2021 UNIVERSAL REGISTRATION DOCUMENT

Agreement concerning Jean-Paul Agon, Chairman and Chief Executive Officer until 30 April 2021 and Chairman of the Board of Directors as of 1 May 2021

Nature and purpose

• Suspension of Jean-Paul Agon’s employment contract during the term of his corporate office (i.e. until 30 April 2021)
• In the event of termination of his employment contract during the term of office, and depending on the reasons for such termination, Jean-Paul Agon will only receive the severance pay (save for gross misconduct or gross negligence) or retirement indemnities in the event of voluntary retirement or retirement at the Company’s request payable under the employment contract that has been suspended.
  These indemnities, which are attached solely to termination of the employment contract and in strict application of the French collective bargaining agreement for the chemicals industry (Convention collective nationale des industries chimiques) and the company-level agreements applicable to all L’Oréal managers, are automatically due pursuant to the public policy rules of French labor law.  They are not subject to any condition other than those provided for by the collective bargaining agreement or the above-mentioned company-level agreements. The same applies to the non-compete clause and the related financial consideration.
  Jean-Paul Agon should also continue benefiting from the defined-benefit pension scheme currently applicable to the Group’s senior managers, as described in chapter 2 of the management report.
• Jean-Paul Agon will continue to be treated in the same way as a senior manager throughout the term of his corporate office, which allows him to benefit from the additional social protection schemes, including the defined-contribution pension scheme and employee benefit and healthcare scheme applicable to the Company’s employees, as set out in chapter 2 of the management report.

Terms and conditions

On 30 April 2021, Jean-Paul Agon informed the Company of the termination of his employment contract as of such date in order to collect his pension as of 1 May 2021 following his 42 years career in the Company.

Pursuant to the agreement approved by the Annual General Meeting of 27 April 2010, the provisions relating to the retirement of Jean-Paul Agon were applied:

Payment of a retirement benefit as provided by the French collective bargaining agreement for the chemicals industry

A retirement benefit, attached solely to termination of the employment contract, was paid to Jean-Paul Agon in May 2021 in strict accordance with the public policy rules of French labor law, the French collective bargaining agreement for the chemicals industry and the company-level agreements applicable to all L’Oréal managers. This benefit was determined based on the remuneration at the contract suspension date in 2006 after applying the revaluation coefficient in respect of salaries and pension contributions published by the French state pension fund (Caisse nationale d’assurance vieillesse).

As of 1 January 2021, this revalued remuneration comprised a fixed portion of €1,731,000 and a variable portion of €1,442,500. The gross retirement benefit totaled €2.12 million, i.e. 8 months of the aforementioned revalued remuneration.

No non-compete compensation was paid to Jean-Paul Agon as the non-compete clause was not applicable in the event of retirement.

• Liquidation without payment of pension under the “Garantie de Retraite des Membres du Comité de Conjoncture” (Pension Cover for Members of the Comité de Conjoncture) scheme

The gross amount of the pension paid to Jean-Paul Agon, under L’Oréal’s “Garantie de Retraite des Membres du Comité de Conjoncture” scheme, represents €1.59 million, i.e. around 36% of the target fixed and variable remuneration he received as corporate officer.

The Board of Directors agreed to Jean-Paul Agon’s wish to waive this supplementary pension so as not to combine it with the remuneration of €1,600,000 proposed by the Board of Directors on 11 February 2021 and approved by the Combined Annual General Meeting of 20 April 2021.

Agreements approved during the year

We have been informed that the following agreement, previously approved by the Combined Annual General Meeting of 20 April 2021, based on the Statutory Auditors’ special report of 17 February 2021, remained in force during the year.

Agreement concerning the position of Nicolas Hieronimus whose employment contract was suspended upon his appointment as Chief Executive Officer on 1 May 2021

Nature and purpose

On 11 February 2021, your Board of Directors authorized an agreement to suspend the employment contract between your company and Nicolas Hieronimus, former Deputy Chief Executive Officer and employee of your company, who became the Company’s Chief Executive Officer as of 1 May 2021, following the decision of the Board of Directors’ meeting held at the close of the Annual General Meeting of 20 April 2021.

This agreement was entered into following the Board of Directors’ meeting and became effective as of 1 May 2021.