2022 Universal Registration Document

Chapter 8 : Annual General Meeting

3. Composition of the Board of Directors after the Annual General Meeting of 21 April 2023

If the Annual General Meeting approves the renewals submitted to it in 2023, the expiry dates of the terms of office of the Company’s 16 Directors would be as follows:

COMPOSITION OF THE BOARD OF DIRECTORS
(after the 2023 Annual General Meeting) 		Age W/M Nationality Expiry of term of office Board Committees
S&S Audit Gov. Rem.
Corporate officers Mr Jean-Paul Agon – Chairman of the Board 66 M French 2026 C      
Mr Nicolas Hieronimus – Chief Executive Officer 59 M French 2025        
F. Bettencourt Meyersand her family Ms F. Bettencourt Meyers – Vice-Chairwoman 69 W French 2025 ●   ● ●
Mr Jean-Victor Meyers 36 M French 2024 ●      
Mr Nicolas Meyers 34 M French 2024   ●    
Directors linked to Nestlé Mr Paul Bulcke – Vice-Chairman 68 M Belgian-Swiss 2025 ●   ● ●
Ms Béatrice Guillaume-Grabisch 58 W French 2024   ●    
Independent Directors ◼ Ms Sophie Bellon 61 W French 2027     ● C
Mr Patrice Caine 53 M French 2026 ●   C  
Ms Fabienne Dulac 55 W French 2027   ●   ●
Ms Belén Garijo 62 W Spanish 2026       ●
Ms Ilham Kadri 54 W French-Moroccan 2024   ●    
Ms Virginie Morgon 53 W French 2025   C    
Mr Alexandre Ricard 50 M French 2025 ●      
Directors representing employees Mr Benny de Vlieger 58 M Belgian 2026   ●    
Mr Thierry Hamel 68 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 will 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 Company’s 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 (see section 3.7 of the Internal Rules of the Board of Directors, which appears in section 2.3.6 of the 2022 Universal Registration Document). The complete list of the duties of the Directors is provided in section 2.2.2 of the 2022 Universal Registration Document.