term of office of

Ms Françoise Bettencourt Meyers as Director

As the term of office of Ms Françoise Bettencourt Meyers as Director expires in 2021, her term for a term of four years is submitted to the Annual General Meeting.

A Director of L'Oréal since 1997, Ms Françoise Bettencourt Meyers is also Vice-Chairwoman of the Board of Directors, member of the Strategy and Sustainability Committee since 2012, and member of the Nominations and Governance Committee and the Human Resources and Remuneration Committee since 2020.

Ms Françoise Bettencourt Meyers, daughter of Liliane Bettencourt and granddaughter of the founder of L'Oréal, Eugène Schueller, has been the Chairwoman of the family-owned holding company Téthys since 31 January 2012, and is the Chairwoman of the Supervisory Board of the investment subsidiary Téthys Invest, Chairwoman of the Bettencourt Schueller Foundation, and Honorary President of the Pour l'Audition Foundation.

Ms Bettencourt Meyers brings to the Board her strategic visions of the future development of L'Oréal by taking into consideration the long-term interest of the Company and of its shareholders. Her in-depth knowledge of the Company and the L'Oréal model that fashioned the Group's success over the years are precious assets. She pays close attention so that social and environmental issues are at the heart of L'Oréal's commitments and also ensures that its culture and values are ongoing and are specifically reflected in both the policy and the practices of the Company.

Over the four years of her term as Director, Ms Françoise Bettencourt Meyers' attendance rate has been 96.5% at Board meetings and 100% at the three Committees' meetings.

Renewal of the term of office of Mr Paul Bulcke as Director

As the term of office of Mr Paul Bulcke as Director expires in 2021, the renewal of his term for four years is submitted to the Annual General Meeting.

A member of the L'Oréal Board of Directors from 2012 to 2014, and since 2017, Paul Bulcke is the Vice-Chairman of the Board of Directors, a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee.

Mr Paul Bulcke, who is of Belgian and Swiss nationality, pursued a high-level international career with the Nestlé group. After holding different positions in Europe and Latin America, he was named Zone Director of Nestlé S.A. in 2004 for the Americas Zone, before becoming Chief Executive Officer of Nestlé S.A. from 2008 to 2016. He has served as Chairman of the Board of Directors of Nestlé since 2017. He is also a Director of Roche Holding (Switzerland).

Mr Bulcke brings to the Board his strategic vision, his multicultural approach, his detailed knowledge of consumers on all continents, and his taste for innovation, which are vital assets for developing L'Oréal's universalisation strategy. His analyses enhance Board discussions and allow the Board to adopt solid orientations in a number of areas.

Over the four years of his term of office as Director, Mr Bulcke's attendance at meetings of the Board of Directors and the three Committees on which he serves has been 100%.

Renewal of the term of office

of Ms Virginie Morgon as Director

As the term of office of Ms Virginie Morgon as Director expires in 2021, her renewal for a term of four years is submitted to the Annual General Meeting.

A Director of L'Oréal since 2013, Ms Morgon has also chaired the Audit Committee since 2016.

Ms Virginie Morgon is Chairwoman of the Executive Board of Eurazeo, which she joined in 2008 after working for 16 years at Lazard, and Chairwoman of Eurazeo North America Inc. (USA). She is also Co-Chair of the Paris Committee of the Human Rights Watch.

Ms Virginie Morgon brings to the Board her recognised financial expertise combined with her dynamic and entrepreneurial vision of business. The Board will benefit from her serious interest in innovation and the ongoing

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