2023 universal registration document

8. Annual General Meeting

This amount is calculated on the basis of the number of shares forming the capital at 31 December 2023 and will be adjusted to reflect:

  • the number of shares issued between 1 January 2024 and the date of payment of this dividend following the full vesting of new free shares granted and giving rights to said dividend;
  • the final number of shares eligible for the preferential dividend, taking into account sales or transfers to a bearer account between 1 January 2024 and the date of payment of the dividend.

The Annual General Meeting therefore sets the ordinary dividend at €6.60 per share and the preferential dividend at €7.26 per share. The preferential dividend will be granted to the shares held in registered form since 31 December 2021 at the latest, and which continuously remain in registered form until the dividend payment date, it being specified that the number of shares giving entitlement to such a preferential dividend cannot exceed 0.5% of share capital for any one shareholder. The ex-dividend date for the dividends (both ordinary and preferential) will be 26 April 2024 at midnight (Paris time) and they will be paid on 30 April 2024.

In the event that, at the time of payment of the dividend, the Company holds treasury shares, the distributable profit corresponding to the unpaid dividend due to the holding of such shares would be allocated to the “Other reserves” item.

For individuals domiciled in France, the dividend is subject to income tax at a flat rate but may be taxed, at the shareholder’s option, at a progressive rate. In such a case, the dividend is eligible for the tax deduction provided for in Article 158 3.2° of the French General Tax Code.

The table below shows the amount of the dividends distributed that were fully eligible for the tax deduction provided for in Article 158 3.2° of the French General Tax Code, for the last three financial years:

2020 2021 2022
Ordinary dividend per share

Ordinary dividend per share

2021

€4.00

Ordinary dividend per share

2022

€4.80

€6.00
Preferential dividend per share

Preferential dividend per share

2021

€0.40

Preferential dividend per share

2022

€0.48

€0.60
Resolutions 4, 5, 6, 7 and 8: Offices of Directors
EXPLANATORY STATEMENT
1. Composition of the Company’s Board of Directors at 31 December 2023

The Directors of L’Oréal come from different backgrounds. They complement one another due to their different professional experience, skills and nationalities. They have good knowledge of the Company. The Directors are present, active and closely involved. These are all assets that contribute to the quality of the Board of Directors’ deliberations in the context of the decisions it is called on to make.

The Directors are attentive and vigilant and carry out their duties with complete freedom of judgement. This freedom of judgement enables them in particular to participate, in complete independence, in the decisions or work of the Board of Directors and its Committees.

Jean-Paul Agon, 67, joined the L’Oréal Group in 1978. Following an international career as General Manager of the Consumer Products Division in Greece and of L’Oréal Paris in France, International Managing Director of Biotherm, General Manager of L’Oréal Germany, General Manager of the Asia Zone, Chairman and Chief Executive Officer of L’Oréal USA, Jean-Paul Agon was appointed as Deputy Chief Executive Officer of L’Oréal in 2005, and then Chief Executive Officer in April 2006, and finally Chairman and Chief Executive Officer in 2011. Since 1 May 2021, Jean‑Paul Agon has been the Chairman of the Board of Directors. A Director of L’Oréal since 2006, he is also the Chairman of the Strategy and Sustainability Committee. Jean-Paul Agon is the Chairman of the L’Oréal Corporate Foundation.

Nicolas Hieronimus, 59, joined the L’Oréal Group in 1987. Nicolas Hieronimus was appointed Marketing Director for Laboratoires Garnier in 1993. After an international career as Director of the Garnier Maybelline Division in the United Kingdom, General Manager in France, then International General Manager of L’Oréal Paris and General Manager of L’Oréal Mexico, Nicolas Hieronimus was appointed as the General Manager of the L’Oréal Professional Products Division and joined the Executive Committee in 2008. In 2011, he was appointed President of L’Oréal Luxe, a role that he held until the end of 2018. In 2013, Nicolas Hieronimus became General Manager of the Selective Divisions (Luxe, Active Cosmetics, Professional Products). He was appointed Deputy CEO in charge of Divisions in May 2017. Nicolas Hieronimus was appointed Chief Executive Officer of L’Oréal on 1 May 2021. He has been a Director of L’Oréal since April 2021. In addition, Nicolas Hieronimus is Chairman of the L’Oréal Fund for Women and Director of the L’Oréal Corporate Foundation.

Françoise Bettencourt Meyers, 70, daughter of Liliane Bettencourt and granddaughter of the founder of L’Oréal, Eugène Schueller, has been the Chairwoman of the family‑owned holding company Téthys since 31 January 2012, and is the Chairwoman of the Supervisory Board of the investment subsidiary Téthys Invest, Chairwoman of the Bettencourt Schueller Foundation, and Honorary President of the Pour l’Audition Foundation. Françoise Bettencourt Meyers has been a Director of L’Oréal since 1997. Vice-Chairwoman of the Board of Directors since 2020, Françoise Bettencourt Meyers is also a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee and the Human Resources and Remuneration Committee.

Paul Bulcke, 69, of Belgian and Swiss nationality, after pursuing an international career at the highest level within the Nestlé group, holding various positions in Europe and Latin America, was in 2004 appointed Executive Vice President and Zone Director for zone Americas of Nestlé S.A., before becoming Chief Executive Officer of Nestlé S.A. from 2008 to 2016. Paul Bulcke has served as the Chairman of the Board of Directors of Nestlé since 2017. Paul Bulcke was a Director of L’Oréal from 2012 to June 2014 and then again since 2017. Paul Bulcke is the Vice-Chairman of the Board of Directors, and is a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee.