EUR 1000.00 For Business Accounts Only

L'Oréal – AGM 30 June 2020

ITEMS 4, 5, 6 and 7: The Board proposes the appointment of Ilham Kadri (CEO of
Solvay) and Nicolas Meyers (son of Françoise Bettencourt) to the Board. While Ms
Kadri's arrival on the Board does not raise any concern, in the case of Mr Meyers, the
fact that the Board does not comprise a majority of independent directors does not
allow us to support his candidacy (as do the renewals of Ms Guillaume-Grabish and Mr
Jean-Victor Meyers).
 
ITEMS 8, 9 and 10: The Company still does not disclose the objectives of the financial
criteria for the 2019 bonus that were to be achieved, for reasons of confidentiality.
While this argument could possibly be heard in the context of an a priori disclosure of
objectives, in the context of a past financial year, it remains entirely debatable, if not
inadmissible. Similarly, in the context of long-term compensation, the company does
not disclose the objectives to be achieved either a priori (in the case of performance
shares granted) or a posteriori (in the case of vested shares). For these reasons, but
also in view of the amounts involved (€9.8 million), we do not support resolution 9.
For 2020, the compensation policy (before waiver) is strictly identical to that of 2019; it
therefore presents no positive change and still includes the same weaknesses
(potentially excessive amounts and potential vesting of performance shares in case of
underperformance). In view of the aforementioned reservations, ECGS recommends a
new remuneration policy. The rejection of the remuneration report in resolution 8
seems to be the most effective way to advocate this since it would oblige the board of
directors to do so while suspending their remuneration upon its adoption. At the same
time, the rejection of item 10 (remuneration policy) would have no legal impact. Thus,
we support item 10 (as no negative change has been made), and recommend to oppose
item 8.