2025 Universal Registration Document

At 31 December 2025, the Nominations and Governance Committee comprised 50% independent Directors. The Committee is chaired by Patrice Caine, an independent Director.

The composition of the Nominations and Governance Committee (i) reflects the balance of the Board of Directors' composition, in particular the composition of Directors from or related to long-term shareholders, and (ii) contributes to the effectiveness of this Committee's work. All of the members of the Nominations and Governance Committee participate in its work, and there is a strong sense of commitment and total freedom of judgement within the Committee.

The composition of this Committee, and in particular the proportion of independent Directors, is reviewed annually to ensure optimal governance in the best interests of all shareholders and taking into account L'Oréal's specific characteristics. France's Haut Comité de Gouvernement d'entreprise⁽¹⁾ states in its Implementation Guidance (revised version of 2025) that, provided the recommendations that have not been applied and the corresponding explanations are disclosed, “when the Chairman of the committee is independent, the presence of 50% independent directors instead of a majority is a relevant explanation justifying a departure from the Code's recommendation”.

The Board of Directors considered that the objective of the AFEP-MEDEF Code's recommendations could be fully achieved by maintaining the suspension of the employment contract and clearly separating the benefits related to the employment contract from those tied to corporate office.

This position of the Board applies to the current office of Nicolas Hieronimus as Chief Executive Officer and, in the future, to any new executive officer appointed who has over 15 years of service in the Group at the time of appointment. L'Oréal's ongoing policy has been to appoint employees who have been very successful in the various stages of their career in the Group as corporate officers.

This is reflected in Nicolas Hieronimus' appointment as Chief Executive Officer from 1 May 2021, after a very successful career in the Group over the previous 34 years. The Board of Directors noted that if, in accordance with the AFEP‑MEDEF recommendation, his employment contract with L'Oréal were to be terminated, Nicolas Hieronimus would lose the status he acquired as a result of the 34 years he spent working for the Group as an employee.

The French Financial Markets Authority (AMF), in its Recommendation 2012-02 last updated on 14 December 2023, considers that a senior executive's length of service as a company employee and their personal situation may justify maintaining their employment contract if the company provides explanations adapted to the individual situation of each executive (length of service and description of the benefits granted under the employment contract).

In respect of the employment contract, pursuant to the provisions of the National Collective Bargaining Agreement for the Chemical Industries and in the event of termination of the employment contract, the indemnity due in consideration of the non-compete clause would be payable monthly for two years on the basis of two thirds of the monthly fixed remuneration attached to the suspended employment contract unless Hieronimus were to be released from application of the clause. This clause does not apply in the event of voluntary retirement or compulsory retirement on the Company's initiative: no consideration for non-competition would be paid in such a situation.