L'Oréal - 2018 Registration Document

7 Annual General Meeting

DRAFT RESOLUTIONS AND REPORT OF THE BOARD OF DIRECTORS TO BE HELD ON 18 APRIL 2019

This chapter sets out the draft resolutions which will be submitted to L’Oréal’s Ordinary and Extraordinary General Meeting, the Report of the Board of Directors’ (“explanatory statement”) on these resolutions and the Statutory Auditors’ Reports referred to by some of these resolutions. This meeting will be held on 18 April 2019 at the Palais des Congrès, in Paris.

DRAFT RESOLUTIONS AND REPORT OFTHEBOARD 7.1. OF DIRECTORS (EXPLANATORY STATEMENT) TO THE ORDINARY AND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 18APRIL 2019 (ADOPTEDON7 FEBRUARY2019)

AGENDA

ORDINARY PART Approval of the 2018 parent company financial 1. statements Approval of the 2018 consolidated financial 2. statements Allocation of the Company’s net income for 2018 and 3. setting of the dividend Appointment of Ms Fabienne Dulac as a Director 4. Renewal of the office of Ms Sophie Bellon as a Director 5. Approval of the principles and criteria for the 6. determination, allocation and distribution of the components of the total remuneration and the benefits of all kinds that may be granted to the executive officers Approval of the fixed and variable components of the 7. total remuneration and benefits of all kinds paid or allocated to Mr. Jean-Paul Agon for the 2018 financial year due to his office as Chairman and Chief Executive Officer Authorisation for the Company to buy back its own 8. shares

EXTRAORDINARY PART Delegation of authority to the Board of Directors to 9. increase the share capital through the issue of ordinary shares with maintenance of the shareholders’ preferential subscription rights Delegation of authority to the Board of Directors to 10. increase the share capital via the capitalisation of share premiums, reserves, profits or other amounts Delegation of authority granted to the Board of 11. Directors for the purpose of increasing 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 Delegation of authority to the Board of Directors for the 12. purpose of carrying out a capital increase reserved for employees with cancellation of the shareholders’ preferential subscription right Delegation of authority to the Board of Directors in 13. order to enable it to carry out a capital increase reserved for categories of beneficiaries consisting of employees of foreign subsidiaries, with cancellation of the shareholders’ preferential subscription right, within the scope of an employee share ownership programme Powers for formalities 14.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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