LOREAL_Registration_Document_2017

7 Annual General Meeting DRAFT RESOLUTIONS AND REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY GENERAL MEETING TO BE HELD ON 17 APRIL 2018

This chapter sets out the draft resolutions which will be submitted to L’Oréal’s Ordinary and Extraordinary General Meeting, the Board of Directors’ report (“statement of reasons”) on these resolutions and the Statutory Auditors’ Reports referred to by some of these resolutions. This meeting will be held on 17 April 2018 at the Palais des Congrès, in Paris.

DRAFT RESOLUTIONS AND REPORT OFTHEBOARD 7.1. OFDIRECTORS (STATEMENT OF REASONS) TOTHEORDINARY AND EXTRAORDINARY GENERALMEETING TO BE HELD ON 17APRIL 2018 (ADOPTED ON 8FEBRUARY 2018)

ORDINARY PART Approval of the 2017 parent company financial 1. statements Approval of the 2017 consolidated financial 2. statements Allocation of the Company’s net income for 2017 and 3. setting of the dividend Appointment of Mr. Axel Dumas as a Director 4. Appointment of Mr. Patrice Caine as a Director 5. Renewal of the tenure of Mr. Jean-Paul Agon as a Director 6. Renewal of the tenure of Mrs. Belén Garijo as a Director 7. Setting the amount of the annual attendance fees 8. allocated to the members of the Board of Directors Approval of the application of the defined benefit 9. pension plan provisions of the employment contract of Mr. Agon for the duration of the renewed corporate office Approval of the principles and criteria for the 10. 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 11. total remuneration and benefits of all kinds paid or allocated to Mr. Jean-Paul Agon for the 2017 financial year due to his mandate as Chairman and Chief Executive Officer Authorisation for the Company to buy back its own shares 12.

EXTRAORDINARY PART Authorisation granted to the Board of Directors to 13. reduce the share capital through the cancellation of shares purchased by the Company within the scope of Articles L. 225-209 and L. 225-208 of the French Commercial Code Delegation of authority granted to the Board of 14. 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 Authorisation granted to the Board of Directors to carry 15. out free grants of existing shares and/or shares to be issued with cancellation of shareholders' preferential subscription right to employees and executive officers Delegation of authority to the Board of Directors for the 16. 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 17. 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 Amendment to the statutory provisions for declarations 18. of threshold crossing Powers for formalities 19.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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