The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, approves the appointment of Ernst & Young as Statutory Auditor for a period of six financial years to replace PricewaterhouseCoopers Audit whose term expires at the end of this Annual General Meeting. Its term will expire at the end of the Annual Ordinary General Meeting called to approve the financial statements for the financial year ending on 31 December 2027.
The Annual General Meeting notes that the term of Mr Jean‑Christophe Georghiou as substitute Statutory Auditor has expired, and votes not to renew or replace the substitute Statutory Auditor.
Explanatory statement
The Annual General Meeting is called to approve the remunerations of L’Oréal’s directors and corporate officers for 2021 (ex post vote).
The Annual General Meeting must vote every year on the remuneration granted or paid during the financial year ended to directors and corporate officers of the Company.
This “ex-post” vote covers two series of resolutions: one concerning all directors and corporate officers, i.e. for L’Oréal, the Directors, the Chairman and Chief Executive Officer up to 30 April 2021 then, from 1 May 2021 onwards, the Chairman of the Board of Directors and the Chief Executive Officer; and the other concerning only the corporate officers of the Company, i.e. for L’Oréal, the Chairman and Chief Executive Officer up to 30 April 2021 then, from 1 May 2021 onwards, Mr Jean-Paul Agon, Chairman of the Board of Directors, and Mr Nicolas Hieronimus, Chief Executive Officer.
Therefore, the shareholders are called, by the vote on the ninth resolution, to approve the information on the remuneration of each of the aforementioned directors and corporate officers of L’Oréal for 2021 as required by Article L. 22-10-9, I of the French Commercial Code. This information is provided in section 2.4.2. of the 2021 Universal Registration Document.
They are also called, by the vote on the tenth resolution, to approve the fixed and variable components of the total remuneration and benefits of any kind paid during 2021 or allocated for that year to Mr Jean-Paul Agon, Chairman and Chief Executive Officer of L’Oréal, for the period from 1 January 2021 to 30 April 2021, pursuant to Article L. 22‑10‑34, II of the French Commercial Code. This information is provided in section 2.4.2.2. of the 2021 Universal Registration Document and is summarised in the following table (“Summary table of the components of remuneration paid in 2021 or allocated for that year to Mr Jean-Paul Agon, Chairman and Chief Executive Officer, for the period from 1 January 2021 to 30 April 2021”).
By the vote on the eleventh resolution, they are called to approve the fixed and variable components of the total remuneration and benefits of any kind paid during 2021 or allocated for that year to Mr Jean-Paul Agon, Chairman of the Board of Directors of L’Oréal, for the period from 1 May 2021 to 31 December 2021, pursuant to Article L. 22-10-34, II of the French Commercial Code. This information is provided in section 2.4.2.4. of the 2021 Universal Registration Document and is summarised in the following table (“Summary table of the components of remuneration paid in 2021 or allocated for that year to Mr Jean-Paul Agon, Chairman, as from 1 May 2021”).
By the vote on the twelfth resolution, they are called to approve the fixed and variable components of the total remuneration and benefits of any kind paid in 2021 or allocated for that year to Mr Nicolas Hieronimus, Chief Executive Officer of L’Oréal, for the period from 1 May 2021 to 31 December 2021, pursuant to Article L. 22-10-34, II of the French Commercial Code. This information is provided in section 2.4.2.3. of the 2021 Universal Registration Document and is summarised in the following table (“Summary table of the components of remuneration paid in 2021 or allocated for that year to Mr Nicolas Hieronimus, Chief Executive Officer as from 1 May 2021”).
The Annual General Meeting is called to approve the remuneration policy for L’Oréal’s directors and corporate officers (ex ante vote).
In the thirteenth to fifteenth resolutions, the Annual General Meeting is asked to approve, pursuant to the provisions of Article L. 22-10-8, II of the French Commercial Code, the remuneration policies for the directors and corporate officers of L’Oréal. These policies shall apply as from financial year 2022 until the Annual General Meeting approves a new remuneration policy.
The provisions of these remuneration policies established by the Board of Directors are set out in section 2.4.1. of the 2021 Universal Registration Document. Shareholders are called to approve separately:
