2025 Universal Registration Document

EXPLANATORY STATEMENT

The General Meeting is called to approve the remuneration of the Company’s Directors and corporate officers for 2025 (ex post vote).

The General Meeting must vote every year on the remuneration granted or paid during the financial year ended to Directors and corporate officers of the Company.

This ex post vote covers two series of resolutions: one concerning all Directors and corporate officers, i.e., for L’Oréal, the Directors, the Chairman of the Board of Directors and the Chief Executive Officer; and the other concerning only the corporate officers of the Company, i.e., for L’Oréal, the Chairman of the Board of Directors, Jean-Paul Agon, and the Chief Executive Officer, Nicolas Hieronimus.

Therefore, the shareholders are called, by the vote on the tenth resolution, to approve the information on the remuneration of each of the Company’s aforementioned Directors and corporate officers for 2025 as required by Article L. 22-10-9, I of the French Commercial Code. This information is provided in section 2.4.2 of the 2025 Universal Registration Document.

By the vote on the eleventh resolution, the shareholders are called to approve the fixed and variable components of the total remuneration and benefits paid during 2025 or allocated for that year to Jean-Paul Agon, Chairman of the Company’s Board of Directors, pursuant to Article L. 22-10-34, II of the French Commercial Code. This information is provided in section 2.4.2.3 of the 2025 Universal Registration Document and is summarised in the following table ("Summary table of the components of remuneration paid in 2025 or allocated for that financial year to Jean-Paul Agon, Chairman of the Board of Directors").

By the vote on the twelfth resolution, the shareholders are called to approve the fixed and variable components of the total remuneration and benefits paid in 2025 or allocated for that year to Nicolas Hieronimus, the Company’s Chief Executive Officer, pursuant to Article L. 22-10-34, II of the French Commercial Code. This information is provided in section 2.4.2.2 of the 2025 Universal Registration Document and is summarised in the following table ("Summary table of the components of remuneration paid in 2025 or allocated for that financial year to Nicolas Hieronimus, Chief Executive Officer").

The General Meeting is also called to approve the remuneration policy for the Company’s Directors and corporate officers (ex ante vote).

In the thirteenth to fifteenth resolutions, the General Meeting is asked to approve, pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, the remuneration policies for the Company’s Directors and corporate officers. These policies shall apply as from financial year 2026 until the General Meeting approves a new remuneration policy.

The provisions of these remuneration policies introduced by the Board of Directors are set out in section 2.4.1 of the 2025 Universal Registration Document. Shareholders are called to approve separately:

• by the vote on the thirteenth resolution, the remuneration policy for Directors of the Company introduced by the Board of Directors. This policy includes a change in the variable portion of remuneration for the members of the Audit Committee, which has seen an increase in the frequency of its meetings (see section 2.4.1.1 of the 2025 Universal Registration Document). This new policy is conditional on the approval of the ninth resolution setting the total maximum amount allotted to Directors as remuneration for their office. This new policy would apply at the end of the General Meeting;
• by the vote on the fourteenth resolution, the remuneration policy for the Chairman of the Board of Directors presented in the Report of the Board of Directors. This policy is identical to the remuneration policy for Directors approved at the General Meeting of 29 April 2025 and is set out in section 2.4.1.2.2 of the 2025 Universal Registration Document; and
• by the vote on the fifteenth resolution, the remuneration policy for the Chief Executive Officer. The change envisaged compared with the remuneration policy approved at the General Meeting of 29 April 2025 is described in section 2.4.1.2.1 of the 2025 Universal Registration Document and summarised in section 2.4.1. of the 2025 Universal Registration Document.