2025 Universal Registration Document

2. Corporate governance

Illustration of the remuneration policy in financial year 2026: components of remuneration attributable to Nicolas Hieronimus, Chief Executive Officer
Amount Description
Remuneration as a Director Remuneration as a Director

Description

 

Benefits in addition to remuneration Benefits in addition to remuneration

Description

Benefits in kind

Nicolas Hieronimus will benefit from the material resources needed to carry out his duties, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use and may not be used for any private use, are not benefits in kind.

Supplementary social protection schemes: defined contribution pension, employee benefit and healthcare schemes

Nicolas Hieronimus will continue to be treated in the same way as a senior executive during the term of his corporate office, which will allow him to continue to benefit from the supplementary social protection schemes and, in particular, the defined contribution pension scheme, and the employee benefit and healthcare schemes applicable to the Company's employees. The amount of the pension resulting from the employer's contributions for the defined contribution pension scheme will be deducted from the pension due in respect of the defined benefit pension in accordance with the provisions of this group scheme.

2.4.1.2.2 Remuneration policy applicable to the Chairman of the Board of Directors who does not hold the position of Chief Executive Officer
Annual fixed remuneration only

The Board of Directors, in accordance with the recommendation of the AFEP-MEDEF Code (Article 26.2), is proposing to the General Meeting of 24 April 2026 that the exercise of the office of Chairman of the Board of Directors without assuming the office of Chief Executive Officer, should be remunerated only by fixed remuneration, excluding any variable remuneration, grant of performance shares or any indemnity related to departure or any consideration for a non-compete agreement.

The Board of Directors also decided that the office of Director held by the Chairman of the Board would not be remunerated.

The Chairman of the Board will benefit from the necessary material resources to carry out his duties such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, are not benefits in kind.

The Chairman of the Board will benefit from the same employee benefit scheme as the Company's senior executives.

Principles for determining annual fixed remuneration

The remuneration of the Chairman of the Board of Directors is determined based on the following components:

  • the goals set by L'Oréal's Board of Directors for the performance of the statutory duties by Chairman of the Board of Directors who does not also hold the office of Chief Executive Officer duties;
  • the Chairman's corporate governance and sustainable governance experience, expertise and reputation;
  • specific duties assigned to the Chairman by the Board of Directors;
  • competitiveness and level of the remuneration compared to that of a relevant reference panel put together by an independent consultancy firm.
Application to Jean-Paul Agon

At the 24 April 2026 General Meeting, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors is proposing to keep Jean-Paul Agon's annual fixed remuneration at the same amount as in 2025, i.e., €950,000.