2021 UNIVERSAL REGISTRATION DOCUMENT

8.1. Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

8. Annual general meeting

8.1. Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

8.1. Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Thursday 21 April 2022

Agenda

Ordinary part
  1. Approval of the 2021 parent company financial statements
  2. Approval of the 2021 consolidated financial statements
  3. Allocation of the Company’s net profit for 2021 and setting of the dividend
  4. Renewal of the term of office of Mr Jean-Paul Agon as Director
  5. Renewal of the term of office of Mr Patrice Caine as Director
  6. Renewal of the term of office of Ms Belén Garijo as Director
  7. Renewal of the appointment of Deloitte & Associés as Statutory Auditor
  8. Appointment of Ernst & Young as Statutory Auditor
  9. 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
  10. Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Jean-Paul Agon, in his capacity as Chairman and Chief Executive Officer (from 1 January 2021 to 30 April 2021)
  11. Approval of the fixed and variable components of the total remuneration and  benefits of any kind paid during financial year 2021 or allocated for that year to Mr Jean-Paul Agon, in his capacity as Chairman of the Board of Directors (from 1 May 2021 to 31 December 2021)
  12. Approval of the fixed and variable components of the total remuneration and benefits of any kind paid during financial year 2021 or allocated for that year to Mr Nicolas Hieronimus, in his capacity as Chief Executive Officer (from 1 May 2021 to 31 December 2021)
  13. Approval of the remuneration policy for Directors
  14. Approval of the remuneration policy for the Chairman of the Board of Directors
  15. Approval of the remuneration policy for the Chief Executive Officer
  16. Approval of the repurchase agreement for L’Oréal’s acquisition from Nestlé of 22,260,000 L’Oréal shares, representing 4% of the capital, as part of the procedure for related-party agreements
  17. Authorisation for the Company to buy back its own shares
Extraordinary part
  1. Authorisation given to the Board of Directors to reduce the share capital by cancelling the shares acquired by the Company under article L. 22-10-62 of the French Commercial Code
  2. Authorisation granted to the Board of Directors to carry out free grants of existing shares and/or shares to be issued with cancellation of shareholders’ preferential subscription right to employees and executive officers
  3. Delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees with cancellation of the shareholders’preferential subscription rights
  4. Delegation of authority granted 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
  5. Amendment of Article 9 of the Company’s Articles of Association in order to change the age limit for holding the office of Chairman of the Board of Directors
  6. Amendment of Article 11 of the Company’s Articles of Association in order to specify the age limit for holding the position of Chief Executive Officer
  7. Amendment of Articles 2 and 7 of the Company’s Articles of Association in the context of legislative or regulatory changes (Order no. 2000-1223 of 14 December 2000 and Law no. 2019-486 of 22 May 2019)
  8. Amendment of Article 8 of the Company’s Articles of Association in order to remove the requirement for Directors to own five shares in the Company
  9. Powers for formalities