2025 Universal Registration Document

2. Corporate governance

The Board of Directors has taken into account Jean-Paul Agon's full commitment to serving the governance of the Company and performing the specific duties set out in section 2.1.2.3. The Board is fully aware of the challenges of sustainable governance, notably in light of European regulations and the growing expectations of authorities and stakeholders.

It is essential for the Board that the Chairman remains committed and experienced with in-depth knowledge of the business, its environment and strategic challenges, and recognised for his expertise in governance matters and stakeholder relations.

The Board is satisfied that the fixed remuneration is competitive in comparison with an international reference panel that was put in place with the assistance of an independent consultancy firm, by ensuring that it is higher than the median remuneration paid to the chairs of the Boards of Directors of 16 international benchmark companies (see table below).

Illustration of the remuneration policy in 2026: components of remuneration attributable to Jean–Paul Agon, Chairman of the Board of Directors
Illustration of the remuneration policy in 2026: components of remuneration attributable toJean–Paul Agon, Chairman of the Board of Directors
  Amount Description
Fixed remuneration Fixed remuneration

Amount

€950,000

Fixed remuneration

Description

At its meeting of 5 March 2026, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors proposed to the General Meeting of 24 April 2026 that Jean-Paul Agon's annual fixed remuneration be maintained at a gross amount of €950,000.

Benefits in addition to remuneration Benefits in addition to remuneration

Amount

 

Benefits in addition to remuneration

Description

Benefits in kind

Jean-Paul Agon will benefit from the material resources needed 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 and may not be used for any private use, are not benefits in kind.

Supplementary social protection schemes

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

2.4.1.2.3 Decision-making, review and implementation process for the remuneration of corporate officers

Remuneration is established in such a way as to guarantee the due and proper application of the policy and rules set by the Board of Directors. The Board relies on the work and recommendations of the Human Resources and Remuneration Committee, comprising eight Directors, 57% of whom are independent Directors(1), including its Chairwoman, and one member who is a Director representing employees. The corporate officer is not a member of the Committee. The Committee's recommendations are made taking into account the studies carried out at its request by an independent consultant.

The Human Resources and Remuneration Committee met five times in 2025 (see section 2.3.3 for details of its work during the year).

The Committee has the necessary information to prepare its recommendations and more particularly to assess the performance of the corporate officer in light of the Group's short- and long-term objectives.

This organisation and process are designed to prevent any conflicts of interest.

The Human Resources and Remuneration Committee uses the studies conducted by an independent consultancy firm

These studies were based on an international panel of leading global companies, which serves as a benchmark for comparative remuneration studies.

Executive corporate officer

This panel is made up of a range of leading global French and international companies that operate in similar markets and are L'Oréal's direct competitors in the cosmetics sector, or operate in the wider consumer goods, luxury or pharmacy markets for all or a portion of their business activities.

The panel applicable comprised executive corporate officers from the following 12 companies:

Executive corporate officer
PANEL SELECTED FOR ANALYSIS OF THE POSITIONING OF THE REMUNERATION FOR THE CHIEF EXECUTIVE OFFICER
Beiersdorf Colgate Palmolive EssilorLuxottica Estée Lauder
GSK Henkel Kering LVMH
Novartis PepsiCo Procter & Gamble Unilever

The panel is used to assess the competitiveness and structure of the Chief Executive Officer’s total remuneration in 2025 compared with the most recent remuneration packages published by the companies in the panel.

It should be noted that the Company's remuneration policy, especially that in place for senior executives, aims to position their annual cash remuneration between the median and the third quartile.