2024 universal registration document

3. Composition of the Board of Directors after the Annual General Meeting of 29 April 2025

3.1. Independence of Directors

Every year the Nominations and Governance Committee proposes to the Board of Directors that the situation of each of the Directors with regard to their independence be reviewed on a case-by-case basis according to the criteria set out in the AFEP-MEDEF Code.

The review of the independence of these Directors was carried out by the Board of Directors on the basis, in particular, of a study of the relationships existing between the Company and the companies in which the Directors hold offices.

If the Annual General Meeting approves the appointments and re-appointments that are proposed by the Board of Directors, the number of Independent Directors will be eight out of fifteen, i.e. an independence rate of 53% (the two Directors representing the employees are not taken into account pursuant to the AFEP-MEDEF Code).

3.2. Balanced gender representation on the Board of Directors

If the Annual General Meeting approves the appointments and re-appointments submitted to it, the number of women in the Board of Directors will be six out of the 15 Directors appointed by the Annual General Meeting, i.e. a percentage representation of women of 40%.

3.3. Length of office and minimum number of shares held

The term of office of the Directors appointed by the Company’s Annual General Meeting is four years or less to allow a scheduled renewal of the terms of office of Directors. The term of office of a Director who is not appointed by the Annual General Meeting is four years.

Directors appointed by the Annual General Meeting must each hold a minimum of 250 L’Oréal shares: at least 125 shares on the date of their appointment by the Annual General Meeting and the balance no later than 24 months after their appointment (see section 3.7 of the Internal Rules of the Board of Directors, which appears in section 2.3.6. of the 2024 Universal Registration Document).

3.4. Available time

The Board of Directors has also verified that the Directors put forward for appointment or re-appointment have the necessary available time to carry out their duties, and that the number of directorships they hold outside the Company complies with the rules of the French Commercial Code and the AFEP-MEDEF Code. The Board will remain vigilant of the available time of its Directors, particularly those holding directorships in other listed companies.

3.5. Summary of the composition of the Board of Directors after the Annual General Meeting of 29 April 2025

If the Annual General Meeting approves the proposed appointments and re-appointments, the Board of Directors will comprise 17 Directors, i.e., 15 Directors appointed by the Annual General Meeting and 2 Directors representing the employees.