2025 Universal Registration Document

2.4 Remuneration of Directors and corporate officers

2. Corporate governance

2.4 Remuneration of Directors and corporate officers

2.4 Remuneration of Directors and corporate officers

2.4.1 Remuneration policies for Directors and corporate officers

Pursuant to Article L. 22-10-8 of the French Commercial Code, the General Meeting of 24 April 2026 is called to approve the remuneration policies for Directors and corporate officers as established by the Board of Directors (13th to 15th resolutions), i.e., the remuneration of:

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

These policies describe all the components of remuneration of the Directors and corporate officers, and explain the decision-making process followed to determine, review and implement them.

Shareholder dialogue and response to the vote at the 29 April 2025 General Meeting

At the General Meeting of 29 April 2025, the shareholders approved the remuneration policy for Directors by 99.93% of votes cast, for the Chairman of the Board of Directors by 97.82% and for the Chief Executive Officer by 87.74%. As it does each year, on the basis of the work carried out by the Nominations and Governance Committee and/or the Human Resources and Remuneration Committee, the Board of Directors analysed the results of the votes for all of the resolutions approved at the General Meeting, paying particular attention to any resolutions that had an approval rate of less than 80% of the free float.

Following the 2025 General Meeting, the Board of Directors analysed the result of the shareholders’ say-on-pay vote on the remuneration policy for the Chief Executive Officer. Although the resolution was approved by a large majority (87.74%), the Board decided to launch a specific in-depth dialogue process before defining its future guidelines.

To that end, the Board asked the Company's teams to engage with L’Oréal’s shareholders earlier than in previous years. This process, which includes face-to-face meetings as circumstances allowed, forms part of a yearly exercise of direct and in-depth dialogue with shareholders.

The shareholder dialogue carried out in 2025 led to constructive discussions on how the Chief Executive Officer's remuneration policy was perceived by investors and proxy advisors.