2021 UNIVERSAL REGISTRATION DOCUMENT

2.4.REMUNERATION OF DIRECTORS AND CORPORATE OFFICERS

2.4.1. Remuneration policy for directors and corporate officers

Pursuant to Article L. 22-10-8 of the French Commercial Code, the Annual General Meeting of 21 April 2022 is called to approve the remuneration policy for directors and corporate officers as established by the Board of Directors (Resolutions 13 to 15), i.e. the remuneration of:

• L’Oréal Directors;
• Chairman of the Board of Directors; and
• Chief Executive Officer.

This policy describes all the components of directors and corporate officers’ remuneration, and explains the decision-making process followed to determine, review and implement this policy.

For the record, the Annual General Meeting of 20 April 2021approved the remuneration policy for Directors at 99.72%, for the Chairman of the Board of Directors at 89.05% and for the Chief Executive Officer at 93.04%.

2.4.1.1. Remuneration policy for Directors

Directors receive a remuneration (formerly known as“attendance fees”), the maximum amount of which is approved by vote at the Ordinary General Meeting, and which is allocated by the Board in accordance with the remuneration policy.

As part of the €1,600,000 budget voted by the Annual General Meeting of 17 April 2018, the Board of Directors has proposed that the procedures for distributing the sums allocated for the remuneration of Directors applied for 2021 are renewed for 2022. It is specified that in the event of a meeting of an ad-hoc Committee formed to work on a specific matter that does not fall within the remit of any other existing Committee, the Human Resources and Remuneration Committee may propose to the Board the payment of additional remuneration to the Directors who are members of this Committee, in accordance with the overall budget approved in 2018.

The Board of Directors' meeting of 9 February 2022, on the recommendation of the Human Resources and Remuneration Committee, decided to reiterate the remuneration policies to be submitted for the approval of the Annual General Meeting of 21 April 2022, subject to the following decisions:

• the remuneration policy for directors provides, where applicable, for remuneration of the members of an ad hoc Committee formed to work on a specific matter that does not fall within the missions of any other existing Committee;
• under the 19^th resolution submitted for approval by the Annual General Meeting of 21 April 2022, the remuneration policy for the executive corporate officer provides for the inclusion of criteria for non-financial performance in addition to financial performance within the long-term remuneration plan, in order to correlate them with L’Oréal’s strategy in which economic and social performance go hand-in-hand.

It should be noted that the amount of this remuneration divided among the Directors includes a predominant variable portion depending on attendance at meetings, in accordance with the provisions of the AFEP-MEDEF Code, which was set by the Board at 60%, and a fixed portion of 40%. The remuneration allocated to Committee Chairs is doubled and this also consists of a variable portion of 60% and a fixed portion of 40%.

Attendance at Board meetings for Directors located outside Europe is remunerated at €10,000 per meeting, except for participation by videoconference; in this case, the Board meeting is remunerated at €6,500.

The following table summarises the rules applicable for a full year:

* Based on six meetings per year.

** Allocated on the basis of attendance at Committee meetings.

*** Based on a 100% attendance rate.