2025 Universal Registration Document

8. General Meeting

This amount is calculated on the basis of the number of shares forming the capital at 31 December 2025 and will be adjusted to reflect:

  • the number of shares issued between 1 January 2026 and the payment date of this dividend following the full vesting of new free shares granted and giving rights to said dividend; and
  • the final number of shares eligible for the preferential dividend, taking into account sales or transfers to a bearer account between 1 January 2026 and the dividend payment date.

The General Meeting therefore sets the ordinary dividend at €7.20 per share and the preferential dividend at €7.92 per share. The preferential dividend will be granted to the shares held in registered form since 31 December 2023 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 the share capital for any one shareholder. The ex-dividend date for the dividends (both ordinary and preferential) will be 29 April 2026 at 00:00 hours (Paris time) and they will be paid on 4 May 2026.

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 cases, the dividend is eligible for the tax deduction provided for in Article 158 3.2° of the French 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 Tax Code, for the last three financial years:

  2022 2023 2024
Ordinary dividend per share

Ordinary dividend per share

2022

€6.00

Ordinary dividend per share

2023

€6.60

Ordinary dividend per share

2024

€7.00

Preferential dividend per share

Preferential dividend per share

2022

€0.60

Preferential dividend per share

2023

€0.66

Preferential dividend per share

2024

€0.70

Resolutions 4, 5, 6, 7 and 8: Offices of Directors
EXPLANATORY STATEMENT
1 Composition of the Company’s Board of Directors at 31 December 2025

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 useful assets that contribute to the preparation and conduct of the Board of Directors’ discussions and 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, 69, joined the 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 from 2011 to 2021. Since 1 May 2021, Jean‑Paul Agon has been the Chairman of the Board of Directors. Jean-Paul Agon has been a Director of L’Oréal since 2006 and is the Chairman of the Strategy and Sustainability Committee. Jean-Paul Agon is also the Chairman of the L’Oréal Corporate Foundation.

Nicolas Hieronimus, 61, joined the Group in 1987 and was appointed Marketing Director of Laboratoires Garnier in 1993. After an international career as a General Manager 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 President of Selective Divisions (Luxe, Active Cosmetics, Professional Products). He was appointed Deputy Chief Executive Officer 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 and is also Chairman of the L’Oréal Fund for Women and Director of the L’Oréal Corporate Foundation.

Jean-Victor Meyers, 39, son of Françoise Bettencourt Meyers and Jean-Pierre Meyers, has been a member of the Supervisory Board of the family-owned holding company Téthys since January 2011 and member of the Supervisory Board of the investment subsidiary Téthys Invest. Jean-Victor Meyers has been a Director of L’Oréal since 2012 and Vice-Chairman of the Board of Directors since 2025. Jean-Victor 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, 71, a Belgian and Swiss national, pursued an international career at the highest level within the Nestlé group, holding various positions in Europe and Latin America. Then, in 2004, he was appointed Executive Vice President and Region Director for the Americas of Nestlé SA before becoming Chief Executive Officer of Nestlé SA from 2008 to 2016. Paul Bulcke served as Chairman of the Board of Directors of Nestlé from 2017 until 1 October 2025. He was a Director of L’Oréal from 2012 to June 2014 and then again since 2017. Paul Bulcke has been Vice-Chairman of the Board of Directors since 2017, and is a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee.