2 Agreements submitted to the approval of the Annual General Meeting Agreements authorized and entered into during the year Pursuant to Article L.225-40 of the French Commercial Code, the following agreement entered into during the year and previously authorized by the Board of Directors, has been brought to our attention. Agreement relating to the buyback by L’Oréal of its own shares from Nestlé Persons concerned: • Nestlé S.A., a shareholder of your company with over 10% voting rights; • Paul Bulcke , director of your Company and Chairman of the Nestlé S.A. Board of Directors Furthermore, Béatrice Guillaume-Grabisch , director of your Company and employee of Nestlé, did not take part in the deliberations and the vote due to a potential conflict of interest within the meaning of the AFEP/MEDEF code and the Board of Directors’ internal regulations. Nature and purpose On 5 November 2021, your Board of Directors decided, at the recommendation of a special committee mostly comprising independent directors, to voluntarily appoint Cabinet Ledouble as independent expert in connection with the planned buyback of its own shares held by Nestlé. The independent expert concluded that, from a financial perspective, the buyback price was fair for your Company and its shareholders, the transaction would not affect L’Oréal’s financial balances and investment capacity and the transaction conducted in your Company’s interest would be accretive for its shareholders and accounted for as a regulated agreement. The special committee reported on the expert’s work and submitted its recommendations to the Board. On 7 December 2021, your Board of Directors, having familiarized itself with the conclusions of the independent expert’s report and the special committee’s recommendations, unanimously authorized the conclusion, between your Company and Nestlé, of a L’Oréal share buyback agreement. The directors concerned did not take part in either the deliberations or the vote (1) . Terms and conditions This agreement , concluded at the close of the Board of Directors’ meeting of 7 December 2021, involved the buyback from Nestlé of 22,260,000 L’Oréal shares representing 4% of its share capital and voting rights as of 30 November 2021. The unit price of each repurchased L’Oréal share was €400, representing a total price paid of €8,904,000,000. The share buyback transaction was performed under the 16th resolution voted by the Combined Annual General Meeting of 20 April 2021, via an off-market block purchase, financed by L’Oréal’s available cash in the amount of €4.5 billion and bank loans for the remainder. On 15 December 2021, the repurchased shares were earmarked for cancellation. On 9 February 2022, your Board of Directors canceled, with effect as of 10 February 2022, the 22,260,000 L’Oréal shares pursuant to the Board of Directors’ decisions of 7 December 2021. Reasons justifying the agreement is in the Company’s interest: Your Board of Directors considered that this transaction with Nestlé represented a new strategic phase in boosting the stability of L’Oréal’s shareholding structure, in the interest of your Company and all its shareholders, since it will help optimize your Company’s balance sheet by benefiting from excellent financing conditions and maintaining substantial financial leeway to secure the Group’s future development. Furthermore, your Board of Directors deemed that the transaction will also have a full-year accretive impact of over 4% on L’Oréal net earnings per share. Agreements previously approved by the Annual General Meeting Previously approved agreements that remained in force during the year Pursuant to Article R.225-30 of the French Commercial Code, we have been informed that the following agreement, previously approved by Annual General Meetings of prior years, has remained in force during the year. (1) Furthermore, Françoise Bettencourt Meyers, Jean-Victor Meyers and Nicolas Meyers did not attend the Board of Directors’ meetings and therefore did not take part in the discussions and voting of any deliberations on this buyback of shares and their subsequent cancellation. L ’ ORÉAL I UNIVERS AL REGISTRATION DOCUMENT 2021 129 CORPORATE GOVERNANCE Statutory auditors’ special report on regulated agreements