2021 UNIVERSAL REGISTRATION DOCUMENT

8. Annual general meeting

3. Composition of the Board of Directors after the Annual General Meeting of 21 April 2022

If the Annual General Meeting approves the renewals submitted to it in 2022, the expiry dates of the terms of office of the 16 Directors of L’Oréal would be as follows.

Please note that the terms of office of Ms Ana Sofia Amaral and Mr Georges Liarokapis expire at the end of the Annual General Meeting of 21 April 2022.

The relevant bodies have appointed two new directors representing employees:

Mr Thierry Hamel has been appointed by the CFE-CGC union. He is a Sales Regional Manager for the Professional Products Division in France.

Mr Benny de Vlieger has been appointed by the Instance Européenne de Dialogue Social/European Works Council (IEDS/EWC). He is a Sales Representative for the Consumer Products Division in Belgium.

COMPOSITION OF THE BOARD
Board Committees
(post-AGM 2022)   Age W/M Nationality Expiry of term of office S&S Audit Gov. Rem.
Executive corporate officers Mr Jean-Paul Agon – Chairman of the Board 65 M French 2026 C      
  Mr Nicolas Hieronimus – Chief Executive Officer 58 M French 2025        
F. Bettencourt Meyers and her family Ms F. Bettencourt Meyers - Vice-Chairwoman 68 W French 2025  
  Mr Jean-Victor Meyers 35 M French 2024      
  Mr Nicolas Meyers 33 M French 2024      
Directors linked to Nestlé Mr Paul Bulcke – Vice - Chairman 67 M Belgian-Swiss 2025  
  Ms Béatrice Guillaume-Grabisch 57 W French 2024      
Independent Directors ◼ Ms Sophie Bellon 60 W French 2023     C C
Mr Patrice Caine 52 M French 2026    
Ms Fabienne Dulac 54 W French 2023     ●  
Ms Belén Garijo 61 W Spanish 2026      
Ms Ilham Kadri 53 W French-Moroccan 2024     ●    
Ms Virginie Morgon 52 W French 2025   C    
  Mr Alexandre Ricard 49 M French 2025      
Directors representing employees Mr Benny de Vlieger 57 M Belgian 2026        
Mr Thierry Hamel 67 M French 2026        

◼ Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors. C Chairman/Chairwoman of the Committee.

Committee Member.

3.1. Independence of Directors

Every year the Nominations and Governance Committee proposes to the Board of Directors that the situation of each of the Directors with regard to their independence be reviewed on a case-by-case basis according to the criteria set out in the AFEP-MEDEF Code.

The review of the independence of these Directors was carried out by the Board of Directors on the basis, in particular, of a study of the relationships existing between the Company and the companies in which the Directors hold offices.

If the Annual General Meeting approves the appointments and renewals that are proposed by the Board of Directors, the number of Independent Directors would be 7 out of 14, i.e. an independence rate of 50% (the two Directors representing the employees are not taken into account pursuant to the AFEP-MEDEF Code).

3.2. Balanced gender representation in the Board of Directors

If the Annual General Meeting approves the appointments and renewals submitted to it, the number of women in the Board of Directors would be 7 out of the 14 Directors appointed by the Annual General Meeting, i.e. a percentage representation of women of 50% (the two Directors representing the employees are not taken into account pursuant to the French Commercial Code).

3.3. Length of office and minimum number of shares held

The term of office of the Directors appointed by the L’Oréal Annual General Meeting is four years or less to allow a scheduled renewal of the terms of office of Directors. The term of office of a Director who is not appointed by the Annual General Meeting is four years.

Directors appointed by the Annual General Meeting must each hold a minimum of 250 L’Oréal shares: at least 125 shares on the date of their appointment by the Annual General Meeting, and the balance no later than 24 months after their appointment. The complete list of the duties of the Directors is provided in section 2.2.2. of the 2021Universal Registration Document.