The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, resolves to set the total maximum amount allotted to directors as remuneration for their office at €2,000,000 for the current financial year and for each subsequent year until a new resolution is made.
Explanatory statement
The Annual General Meeting is called to approve the remunerations of the Company’s directors and corporate officers for 2024 (ex post vote).
The Annual 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 eleventh resolution, to approve the information on the remuneration of each of the Company’s aforementioned directors and corporate officers for 2024 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 2024 Universal Registration Document.
By the vote on the twelfth resolution, the shareholders are called to approve the fixed and variable components of the total remuneration and benefits of any kind paid during 2024 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 2024 Universal Registration Document and is summarised in the following table ("Summary table of the components of remuneration paid in 2024 or allocated for that financial year to Jean-Paul Agon, Chairman of the Board of Directors").
By the vote on the thirteenth resolution, the shareholders are called to approve the fixed and variable components of the total remuneration and benefits of any kind paid in 2024 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 2024 Universal Registration Document and is summarised in the following table ("Summary table of the components of remuneration paid in 2024 or allocated for that financial year to Nicolas Hieronimus, Chief Executive Officer").
The Annual General Meeting is also called to approve the remuneration policy for the Company’s directors and corporate officers (ex ante vote).
In the fourteenth to sixteenth resolutions, the Annual 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.
The provisions of these remuneration policies introduced by the Board of Directors are set out in section 2.4.1 of the 2024 Universal Registration Document. Shareholders are called to approve separately:
