31 March 2021: Draft of articles of association submitted to the approval of the General Meeting of 20 April 2021 (PDF 235.74 KB)

Updated on December 31st, 2020

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Incorporated in France as a "Société Anonyme" with a share capital of 111 974 316.00 euros Headquarters: 41, rue Martre, 92117 Clichy - France Registered office: 14, rue Royale, 75008 Paris - France 632 012 100 R.C.S. Paris

Updated on December 31st, 2020

Table of contents

Title I - Legal form - Corporate purpose - Corporate name
Registered office - Term	page	2
ART.	1	Legal form of the Company		2
ART.	2	Corporate purpose		2
ART.	3	Corporate name		3
ART.	4	Registered office		3
ART.	5	Term		3
Title II - Share capital - Shares		3
ART.	6	Share capital		3
ART.	7	Shares		4
Title III - Management of the Company		4
ART.	8	Board of Directors		4
ART.	9	Deliberations of the Board of Directors		5
ART.	10	Powers of the Board of Directors and of the Chairman		6
ART.	11	General Management		6
Title IV - General Meetings		7
ART.	12	General rules		7
ART.	13	Extraordinary General Meetings		8
Title V - Accounts and allocation or distribution of profits		9
ART.	14	Annual accounts		9
ART.	15	Allocation or distribution of profits		9
Title VI - Disputes			10
ART.	16	Disputes		10

Free translation for convenience only. In case of any discrepancy between the French and the English versions, the French version shall prevail.

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TITLE I

Legal form - Corporate purpose - Corporate name - Registered office -Term

ARTICLE 1 There exists, between the owners of the shares forming the share capital as indicated in Legal form of the Company article 6 below and of all the shares that may be subsequently created, a "Société

Anonyme" (the "Company").

ARTICLE 2 The Company's corporate purpose, both in France and/or at any other location Corporate purpose anywhere throughout the entire world, without any territorial restrictions whatsoever

on its business activity, shall be as follows:

• the manufacturing and the sale of cosmetics products in general, including (without limitation) products intended for hair and skin protection, treatment and embellishment, using all methods, perfume and hygiene products, including depilatory products, toothpastes and/or other products;
• the manufacturing and the sale of all devices intended for the same uses as the products listed above;
• the manufacturing and the sale of all household maintenance products;
• the manufacturing and the sale of all products and articles relating to feminine and/or child hygiene;
• the manufacturing and the sale of all jewelry, fashion decoration and/or garment articles and, in general, all articles and accessories relating to the embellishment of human beings;
• the demonstration and the advertising of such products, articles and devices, as well as the professional training of technicians to present and/or to use them;
• the following accessory operations: the manufacturing of packing crates and/or of all cardboard boxes and packaging articles, the printing of all papers and the reproduction of all documents by all methods, the making and the production of technical and/or advertising short films;
• the manufacturing and the sale of miscellaneous products and articles that it could be useful to exploit in all countries, under manufacturing trademarks belonging to the Company, and initially filed in relation to the corporate purposes first listed above;
• all import and export transactions with all countries that involve products referred to above, and all other products, irrespective of whether or not they feature the Company's manufacturing trademarks;
• the creation and the acquisition, the acceptance of a lease, the exploitation and the sale of all industrial and commercial establishments relating to such corporate purpose;
• the filing and the acquisition of all patents, licenses, processes and manufacturing trademarks, their exploitation, their assignment and/or their contribution, the granting of all exploitation licenses, the procurement of all licenses, their exploitation, their confirmation and/or their retrocession;
• the purchase and the sale, the enhancement of the value and the exploitation, in any form whatsoever, of all plots of land and buildings in France and/or at any other location, as well as the erection of all structures (where necessary);
• and, by extension, all diversification transactions made in the Company's interest, in all fields of activity, whatever the nature thereof, and whether directly or indirectly performed;

• all commercial, industrial, financial, movable property and/or real property

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transactions directly or indirectly relating to the corporate purposes set forth above, and/or to any similar or related corporate purposes, or that could serve to promote and/or to develop the Company's business operations, whether on its own behalf or on behalf of third parties, in joint ventures or in associations, under any form whatsoever;

• the participation, pursuant to group policy, in cash management operations in accordance with Article 12-3 of the loi bancaire (Banking Law of 1984) whether as chef de file (manager) or not, either under the form of centralised cash management, centralised management of exchange rate risk, payments clearing within the group (netting), or by any other means authorised by applicable laws;
• and the Company's direct or indirect involvement in all transactions such as those listed above, by means of the creation of companies, the contribution to pre-existing companies, the merger or the alliance with such companies, the conveyance or the lease to companies and/or to any and all other persons, of all or part of its assets and rights (involving either movable property or real property), the subscription, the purchase or the sale of corporate securities and rights, interests in limited partnerships, advances, loans or otherwise.

ARTICLE 3 The Company's corporate name shall be: "L'ORÉAL."

Corporate name

ARTICLE 4 The registered office shall be located in Paris:

Registered office L'Oréal, 14, rue Royale, 75008 Paris, France.

ARTICLE 5 The Company's term shall be ninety-nine years, which began to run on January 1st 1963 Term and which shall thus expire on December 31st 2061, except in the event of early

dissolution or of extension, as provided for in these Articles of association.

TITLE II

Share capital - Shares

ARTICLE 6 § 1 - The share capital is set at 111 974 316.00 euros divided up into 559 871 580 shares Share capital of 0.2 euro for each, fully paid up.

• 2 - Share capital increases are validly consummated notwithstanding the existence of fractional shares, and those shareholders who do not hold the exact number of subscription rights or allocation rights necessary to obtain the issuance of a whole number of new shares shall be personally responsible for any acquisitions or transfers of rights that may be necessary.
• 3 - In addition, upon a proposal submitted by the Board of Directors, the General Meeting can resolve, under the conditions determined by it, a decrease in the share capital, either by a reduction in the par value of the shares, or by a reduction in the number of such securities. In the latter case, and in order to permit the exchange of the existing securities against the new securities, the shareholders are required to transfer or to acquire any excess or insufficient shares they may hold that would result in fractional securities.

ARTICLE 7 The Company is entitled, subject to the legal and statutory requirements in force, to ask Shares at any time, in exchange for remuneration at its expense, the organisation in charge of clearing the securities to indicate, as the case may be, the name or company name, the nationality, the year of birth or year of incorporation and the address of holders of

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shares which immediately or ultimately confer on them a voting right in its own Shareholders' Meetings, and the type of securities held by them, and if applicable the restrictions which may apply to the securities.

Any person, acting alone or in concert, who comes to hold, directly or indirectly, a number of shares or voting rights representing a fraction of the share capital or voting rights, taking into account equivalent securities under the meaning of Article L. 233-9 of the French Commercial Code, equal to 1% or a multiple of this percentage, and lower than 5%, must inform the Company of the total number of shares, voting rights and securities giving access to the share capital that it holds, as well as of equivalent securities under the meaning of Article L. 233-9 of the French Commercial Code, within a period of five trading days, from the date of the threshold crossing, pursuant to the notification and content conditions stipulated by the legal and regulatory provisions applicable to declarations of legal threshold crossings, and, notably by declaring the information that must be provided when a legal threshold is crossed to the French Financial Markets Authority (AMF), in accordance with its General Regulations. Such notice must also be given to the Company when a shareholder's ownership falls below one of the thresholds set forth above.

If not disclosed in accordance with the conditions stipulated by law or by the Articles of Association, the shares of the offending shareholder exceeding the fraction which should have been disclosed are deprived of voting rights, in accordance with the conditions stipulated in the French Commercial Code, if during a General Meeting the failure to disclose is noted and if one or more shareholders together holding at least 5% of the share capital so request during said meeting.

Securities may be transmitted freely inter vivos or by devolution on death.

For all Meetings, the voting right is held by the usufructuary. However, for the shares that are the subject of a gift with reservation of beneficial ownership in accordance with the provisions of Article 787 B of the French Tax Code, the beneficial owner's voting right is limited to the decisions concerning the allocation of profits.

All shares that compose or will compose the share capital will be placed on an equal footing with each other at all times as regards tax charges, so that the shares, without distinction, give entitlement to payment of the same net sum in any payment or reimbursement made for the duration of the Company or on its liquidation. This will apply in particular to all tax deductions, even if the tax base and the amount are not the same for all shares; in this case, the deduction must be applied to all shares without distinction for the same amount.

Whenever it is necessary to own several shares in order to exercise any right, single shares or a number of shares below the required number give no rights to their owners against the Company, as shareholders should in this case make it their business to group together the necessary number of shares.

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