NOTICE OF MEETING 2017 COMBINED GENERAL MEETING · OF MEETING 2017 COMBINED GENERAL MEETING ... 20 Amendment of Articles 12 and 14 of the by-laws related to the conditions for

Thursday, May 11, 2017 – 10:45 a.m.

Maison de la Mutualité24, rue Saint-Victor75005 ParisFrance

N OTICE OF MEET ING

2017 COMBINED GE N E RAL M EET ING

(ORDINARY AND EXTRAORDINARY)

Table of Contents

1 CHAIRMAN’S MESSAGE. PAGE 1

2 AGENDA PAGE 2

3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? PAGE 4

4 HOW TO FILL IN THE VOTING FORM? PAGE 8

5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS PAGE 9

6 ESSILOR IN 2016 PAGE 49

7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA PAGE 53

8 GOVERNANCE PAGE 55

9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY PAGE 60

10 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS PAGE 64

11 REQUEST FOR DOCUMENTS AND INFORMATION PAGE 65

FOR ANY INFORMATIONEssilor:

Investor Relations and Financial Communications Department

• Postal address: 147, rue de Paris – 94220 Charenton-le-Pont – France

• Phone number: +33 (0)1 49 77 42 16

• E-mail address: [email protected]

Centralising bank: Société Générale

• Postal address: Société Générale – Service des Assemblées – CS 30812 –

44308 Nantes Cedex 03 – France

• Phone number: Monday to Friday, from 8:30 a.m. to 6:00 p.m.*:

+33 (0) 251 856 789 (tariff in eff ect depending on your country)

DEADLINES TO REMEMBERMarch 29: Publication of the preliminary notice of meeting

in the Bulletin des Annonces Légales Obligatoires (BALO)

April 20 – 9:00 a.m.*: Launch of the dedicated secure voting website available

to the shareholders prior to the Meeting

May 7: Deadline for Société Générale to receive the voting form

by regular mail

May 9: Deadline for shareholders to be registered in the securities

account to participate in the Shareholders’ Meeting (record date)

May 10 - 3:00 p.m.*: Shutdown of the dedicated secure voting website available

to the shareholders prior to the Meeting

May 11 – 10:45 a.m.*: Combined General Meeting at the Maison de la Mutualité in Paris

TO GET TO THE MAISON DE LA MUTUALITÉ IN PARISPlease refer to the access map available on the last page of the document.

* CEST.

12017 COMBINED GENERAL MEETING/ESSILOR

1 CHAIRMAN’S MESSAGE

Dear Sir or Madam, Dear Shareholder,

We are pleased to invite you to attend Essilor’s Combined General

Meeting which will be held on Thursday, May 11, 2017 at 10:45 a.m.

at the Maison de la Mutualité in Paris.

This meeting is a privileged moment for Essilor to provide

information and engage in dialogue with its shareholders.

It is an opportunity to present you the Company's developments, our

results for 2016, as well as our strategy and outlook for the future.

In 2016, Essilor continued to provide an ever-growing number

of solutions for unmet visual needs by pursuing a strategy of

expanding its scope of operations in corrective lenses, sunwear and

online sales. This strategy, which is based on innovation, consumer

marketing and partnerships, led to the launch of many new products

and about €209 million of investment in media spend to build greater

awareness of the Group’s brands among consumers.

This year, the General Meeting is an historic moment for the

Company. Essilor and Delfi n, the majority shareholder of Luxottica

Group, announced on January 16, 2017 the signing of an agreement

designed to create an integrated global player in the eyewear

industry with the combination of Essilor and Luxottica. Intended to

answer the growing needs in visual health, the new group would

propose a comprehensive off ering combining a strong brand

portfolio, global distribution capabilities and complementary

expertise in prescription lenses, prescription frames and

sunglasses. This combination, at the heart of which the respect

for corporate cultures and common values is key, is part of our

mission to improve the vision of 7.4 billion people worldwide.

During this Meeting, you will be asked to vote on resolutions

relating to this combination. Thus, you will fi nd in this document

all the relevant information for the General Meeting, including the

agenda as well as the instructions to participate in the meeting.

I thank you for your trust and for the attention you will surely pay to

the proposed resolutions which are submitted to your approval and

presented in this document. I look forward to seeing you on May 11.

Hubert SAGNIÈRES

Chairman and Chief Executive Offi cer of Essilor International

CHAIRMAN'S MESSAGE

2 2017 COMBINED GENERAL MEETING/ESSILOR

2 AGENDA

AGENDA

For the ordinary meeting

1 Approval of the 2016 parent Company fi nancial statements

2 Approval of the 2016 consolidated fi nancial statements

3 Allocation of earnings and setting of the dividend

4 Agreements falling within the scope of Article L.225-38 of the French Commercial Code

5 Ratifi cation of the cooptation of Ms. Jeanette WONG as Director

6 Renewal of the Director's term of offi ce of Mr. Philippe ALFROID

7 Renewal of the Director's term of offi ce of Ms. Juliette FAVRE

8 Renewal of the Director’s term of offi ce of Mr. Yi HE

9 Renewal of the Director's term of offi ce of Mr. Hubert SAGNIÈRES

10 Appointment of Mr. Laurent VACHEROT as a new Director

11 Approval of the undertakings referred to in Article L.225-42-1 of the French Commercial Code relating to the severance payment

granted to Mr. Hubert SAGNIÈRES, Chairman and CEO, in some cases of the termination of his ' employment contract

12 Approval of the undertakings referred to in Article L.225-42-1 of the French Commercial Code relating to the severance

payment granted to Mr. Laurent VACHEROT, President & Chief Operating Offi cer, in the event that his employment contract

is terminated under certain conditions

13 Advisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman of the Board and Chief

Executive Offi cer, in respect of the 2016 fi nancial year

14 Advisory vote on the compensation components due or awarded to Mr. Laurent VACHEROT, President & Chief Operating Offi cer

15 Approval of the compensation policy applicable to the E xecutive Board O ffi cers

16 Increase of the Directors’ fees

17 Board authorization to proceed with the purchase of the Company’s own ordinary shares

For the extraordinary meeting

18 Delegation of power granted to the Board of Directors for the purposes of deciding a capital increase by issuance of shares

reserved for members of a Company Savings Plan (French Plans d’Epargne d’Entreprise or “PEE”), with cancellation of

preferential subscription rights of shareholders

19 Delegation of power granted to the Board of Directors for the purposes of deciding a capital increase reserved for the

benefi t of employees or certain categories of employees of foreign subsidiaries, with the cancellation of shareholders’

preferential subscription rights, in the context of an employee shareholding transaction


2 AGENDA

Resolutions on the approval of the contemplated combination between Essilor International and Luxottica

For the extraordinary meeting

20 Amendment of Articles 12 and 14 of the by-laws related to the conditions for appointing Directors representing employees

and the term of offi ce of Directors

21 Amendment of the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n to Essilor International

22 Approval of the contribution (subject to the apport-scission regime) by Delfi n to Essilor International and of the delegation

of powers conferred to the Company’s Board of Directors for the implementation of said contribution

23 Delegation of authority to be conferred to the Board of Directors to decide the capital increase of Essilor International

through the issuance of shares without preferential subscription rights, as consideration for the shares tendered to the

mandatory exchange off er initiated by Essilor International

24 Approval of the contribution (subject to the apport-scission regime) of all (or substantially all) activities and equity interests

of Essilor International to a wholly owned subsidiary, Delamare Sovra, and delegation of powers to the Board of Directors to

implement the completion of such contribution

25 Amendment of Article 2 of the Company’s by-laws related to the corporate purpose (extension to holding company activities)

For the ordinary meeting

26 Appointment of Mr. Leonardo Del VECCHIO as Director

27 Appointment of Mr. Romolo BARDIN as Director

28 Appointment of Mr. Giovanni GIALLOMBARDO as Director

29 Appointment of Ms. Rafaella MAZZOLI as Director

30 Appointment of Mr. Francesco MILLERI as Director

31 Appointment of Mr. Gianni MION as Director

32 Appointment of Ms. Lucia MORSELLI as Director

33 Appointment of Ms. Cristina SCOCCHIA as Director

34 Appointment of Mr. Hubert SAGNIÈRES as Director

35 Appointment of Ms. Juliette FAVRE as Director

36 Appointment of Ms. Henrietta FORE as Director

37 Appointment of Mr. Bernard HOURS as Director

38 Appointment of Ms. Annette MESSEMER as Director

39 Appointment of Mr. Olivier PÉCOUX as Director

40 Powers to carry out legal formalities


3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?

HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?

A. FORMALITIES TO BE CARRIED OUT BEFORE PARTICIPATING IN THE MEETING

Shareholders wishing to attend the Meeting, to be represented

via proxy, or to vote by post or online, in accordance with

Article R.225-85 of the French Commercial Code, will have to

provide evidence of ownership of their shares by 12:00 a.m. CEST

on the second business day prior to the Meeting (i.e. 12:00 a.m.

CEST, Tuesday, May 9, 2017):

● For registered shareholders:

Through the listing of their shares on the Company registers held

by Société Générale.

● For bearer shareholders:

Through the accounting entry for their shares (in their name or, for

non-resident shareholders, in the name of the intermediary listed

for their account) in the securities account held by the banking or

fi nancial intermediary that manages it.

This accounting entry for the shares must be reported in an

attendance certifi cate issued by the authorized intermediary, and it

is this which establishes proof of their status as shareholders. The

attendance certifi cate issued by the authorized intermediary must

be attached to the postal voting form, the proxy, or the admission

card request and should be sent by the authorized intermediary to

the following address:

Société Générale

Service des Assemblées

CS 30812

44308 Nantes Cedex 03

France

B. WAYS OF PARTICIPATING IN THE MEETING

Only shareholders registered in the securities account on the following date may participate (1) in the Meeting:

Tuesday, May 9, 2017, 12.00 a.m. (CEST), i.e., midnight on Monday, May 8, 2017.

To PARTICIPATE (1), shareholders are requested to:

Return the voting

form by mail

The form must

be received by:

Sunday, May 7, 2017

See Instructions on page 8

OU

Vote online

Deadline:

Wednesday, May 10,

2017, 3:00 p.m.

See Instructions on page 6

Go online and select

“voting instructions”

If you decide to vote online, you must not send your paper voting

form back and vice-versa. The website will open on Thursday,

April 20, 2017 and give you the same options as the paper voting

form. You therefore have the options of:

• requesting and printing an admission card;

• giving a proxy to the Chairman of the Meeting or to any other

person of your choice (designating and revoking a proxy);

• voting on the resolutions.

Note : If you own Essilor International shares in more than one form (registered, bearer, or through the dedicated employee share

ownership fund i.e. “FCPE”), you will have to vote as many times as there are forms if you wish to cast all your voting rights.

(1) Participate: attend in person (request an admission card), vote remotely, give a proxy to the Chairman of the Meeting or any other person.



1. If you wish to attend the Meeting in person, you must request an admission card (by post or online)

1.1. If you are a registered shareholder

If you have not chosen to receive the notice of meeting by e-mail

and if you are registered for at least one month on the date of

the notice of meeting, you will receive the notice of meeting

accompanied by a specifi c form by regular mail. You may obtain

your admission card by fi lling out, signing and returning the form

to Société Générale, using the attached postage-paid return

envelope.

If you have not received your requested admission card by Tuesday,

May 9, 2017, please contact Société Générale to track its status:

by phone (Monday to Friday from 8:30 a.m. to 6:00 p.m. CEST):

+33 (0) 251 856 789 (tariff in eff ect depending on your country).

You can also request an admission card online. Connect to the

Sharinbox website www.sharinbox.societegenerale.com using

your user ID and the password that you should have received by

post when you opened your registered share account at Société

Générale. If you have lost your user ID or password, you can ask for

them to be resent by clicking on “Get your codes” on the website’s

homepage.

N.B.: Please note that the Combined General Shareholders’

Meeting of Essilor International will take place on May 11, 2017

after the Special Meeting of holders of shares with double

voting rights attached. If you hold shares with double voting

rights attached, you will receive a separate notice of meeting

by mail or e-mail (if you have selected an e-notifi cation) for

each of these Meetings. It is imperative that you request an

admission card for each of these Meetings. Each admission

card, which will be forwarded to you upon request, will have

a specifi c color code: blue for the admission card for the

Combined General Shareholders’ Meeting and orange for the

admission card for the Special Meeting.

1.2. If you are a bearer shareholder

You must contact the authorized intermediary holding your

securities account, stating that you would like to attend the

Meeting in person. The intermediary will send an attendance

certifi cate to Société Générale, acting for Essilor International.

If you have not received your admission card by May 9, 2017,

you will need to ask your intermediary to issue an attendance

certifi cate , which will enable you to prove your status as a

shareholder at this date to be admitted to the Meeting.

If the fi nancial intermediary managing your shares off ers

the access to the “Votaccess” online voting platform, you can

request an admission card online by connecting to your fi nancial

intermediary’s “Stock market” (“Bourse”) portal using your usual

login information. You will have to click on the icon displayed

on the line corresponding to your Essilor shares and follow the

instructions displayed on the screen to access the “Votaccess”

online voting platform and request the admission card.

1.3. If you hold shares through the dedicated employee share ownership fund i.e. “FCPE”

If you hold shares through the dedicated employee share ownership

fund i.e. “FCPE”, with direct voting rights, you can request an

admission card online. Connect to www.esalia.com (using your

usual login information) to access the “Votaccess” online voting

platform and print your admission card.

2. If you are not attending the Meeting in person, you can participate by appointing a proxy, or by voting by correspondence (post or online)

2.1. Appointing a proxy

● Either a designated proxy holder

If you have chosen to be represented by a proxy holder of your

choice , you may give notice of the appointment (1):

– by regular mail, either sent directly using the paper voting

form for registered shareholders or sent by the authorized

intermediary holding the securities account for bearer

shareholders. The notice must be received by Société

Générale by Sunday, May 7, 2017 at the latest;

– electronically, by connecting to the website www.sharinbox.

societegenerale.com (if you are a registered shareholder) or

to your fi nancial intermediary’s portal (if you are a bearer

shareholder and if the fi nancial intermediary managing

your shares has joined the “Votaccess” system and off ers

this service for this General Meeting), according to the

instructions described in the following box, by 3:00 p.m.

CEST, Wednesday, May 10, 2017 at the latest.

● Or without specifying any proxy holder

(representative)

You may notify us of your choice by mail or electronic means, as

described above. The Chairman of the Meeting will cast a vote in

favour of the adoption of the proposed resolutions presented or

agreed to by the Board of Directors and a vote against the adoption

of any other proposed resolutions.

(1) Pursuant to Article R.225-79 of the French Commercial Code, a proxy can be revoked (by the same process used for appointing a proxy holder).



HOW TO CONNECT AND GIVE VOTING INSTRUCTIONS VIA THE INTERNET

Essilor International makes a dedicated voting website available

to its shareholders prior to the Meeting, in accordance with the

provisions of Article R.225-61 of the French Commercial Code.

This secure website off ers the options to: request an admission

card, give a proxy to the Chairman of the Meeting or to any other

person of your choice, or vote on the resolutions.

The “Votaccess” online voting platform will be opened from

Thursday, April 20, 2017, 9:00 a.m., to Wednesday, May 10, 2017,

3:00 p.m. (CEST).

In order to avoid any overload of the voting website,

shareholders are advised not to wait until the last minute

before connecting to the site.

– If you are a registered shareholder:

Connect to the Sharinbox website www.sharinbox.

societegenerale.com using your user ID and the password

that you should have received by post when you opened

your registered share account at Société Générale. If

you have lost your user ID or password, you can ask for

them to be resent by clicking on “Get your codes” on the

website’s homepage.

Then follow the instructions under “Personal Information”

by clicking on the link under “Shareholders’ Meeting(s)”

under the heading “Current Operations”, then select the

Meeting concerned “Essilor’s Combined General Meeting of

May 11, 2017”. Having confi rmed or changed your personal

data, click on “Vote” under the heading “Your Voting Rights”

to gain access to the voting site.

– If you are a bearer shareholder:

If the fi nancial intermediary managing your shares has

joined the “Votaccess” system and off ers this service for

this General Meeting, you will have to connect to your

fi nancial intermediary’s portal, using your usual login

information. Then click on the icon which is displayed

on the line corresponding to your Essilor shares and

follow the instructions displayed on the screen to access

the “Votaccess” online voting platform. The access to

the “Votaccess” online voting platform may be subject

to specifi c terms of use according to your fi nancial

intermediary. Please contact your fi nancial intermediary

for further information.

– If you hold shares through the dedicated employee

share ownership fund i.e. “FCPE”, with direct voting

rights:

Connect to www.esalia.com (using your usual login

information) to access the “Votaccess” online voting

platform.

2.2. Voting by correspondence with your personal voting form or on the website

● Voting by post with the voting form

• If you are a registered shareholder:

You will receive your personal voting form by regular mail (unless

you have chosen to receive the notice of meeting by e-mail). The

duly completed and signed personal voting form will have to be

sent to Société Générale using the attached postage-paid return

envelope.

• If you are a bearer shareholder:

You must send your request for a postal voting form to your

fi nancial intermediary. When you have completed and signed the

form, the intermediary will be responsible for transmitting it to

Société Générale, accompanied by an attendance certifi cate.

Any request for the postal voting form will have to be received at

least 6 days before the Shareholders’ Meeting, i.e. no later than

Friday, May 5, 2017 .

In all cases, the duly completed and signed personal voting form,

accompanied by the attendance certifi cate for bearer shareholders,

will have to be received by Société Générale (at the address

indicated previously) at least three calendar days before the date of

the Shareholders’ Meeting, that is by Sunday, May 7, 2017 .

● Online voting on the resolutions

• If you are a registered shareholder: by connecting to the

website www.sharinbox.societegenerale.com

• If you are a bearer shareholder: by connecting to your

fi nancial intermediary’s portal (if the fi nancial intermediary

managing your shares has joined the “Votaccess” system

and off ers this service for this General Meeting).

See the instructions described in the following box.

N.B.: Registered shareholders holding Essilor shares with double voting rights attached, who would like to give online voting

instructions for the Special Meeting, to be held the same day, are invited to read the instructions given in the notice of meeting

dedicated to the Special Meeting.



3. Once you have cast your vote (by correspondence or proxy or by requesting your admission card or an attendance certifi cate to attend the Meeting)

• You may no longer select another way of participating in

the Meeting (Article R.225-85 of the French Commercial Code).

• But you can still sell all or some of your shares at any time.

However, if the sale occurs before Tuesday, May 9, 2017, 12:00 a.m.

CEST, the Company will invalidate or modify any vote cast remotely,

proxy, admission card, or attendance certifi cate, as the case may

be. In such cases, the authorized intermediary holding the account

will inform the Company or its registrar of the sale and transmit

the necessary information.

No sale or any other action taken or carried out after Tuesday, May 9,

2017, 12:00 a.m. CEST, by whatever means used, will be recorded

by the authorized intermediary or taken into consideration by the

Company, notwithstanding any agreement to the contrary.

C. HOW TO SUBMIT WRITTEN QUESTIONS AND FIND INFORMATION

1. Submitting written questions

In accordance with Article R.225-84 of the French Commercial

Code, any shareholder may submit written questions following the

publication of the preliminary notice of meeting in the Bulletin des

Annonces Légales Obligatoires (BALO)(1). These questions must be

sent to the Chairman of the Board of Directors, at the registered

offi ce of the Company either by registered letter with return receipt

requested or by e-mail to the following address: [email protected],

at the latest four business days prior to the date of the Shareholders’

Meeting (Thursday, May 4, 2017). They must be accompanied by an

attendance certifi cate in the case of bearer shareholders.

2. Finding information

Let us reduce CO2 emissions by printing less!

• Legal requirements give registered shareholders the option

of receiving their notice of meeting and/or documents for

the Shareholders’ Meeting by e-mail (e-notice). To select

this option, they simply need to connect to the Sharinbox

website, www.sharinbox.societegenerale.com (registered

asset management website) and tick the box “e-notice for

Shareholders’ Meetings ” in the menu “Personal Information ”.

• Registrations made after April 7, 2017 will be valid for future

Shareholders’ Meetings.

• All documents that must be made available to shareholders

in connection with the Shareholders’ Meetings will be

available at the registered offi ce of the Company, and, for

the documents specifi ed in Article R.225-73-1 of the French

Commercial Code, on the Company’s website at the following

address: www.essilor.com not less than 21 days before the

Meeting (that is, on Thursday, April 20, 2017).

• Shareholders who still wish to receive the documents for

this Shareholders’ Meeting by post, need to return the form

“Request for documents and information”, available on

page 65 .

D. NOTICE, PRIOR TO THE MEETING, OF PARTICIPATING LINKED TO TEMPORARY OWNERSHIP OF SHARES (SECURITIES LENDING)

Under law, any legal entity or individual (with the exception

of those described in paragraph 3, IV of Article L.233-7 of the

French Commercial Code) holding alone or together a number

of shares representing more than 0.5% of the Company’s voting

rights pursuant to one or several temporary transfers or similar

arrangements as described by Article L.225-126 of the French

Commercial Code is required to inform the Company and the

French Financial Markets Authority (AMF) of the number of shares

temporarily held by no later than midnight CEST on the second

business day preceding the Shareholders’ Meeting (on Tuesday,

May 9, 2017 at 12:00 a.m. CEST).

Declarations can be e-mailed to the Company at: [email protected].

Failing such declaration, any shares bought under any of the above

described temporary transfer arrangements will be deprived of

their voting rights at the relevant Shareholders’ Meeting and at

any subsequent Shareholders’ Meeting that may be held until the

shares are transferred again or returned.

The e-mail must include the following information:

• name or company name and contact person (name, position,

phone number, e-mail address);

• identity of the transferor (name or company name);

• nature of the arrangement;

• number of shares transferred under the arrangement;

• ISIN code of the shares listed on Euronext Paris;

• date and maturity date of the arrangement;

• voting agreement (if any).

The details received by the Company will be published on its website.

(1) Publication of t he preliminary notice of meeting in the Bulletin des Annonces Légales Obligatoires (BALO) on March 29, 2017 (available on the website www.essilor.com).


4 HOW TO FILL IN THE VOTING FORM?

HOW TO FILL IN THE VOTING FORM?

A

B1 B2 B3

STEP 1

Request an admission card

to attend the Meeting.

Vote on

the resolutions

by correspondence.

Give proxy

to the Chairman

of the Meeting.

Give your proxy

to an individual or entity

of your choice by indicating

their name and address.

or or or

STEP 3Return your form duly fi lled in and signed:

• if you are a registered shareholder: to Société Générale before Sunday, May 7, 2017, using the

attached postage-paid return envelope;

• if you are a bearer shareholder: to the authorised intermediary holding your securities account,

who will pass it on with an attendance certifi cate to Société Générale before Sunday, May 7, 2017.

STEP 2Date and sign regardless

of your choices.


5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS

PROPOSED RESOLUTIONS AND STATEMENT OF REASONS

Ordinary Resolutions

Resolutions 1 to 3Approval of the fi nancial statements, allocation of earnings and setting of the dividend

Resolutions 1 to 3 relate to the approval of:

• the corporate fi nancial statements for the fi nancial year ending on December 31, 2016;

• the consolidated fi nancial statements for the fi nancial year ending on December 31, 2016.

A proposal will be submitted to the General Meeting to set the dividend at €1.50 per share for the 2016 fi nancial year, i.e. an increase of 35.10% compared with the previous year . The dividend will be paid out on May 19, 2017 (ex-date May 17, 2017).

1 First resolutionApproval of the 2016 parent Company fi nancial statements

The General Meeting, having fulfi lled the required conditions for

quorum and majority voting for ordinary general meetings and

having reviewed the reports of the Board of Directors and the

general auditors’ report on the annual fi nancial statements for the

parent Company for the year ending December 31, 2016 showing a

result of €586,029,804.27 , approves the 2016 Company’s fi nancial

statements and the transactions refl ected in these statements or

summarized in these reports.

2 Second resolutionApproval of the 2016 consolidated fi nancial statements



having reviewed the reports of the Board of Directors and the

general auditors’ report on the consolidated fi nancial statements

for the year ending December 31, 2016 showing a net result of

€879,580 thousand , €812,405 thousand of which are attributable

to the Group, approves the 2016 consolidated fi nancial statements

and the transactions refl ected in these statements or summarized

in these reports.



This resolution covers the signing of the addendum providing for the suspension of Mr. Laurent VACHEROT’s employment contract, the granting of the severance payment and his

continued membership of the defi ned benefi t pension plan. These agreements are described in the Statutory Auditors’ special report

The Shareholders, having fulfi lled the quorum and majority

requirements for voting at o rdinary g eneral m eetings, and having

read the management report and the Statutory Auditors’ special

report on related-party transactions and agreements falling

within the scope of Article L. 225-38 of the French Commercial

Code, approve said report and the agreements referred to therein,

in accordance with said Article.

3 Third resolutionAllocation of earnings and setting of the dividend

The General Meeting, having fulfi lled the required conditions

for quorum and majority voting for ordinary general meetings,

allocates the earnings of the fi nancial year as follows:

€586,029,804.27:

Allocation of earnings for 2016

In €

Financial year earnings 586,029,804.27

Retained earnings 16,023,093.39

Allocated to legal reserves (36,922.70)

DISTRIBUTABLE TOTAL 602,015,974.96

Total dividend 324,692,341.50

• Statutory dividend 2,337,784.86

• Additional dividend 322, 354,556.64

Allocation to other reserves 260,000,000

Earnings brought forward 17,323,633.46

TOTAL 602,015,974.96

The Meeting grants the Board of Directors the necessary powers

to proceed with the payment of a dividend of € 1.50 per ordinary

share with a par value of €0.18, constituting the Company’s capital

and carrying dividend rights. This amount is calculated on the

basis of the number of Company shares at December 31, 2016 and

will be adjusted to refl ect the number of shares issued between

that date and the dividend payment date as a result of any share

subscription options which have been exercised and giving

entitlement to such dividend.

The dividend will be paid out on May 19, 2017.

In the event that the Company is holding some of its own shares,

the corresponding dividend amount not paid out will be allocated

to the retained earnings, as stipulated in Article L.225-210 of the

French Commercial Code.

As required by law, the amount of dividends distributed in respect

of the last three fi nancial years is as follows:

Financial years 2015 2014 2013

Dividend-bearing common shares 213,646,352 212,132,673 210,352,580

Net dividend €1.11 (a) €1.02 €0.94

(a) The Shareholders’ Meeting held on May 11, 2016 off ered to each shareholder

of the Company the option for the payment of the dividend either in cash or in

shares.

4 Fourth resolutionAgreements falling within the scope of Article L. 225-38 of the French Commercial Code



Resolutions 5 to 10Composition of the Board of Directors – Directors’ terms of offi ce

The following principles guide the composition of the Board of Directors:

• a balance between experienced Directors with extensive knowledge of the Company on the one hand, and on the other hand, new Directors who bring competencies which can serve the Company and its future development;

• as part of the profi les and skills’ diversifi cation, the Nominations Committee has concentrated its selection work on the aim of increasing the number of female Directors, independent Directors and international profi les.

The Board of Directors, upon Nominations Committee proposals, will submit to the approval of the Shareholders’ Meetings on May 11, 2017, the ratifi cation of the cooptation as Director of Ms. Jeanette WONG appointed on March 22, 2017 by the Board of Directors and the appointment of Mr. Laurent VACHEROT , President and Chief Operating Offi cer since December 6, 2016.

The renewal of the term of offi ces of Ms. Juliette FAVRE, Messrs. Philippe ALFROID, Yi HE and Hubert SAGNIÈRES, whose term expires at the close of the General Meeting on May 11, 2017, will be proposed for a new period of three years or until the completion date of the Contribution and subject to the approval of Resolution 20.

In this context, the Board proposes a set of six resolutions with regard to its composition.

Resolution 5 is intended to ratify the cooptation as Director of Ms. Jeanette WONG decided by the Board of Directors in its meeting of March 22, 2017. Ms. Jeanette WONG (see biography on page 12) replaced Mr. Benoît BAZIN for his remaining term of offi ce . We also mention, for the record, Jeanette WONG whose terms is proposed to be appointed has not signifi cant business relationships with the Company or its group.

Resolution 6 is intended to renew the terms of offi ce of Mr. Philippe ALFROID for three years (i.e. until the end of the Annual General Meeting to be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.

Resolution 7 is intended to renew the terms of offi ce of Ms. Juliette FAVRE for three years, (i.e. until the end of the Annual General Meeting to be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.

Resolution 8 is intended to renew the terms of offi ce of Mr. Yi HE for three years (i.e. until the end of the Annual General Meeting to

be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.

Resolution 9 is intended to renew the terms of offi ce of Mr. Hubert SAGNIÈRES for three years (i.e. until the end of the Annual General Meeting to be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.

Resolution 10 is intended to appoint Mr. Laurent VACHEROT as new Director for a term of three years o r until the completion date of the contribution of the Luxottica shares to Essilor (see biography on page 14 ). Mr. Laurent VACHEROT was appointed by the meeting of the Board of Directors of December 6, 2016 as President & Chief Operating Offi cer .

Subject to the approval by the Shareholders’ G eneral M eeting on May 11, 2017 of these renewals and these appointments, the Board of Directors will consist of 15 members:

• 7 Board members will be independent within the meaning of the Corporate Governance AFEP-MEDEF Code which Essilor subscribes to, and the ratio of independent Directors will reach 63.6% under the rules of the Code;

• 6 women (i.e. 42.9% within the meaning of Article L.225-27-1 II of the French Commercial Code, which does not take into account the Director representing employees ); in 2017, the Board composition will comply with the law which requires balanced representation of men and women. This law provides a 40% minimum proportion of Directors of the same sex;

• 6 nationalities will be represented (American, Canadian, Chinese, French, German, and Singaporean).

Update in respect of the combination with Luxottica submitted to the approval under the resolutions 20 to 39:

Of note, subject to the completion of the contribution of the Luxottica shares to Essilor International (hereinafter referred as “Essilor ” or “the Company ”), covered by the twenty-second resolution,

• the term of offi ce of the Directors, whose renewal or appointments are proposed, will expire at the completion date of the contribution of the Luxottica shares to Essilor (“the Contribution”), subject to the approval of the twentieth resolution. The early expiration date will apply to all the D irectors ;

• the Board composition would be modifi ed at the completion date of the Contribution, subject to approval by the Shareholders’ G eneral M eeting of the resolutions 26 to 39.

As required by law, the complete list of the positions and functions held by the current Directors is included in chapter 2 “Corporate governance” in the 2016 Registration Document.



5 Fifth resolutionRatifi cation of the cooptation of Ms. Jeanette WONG as Director

Jeanette WONGAge: 57 Singaporean national Ms. Jeanette WONG also holds positions in the following

organizations:• Chairperson: DBS Bank Taiwan;• Board members: DBS Bank Limited (China), Singapore

International Arbitration Centre;• Member of the advisory boards of the NUS Business School

Management and member of the Global Advisory Board for the University of Chicago Booth School of Business;

• Member of the Securities Industry Council of the Monetary Authority of Singapore.

Ms. WONG will bring to the Board her extensive expertise in terms of fi nance as well as her knowledge on global markets and primarily on Asian market.

Ms. Jeanette WONG is DBS Group Executive responsible for Institutional Banking which encompasses Corporate Banking, Global Transaction Services, Strategic Advisory and Mergers & Acquisitions. Previously, she was Chief Financial Offi cer of DBS Group from 2003 to 2008.

Prior to joining DBS Bank, Jeanette WONG was at JP Morgan for 16 years (1986-2002). During her tenure at JP Morgan, she had regional responsibilities for the Global Markets and Emerging Markets Sales and Trading business in Asia and was also JP Morgan’s head for Singapore from 1997 to 2002.

Beforehand Ms. Jeanette WONG worked at Citibank fro m 1984 to 1986 and began her career in 1982 at Banque Paribas.


quorum and majority voting for ordinary general meetings, decides

to ratify the cooptation of Ms. Jeanette WONG as Director as decided

by the Board meeting on March 22, 2017 as of that date and for

the remaining term of offi ce of her predecessor Mr. Benoît BAZIN,

to expire at the end of the Ordinary General Shareholders Meeting

to be called in 2018 to approve the fi nancial statements for the

year ended December 31, 2017 or at the completion date of the

contribution as referred to in the twenty-second resolution.

6 Sixth resolutionRenewal of the Director’s term of offi ce of Mr. Philippe ALFROID

Philippe ALFROIDAge: 71 French national • Director of Essilor since 1996

• Number of Essilor International shares held as of December 31, 2016: 252, 648

• Other positions and directorships in listed companies as of December 31, 2016: Directors of Eurogerm, Gemalto N.V. (Netherlands) and Wabtec Corporation (US)

Mr. ALFROID brings to the Board his very broad knowledge of the Company where he was Chief Financial Offi cer before becoming a senior manager.

Mr. Philippe ALFROID was Chief Operating Offi cer of Essilor until his retirement in June 2009. He began his career with PSDI (Project Software and Development Inc.) in Boston before joining the Essilor group in 1972. He has held executive positions in various operational departments, including contact lenses and frames. He was appointed Senior Vice Chairman, Business Analysis in 1987 and promoted to Chief Financial Offi cer in 1991. He was appointed Chief Executive Offi cer in 1996 (and became Chief Operating Offi cer in 2001).



noting that the Director’s term of offi ce of Mr. Philippe ALFROID

expires today, renews this term for a period of three years, to

expire at the end of the Ordinary General Shareholders Meeting






7 Seventh resolutionRenewal of the Director’s term of offi ce of Ms. Juliette FAVRE

Juliette FAVREAge: 44French national • Director of Essilor since 2015

• Director representing employee shareholders• Member of the Audit and Risk Committee and member

of the Corporate Social Responsibility (CSR) Committee• Number of Essilor International shares held as of

December 31, 2016: 3,309• Other positions and directorships in listed companies

as of December 31, 2016: none

Ms. FAVRE contributes to the Board her deep familiarity with the Company and its manufacturing and sales operations. She has been proposed as a candidate by Valoptec Association. Her membership of the Board of Directors is a strong signal of the importance the Company attaches to employee share ownership.

Ms. Juliette FAVRE is head of the Lab 4.0 program of Satisloh (Essilor's Equipment Division) and President of Valoptec Association. She began her career at SEITA as engineer in the industrial sector. She joined Essilor in 2000 on the European distribution sector to manage organisation and support projects. In 2005, she joined the Research and Development Department as project manager in charge of New Products. In 2007, she was sent to Singapore to provide technological advisory to Asia-Pacifi c zone, then to Bangkok in 2009 in charge of Asia industrial engineering teams. In 2012, she was appointed as Industrial Director and returned to France to ensure industrial development of the Instruments Division and implement new service activities with high added value by developing the customer service and supply chain.



noting that the Director’s term of offi ce of Ms. Juliette FAVRE






8 Eighth resolutionRenewal of the Director’s term of offi ce of Mr. Yi HE

Yi HEAge: 63 Chinese national • Director of Essilor since January 27, 2010

• Director representing employee shareholders• Number of Essilor International shares held as of December 31,

2016: 25,249• Other positions and directorships in listed companies as of

December 31, 2016: Sun Art Retail Group Ltd (China)

Mr . Yi HE brings to the Board his experience and knowledge of the ophthalmic industry in Asia.

Mr. Yi HE is a Board member of Valoptec Association. S ince September 2010, he has been President of Essilor (China) Holding Company. After studying Management and Strategy at École des Hautes Études Commerciales, he joined in 1991 the Danone group as Chief Executive Offi cer of the Shanghai subsidiary. He joined the Essilor group in 1996 as Chief Executive Offi cer of Shanghai Essilor Optical Company Ltd (China).



noting that the Director’s term of offi ce of Mr. Yi HE expires today,

renews this term for a period of three years, to expire at the end of

the Ordinary General Shareholders Meeting to be called in 2020 to

approve the fi nancial statements for the year ended December 31,

2019 or at the completion date of the contribution as referred to in

the twenty-second resolution.



9 Ninth resolutionRenewal of the Director’s term of offi ce of Mr. Hubert SAGNIÈRES

Hubert SAGNIÈRESAge: 61 French and Canadian national

• Director of Essilor since May 14, 2008• Number of Essilor International shares held as of December 31,


December 31, 2016: none

Mr. Hubert SAGNIÈRES has been Chairman and Chief Executive Offi cer of Essilor since January 2, 2012.

He joined Essilor in 1989 as President of International Marketing. He served as President of Essilor Canada from 1991 to 1996, then President of Essilor Laboratories of America and President of Essilor of America, a position he held until 2005. From 2006 to 2009, he was President of Essilor Europe and North America before being named Chief Operating Offi cer in August 2008, then Chief Executive Offi cer from January 1, 2010 to January 2, 2012.



noting that the Director’s term of offi ce of Mr. Hubert SAGNIÈRES






10 Tenth resolutionAppointment of Mr. Laurent VACHEROT as a new Director

Laurent VACHEROTAge: 60French and Canadian national

• Number of Essilor International shares held as of December 31, 2016: 207, 316

• Other positions and directorships in listed companies as of December 31, 2016: none

Mr. VACHEROT will bring to the Board his extensive expertise and knowledge acquired through his various experience within Essilor group since 1991.

After having served as Chief Operating Offi cer since 2010, Mr. Laurent VACHEROT was appointed as President & Chief Operating Offi cer on December 6, 2016.

He joined Essilor in 1991 as S enior Vice President, Business Analysis . He was President of Essilor Canada (1998-2005) and then of Essilor of America (2005-2007) before taking on the role of Chief Financial Offi cer in 2007. After being appointed Chief Operating Offi cer of Essilor in 2010, he was made responsible for Information & Technology Department and Investor Relations, as well as for operations in Latin America. The Equipment and Instrument Divisions were added to his remit in 2011. Mr. VACHEROT is a graduate of the French engineering school “Ecole Nationale Supérieure des Télécommunications de Paris”.

The General Meeting , having fulfi lled the quorum and majority

requirements for voting at Ordinary General Meetings and having

read the Board of Directors’ report, decide to appoint Mr. Laurent

VACHEROT as a Director for a period of three years, expiring at the

close of the Shareholders’ Meeting to be held in 2020 to approve

the fi nancial statements for the year ending December 31, 2019

or at the completion date of the contribution as referred to in the

twenty-second resolution.



11 Eleventh resolutionApproval of the undertakings referred to in Article L.225-42-1 of the French C ommercial C ode relating to the

severance payment granted to Mr. Hubert SAGNIÈRES, Chairman and CEO, in some cases of the termination of his

employment contract

Under Resolution 11, the shareholders are requested, subject to the renewal of the Director’s term of offi ce of Mr. Hubert SAGNIÈRES, by this General Meeting and the term of offi ce of Chairman and Chief Executive Offi cer by the Board of Directors to be held at the end of this General Meeting, after having reviewed the Statutory Auditor’s special report and in accordance with Article L. 225-42-1 of the French Commercial Code , to approve the severance payment due to Mr. Hubert SAGNIÈRES in certain cases of the termination of his employment contract (as per the AFEP-MEDEF Code, the severance payment will be due only in the event that his contract is terminated by the Company other than for serious or gross misconduct or when he reaches normal retirement age ).

Although Mr. Hubert SAGNIÈRES is not entitled any compensation for loss of offi ce in the event that his appointment as Chairman and Chief Executive Offi cer is terminated, his employment contract with the

Company, which is currently suspended, includes a clause inserted many years before he became a corporate offi cer, guaranteeing him an amount equivalent to two year’s contractual compensation in the event that his contract is terminated by the Company .

As the fulfi llment of the performance conditions to be met in order to receive this severance payment exceeding those due in compliance with law and collective agreement will be assessed based on the achievement of targets that are fi xed for Mr. Hubert SAGNIÈRES in his capacity as Chairman and Chief Executive Offi cer, Essilor has decided to submit the severance payment to the Shareholder’s Meeting for approval.

The conditions to be met for the severance payment to be made are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document and in the Statutory Auditors’ special report.

The General Meeting, having fulfi lled the quorum and majority

requirements for voting at o rdinary g eneral m eetings and having

read the Board of Directors’ report and the Statutory Auditors’

special report on related-party agreements and commitments,

in accordance with the provisions of Article L. 225-42-1 of the

French Commercial Code, approve the commitments falling within

the scope of said Article relating to the severance payment that

may be payable to Mr. Hubert SAGNIÈRES in the event that his

employment contract is terminated under certain conditions.

This resolution is adopted provided the condition precedent for

the renewal of Mr. Hubert SAGNIÈRES’ term of offi ce as Chief

Executive Offi cer by the Board of Directors, the next session of

which is to be held after this General Meeting.

12 Twelfth resolutionApproval of the undertakings referred to in Article L. 225-42-1 of the French Commercial Code relating to the

severance payment granted to Mr. Laurent VACHEROT, President & Chief Operating Offi cer, in the event that his

employment contract is terminated under certain conditions

Under Resolution 12, shareholders are requested, after having read the Board of Directors’ report and the Statutory Auditors’ special report and in accordance with Article L. 225-42-1 of the French Commercial Code, to approve the severance payment that may be payable to Mr. Laurent VACHEROT in the event that his employment contract is terminated under certain conditions (in accordance with the AFEP-MEDEF Code as amended in November 2016, the severance payment will not be due in the event that he i) elects to leave the C ompany, ii) is assigned to another position within the Group, or iii) is entitled to the payment of retirement benefi ts).

Although Mr. Laurent VACHEROT is not entitled to any termination benefi ts in the event of the termination of his corporate offi ce, under his employment contract which is currently suspended, he is eligible for a clause that was agreed upon at the time of his appointment as President & Chief Operating Offi cer, which guarantees him the payment of a maximum gross amount of two

years of contractual remuneration, only in the event of termination of his employment contract by the Company (excluding serious or gross misconduct, resignation, voluntary or forced retirement or termination by mutual consent).

As the fulfi llment of the performance conditions to be met in order to receive this contractual severance payment, exceeding those due in compliance with law and collective agreement, will be assessed based on the achievement of targets that are fi xed for Mr. Laurent VACHEROT in his capacity as President & Chief Operating Offi cer, Essilor has decided to submit the severance payment to the Shareholders’ Meeting for approval.

The conditions to be met for the severance payment to be made are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document and in the Statutory Auditors’ special report.



Resolutions 13 to 15Compensation of executive directors (“Say on Pay”)

Resolution 13 seeks the opinion of the shareholders on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman and Chief Executive Offi cer, in respect of 2016 fi scal year .

This vote is required in accordance with the recommendations of the AFEP-MEDEF Code of November 2016 (Article 26-2), to which the Company refers pursuant to Article L.225-37 of the French Commercial Code.

These components are set out in the form of a table prepared in accordance with the recommendations of the Application Guide for the AFEP-MEDEF Code issued by the High Committee for Corporate Governance (Haut Comité de gouvernement d'entreprise).

Details of all compensation can be found in the 2016 Registration Document in Chapter 2: “Corporate governance” (Section 2.3, “Compensation and benefi ts”).

Resolution 14 seeks the opinion of the shareholders on the compensation components due or awarded to Mr. Laurent VACHEROT for the period of his corporate offi ce as Chief Operating Offi cer (from December 6, 2016).

Resolution 15 seeks to submit the compensation policy to the approval of the Shareholders' Meeting, pursuant to the so-called Sapin 2 Act applicable to the Executive Directors, Messrs Hubert SAGNIÈRES and Laurent VACHEROT.

The General Meeting , having fulfi lled the quorum and majority

requirements for voting at o rdinary g eneral m eetings and having

read the Board of Directors’ report and the Statutory Auditors’

special report on related-party agreements and commitments, in

accordance with the provisions of Article L. 225-42-1 of the French

Commercial Code, approve the commitments falling within the

scope of said Article relating to the severance payment that may

be payable to Mr. Laurent VACHEROT, President & Chief Operating

Offi cer, in the event that his employment contract is terminated

under certain conditions, as set out in said reports.

13 Thirteenth resolutionAdvisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman of the Board

and Chief Executive Offi cer, in respect of the 2016 fi nancial year

The General Meeting , after a reading of the terms of Article 26 of

the AFEP-MEDEF Code, deliberating with the quorum and majority

required for o rdinary s hareholders' m eetings, issues a favorable

opinion on the compensation due or awarded in respect of 2016 fi scal

year to Mr. Hubert SAGNIÈRES , Chairman of the Board of Directors and

Chief Executive Offi cer, as shown in Chapter 2, section 2.3 of the 2016

Registration Document and reproduced in the following table .



Elements of compensation Amount Comments

Fixed compensation €800,000 Gross annual fi xed compensation with eff ect from January 2, 2012, as decided by the meeting of the Board of Directors of November 24, 2011 on the recommendation of the Executive Offi cers and Remuneration Committee. The amount remains unchanged since 2012.

Variable compensation €960,000 At its February 16, 2017 meeting of the Board of Directors, on the recommendation of the Executive Offi cers and Remuneration Committee and after approval of the fi nancial items by the Audit and Risk Committee, assessed the variable compensation payable to Mr. Hubert SAGNIÈRES in respect of the 2016 fi scal year.Given the quantitative and qualitative criteria approved by the Board meeting of February 18, 2016 and the achievements recorded as of December 31, 2016, the amount of the variable component was assessed as follows:• in respect of quantitative criteria:

– restated net EPS, 220% of target achieved, – organic growth, 0% of target achieved, – growth through organic acquisition, 180% of target achieved;

• in respect of qualitative criteria: it was the Board’s view that Mr. Hubert SAGNIÈRES had met 180% of the personal targets set by the Board, i.e. the organization of the Group’s management, the correct operation and cohesion of the new formed Board of Directors, the fi nalization of a strategic acquisition, the strengthening of internal control to support the growth of the Group.

Consequently, the amount of Mr. Hubert SAGNIÈRES’ variable compensation for 2016 was approved at €960,000, i.e., 120% of his annual fi xed compensation for 2016.Details of these criteria, their respective weighting and their assessment scales are provided in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.

Deferred variable compensation N/A Mr. Hubert SAGNIÈRES does not benefi t from any deferred variable compensation.

Multi-year variable compensation N/A Mr. Hubert SAGNIÈRES does not benefi t from any multi-year variable compensation.

Directors’ fees N/A Mr. Hubert SAGNIÈRES does not receive any Directors’ fees.

Special compensation N/A Mr. Hubert SAGNIÈRES does not benefi t from any special compensation.

Award of stock subscription and share purchase options

N/A Mr. Hubert SAGNIÈRES does not benefi t from stock options.

Award of performance shares Number: 35,000; accounting valuation: €2,202,900

At its September 22, 2016, meeting, the Board of Directors, in accordance with the authorization accorded it by the 14th resolution of the General Meeting of May 5, 2015 and on the recommendation of the Executive Offi cers and Remuneration Committee, awarded a maximum number of 35,000 performance shares to Mr. Hubert SAGNIÈRES, valued at €2,202,900 according to the method used for the consolidated fi nancial statements, i.e., 2.2% of the total number of shares awarded (the sum of the performance shares and the performance options awarded) and 0.016% of share capital at December 31, 2016.During 2016, 45,000 shares from previous award plans became available to Mr. Hubert SAGNIÈRES; provided he adheres to the specifi c lock-up conditions that apply to Executive Board Directors.The rules governing awards to Executive Board Directors, the vesting conditions and the lock-up conditions for such shares are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.




Sign-on bonus N/A Mr. Hubert SAGNIÈRES has not received any sign-on bonus.

Severance payment No payment Under a clause in his employment contract which is suspended during his term of offi ce as an Executive Board Director, Mr. Hubert SAGNIÈRES is entitled to a severance payment of a maximum of €2,259,000, comprised of:• €922,425 in respect of benefi ts payable under French Law and the

applicable collective bargaining agreement;• €1,336,575 in supplementary benefi ts which are wholly subject to

performance conditions.In accordance with the procedure regarding related-party agreements and commitments, this benefi t obligation was authorized by the Board on March 4, 2009, with this authorization reiterated on March 3, 2010, and ratifi ed at the Shareholders’ Meeting of May 5, 2011 (4th resolution) and submitted to the approval of the Shareholders' M eeting in 2017 (11 th resolution).Details of the terms of the award of this benefi t are provided in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.

Non-compete payment N/A Mr. Hubert SAGNIÈRES does not benefi t from any non-compete payment.

Supplementary pension plan No payment Mr. Hubert SAGNIÈRES is eligible for the defi ned benefi t supplementary pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.In accordance with the procedure regarding related-party agreements and commitments, this benefi t obligation was authorized by the Board on November 26, 2009 and ratifi ed at the Shareholders’ Meeting of May 11, 2010 (5th resolution).By way of example, if the calculation were made on the basis of the reference compensation (fi xed + variable) for the last fi scal year, the annual pension provided by this plan would amount to 25% of the average total compensation (fi xed + variable) actually paid to Mr. Hubert SAGNIÈRES during the 2014, 2015 and 2016 fi scal years (see Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document).

Group death/disability and health insurance plans and defi ned contribution pension plan

No payment Mr. Hubert SAGNIÈRES is eligible for the Group death/ disability and health insurance plans and the defi ned contribution pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.

Benefi ts in kind €7,514 Mr. Hubert SAGNIÈRES is covered by an unemployment insurance plan for which the Company paid a premium of €7,514 in 2016.



14 Fourteenth resolutionAdvisory vote on the compensation components due or awarded to Mr. Laurent VACHEROT, President & Chief

Operating Offi cer

The General Meeting , after a reading of the terms of Article 26 of

the AFEP-MEDEF Code, deliberating with the quorum and majority

required for o rdinary s hareholders' m eetings, issues a favorable

opinion on the compensation due or awarded in respect of 2016 fi scal

year to Mr. Laurent VACHEROT, President and Chief Operating Offi cer,

as shown in Chapter 2, section 2.3 of the 2016 Registration Document

and reproduced below.


Fixed compensation €46,301 Gross fi xed compensation paid as from December 6, 2016 in respect of Mr. Laurent VACHEROT’s corporate offi ce, corresponding to annual fi xed compensation of €650,000, approved by the Board of Directors at its meeting of December 6, 2016 on the recommendation of the Executive Offi cers and Remuneration Committee.

Variable compensation €55,661 At its February 16, 2017, meeting, the Board of Directors, on the recommendation of the Executive Offi cers and Remuneration Committee and following approval of the fi nancial materials by the Audit and Risks Committee, determined the amount of variable compensation due to Mr. Laurent VACHEROT in accordance with his term of offi ce for 2016, i.e., for the period from December 6 to December 31, 2016.Based on the achievement of the targets set for fi scal 2016, the amount of the variable compensation of Mr. Laurent VACHEROT for the period of his corporate offi ce in 2016 was established at €55,561, representing 120% of his fi xed annual compensation for his corporate position in 2016.Details of these criteria, their respective weighting and their assessment scales are provided in Chapter 2, Section 2.3, “Compensation and benefi ts”

of the 2016 Registration Document.

Deferred variable compensation N/A Mr. Laurent VACHEROT does not benefi t from any deferred variable compensation.

Multi-year variable compensation N/A Mr. Laurent VACHEROT does not benefi t from any multi-year variable compensation.

Directors’ fees N/A Mr. Laurent VACHEROT does not receive any Directors’ fees.

Special compensation N/A Mr. Laurent VACHEROT has not benefi t from any special compensation.

Award of stock subscription and share purchase options

N/A Mr. Laurent VACHEROT does not benefi t from stock options.

Award of performance shares Number: 32,005; and accounting valuation: €1,914,219

In fi scal 2016, Mr. Laurent VACHEROT benefi ted from a performance share award prior to his appointment as Chief Operating Offi cer.At its September 22, 2016 meeting, the Board of Directors, in accordance with the authorization accorded it by the 14th resolution of the General Meeting of May 5, 2015, awarded a maximum number of 32,005 performance shares to Mr. Laurent VACHEROT, valued at €1,914,219 according to the method used for the consolidated fi nancial statements, i.e., 2.1% of the total number of shares awarded (the sum of the performance shares and the performance options awarded) and 0.015% of share capital at December 31, 2016.In 2016, a total of 54,985 shares issued under previous share plans became available to Mr. Laurent VACHEROT .The rules governing awards to Executive Board Directors, the vesting conditions and the lock-up conditions for such shares are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.




Sign-on bonus N/A Mr. Laurent VACHEROT has not received any sign-on bonus.

Severance payment No payment Under a clause in his employment contract which is suspended during his term of offi ce as an Executive Board Director, Mr. Laurent VACHEROT is entitled to a severance payment of a maximum of €2,636,000.• €1,340 ,699 in respect of benefi ts payable under French law and the

applicable collective bargaining agreement;• €1,295,301 in supplementary benefi ts which are wholly subject to

performance conditions.The Board of Directors’ decision on the termination benefi t is subject to the approval of the shareholders at this Shareholders’ Meeting (12 th resolution).

Non-compete payment N/A Mr. Laurent VACHEROT does not benefi t from any non-compete payment.

Supplementary pension plan No payment Mr. Laurent VACHEROT is eligible for the defi ned benefi t supplementary pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.In accordance with the procedure regarding related-party agreements and commitments, this benefi t obligation was authorized by the Board on December 6, 2016 and is submitted for the approval of the shareholders at the Shareholders’ Meeting of May 11, 2017 (4th resolution).By way of example, if the calculation were made on the basis of the reference compensation (fi xed + variable) for the last fi scal year, the annual pension provided by this plan would amount to 25% of the average total compensation (fi xed + variable) actually paid to Mr. Laurent VACHEROT during the 2014, 2015 and 2016 fi scal years (see Chapter 2, Section 2.3,

“Compensation and benefi ts” of the 2016 Registration Document).

Group death/disability and health insurance plans and defi ned contribution pension plan

No payment Mr. Laurent VACHEROT is eligible for the Group death/disability and health insurance plans and the defi ned contribution pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.

Company car €610 From December 6 to 31, Laurent VACHEROT benefi ted from a company car, valued as a benefi t in kind at €610.33, corresponding to an annual benefi t of €7,324.

15 Fifteenth resolutionApproval of the compensation policy applicable to the Executive Board O ffi cers

Pursuant to Article L.225-37-2 of the French Commercial Code, the Board of Directors submits for approval of the Shareholders’ Meeting the principles and criteria for the determination, distribution and award of the fi xed, variable and exceptional components making up total compensation and benefi ts of any kind attributable to the Executive Offi cer for the performance of their duties for the 2017 fi scal year, representing the compensation policy applicable to them.

These principles and criteria approved by the Board of Directors on the recommendation of the Executive Offi cers and Remuneration Committee are set out in the report scheduled by the above article and appear in chapter 2, Section 2.3 of the 2016 Registration Document. Pursuant to Article L.225-100 of the French Commercial Code, the amounts resulting from the implementation of these principles and criteria will be submitted to the approval of shareholders at the meeting convened to approve the fi nancial statements for fi scal 2017.

The General Meeting, acting pursuant to the quorum and majority

conditions for ordinary general meetings, and having reviewed the

report scheduled in Article L.225-37-2 of the French Commercial

Code, approves the principles and criteria for the determination,

distribution and award of the fi xed, variable and exceptional

components making up total compensation and benefi ts of any

kind presented in the afore-mentioned report which may be

awarded to the Executive Offi cers, pursuant to their term of offi ce.



16 Sixteenth resolutionIncrease of the Directors’ fees

The purpose of Resolution 16 is to obtain shareholder approval for an increase in the total attendance fees to be paid to the Board of Directors to €880,000. Since May 5, 2015, the total fees have been set at €750,000.

In 2016, the actual fees paid to Directors were amounted € 676,013.19. The method used by the Board to allocate fees among its members primarily rewards regular attendance at meetings of the Board and its committees, and also recognises the responsibilities associated with the position of C hairman of a Board committee.

This increase has been proposed to take into account the growing workload of the D irectors to prepare the Board and C ommittees ‘meetings; this increase is also proposed as part of the internationalisation of the Board composition over the last past years.

Based on a survey conducted by an independent consulting fi rm, the 2015 average fee per D irector paid by the CAC40 (French stock market index) companies is equal to €82,154 (2016 Board index - Spencer Stuart report); this amount is approximately 42.70% above the amount paid by Essilor over the same period.

Subject to the approval of this resolution, the estimated annual average amount would be for a full year equal to €54,000.


quorum and majority voting for ordinary general meetings, fi xes the

total amount for Directors’ fees to be paid to the Board of Directors

in the 2017 fi nancial year and each of the following fi nancial years,

until the amount is modifi ed by a decision of a later General Meeting,

at eight hundred and eighty thousand (880,000) e uros.

17 Seventeenth resolutionBoard authorization to proceed with the purchase of the Company’s own ordinary shares

The purpose of Resolution 17 is to authorise the Company to buy back its own ordinary shares on the market for the purposes allowed under European regulations and the AMF (such as the delivery of shares awarded to employees, the cancellation of shares to counteract the dilutive eff ect of capital increases for Company Savings Plan members, the award of share subscription options and performance shares to Company employees and the use of shares in exchange for or in payment of external growth transactions). The share buyback authorisation may be implemented at any time, except during public purchase off erings, subject to the following conditions:

Conditions of the authoriz ation:

• ceiling: 10% of the number of shares constituting the Company’s capital at the date of the purchase;

• maximum price: €145;• period: 18 months.

Previous uses:

In 2016, 299,490 shares, representing 0.13% of the capital, were bought back at an average gross price of €102.06 to cover employee share-based payment plans and no shares were sold.

Anticipated use:

Although the Board of Directors wants to remain free to use this proposed authorisation in future for uses that have not been identified at this stage in line with the objectives presented above, it is not anticipated to use this buyback program for any use other than to cover stock options and performance shares grants to employees or executive offi cers of the Group.



having heard the report of the Board of Directors, authorises the

Board of Directors, in accordance with the provisions of Articles

L.225-209 and subsequent of the French Commercial Code, to

proceed with the purchase of ordinary shares of the Company

representing up to 10% of the number of shares in the Company’s

capital on the purchase date, with the understanding that the

Company may under no circumstances hold more than 10% of its

own capital.

The General Meeting resolves that these purchases may be carried

out for the following purposes:

• awarding or transferring them to employees and offi ce

holders of the Group and its associated companies, subject

to the conditions and methods set out in French and foreign

laws, in particular in the context of participation in the fruit

of the Company’s expansion, awards of free shares, and any

employee shareholding plans;



• cancellation to reduce the Company’s capital (in particular,

to compensate for the dilutive eff ect resulting from the

award of free performance shares, the exercise of share

subscription options by staff and managers of the Group,

and from increases of capital reserved for employees);

• cover for debt securities that can be converted into or

exchanged for Company shares by purchasing shares for

delivery (in the event of delivery of existing securities when

conversion rights are exercised) or by purchasing shares for

cancellation (in the event of the creation of new securities

when conversion rights are exercised);

• supporting the share price within a liquidity contract

in accordance with the delegated european regulation

2016/1052 of March 8, 2016 supplementing Regulation

(EU) No 596/2014 of the European Parliament and of the

Council with regard to regulatory technical standards for

the conditions applicable to buy-back programmes and

stabilisation measures;

• ultimately swapping or using them as payment in the context

of external growth transactions, up to 5% of the capital;

• implementing any accepted market practice recognised by

the regulations or the AMF or for any objective permitted in

compliance with applicable law.

The General Meeting resolves to fi x the maximum purchase price

per ordinary share at €145 (excluding any purchase fees).

The previously stated share price and number are subject to

adjustments as a result of any possible transactions in connection

with the Company’s capital.

The General Meeting resolves that the purchase, disposal or

transfer of shares may be paid for and eff ected by any means and,

in particular, on any regulated, free, or OTC market and on any

multilateral trading system (including by simple repurchase, by

fi nancial instruments or derivatives, or by putting in place option

strategies). These transactions may also take the form of blocks

of securities which achieve the entire share repurchase program.

This authorisation is granted for a maximum period of eighteen

(18) months from this day, specifying, for the record that it cannot

be used fully or partially during periods of public off erings relating

to the Company’s shares.

All necessary powers are therefore granted to the Board of

Directors, who may delegate to the Chief Executive Offi cer or, with

approval of the latter, to the Chief Operating Offi cers, as the case

may be, to eff ect this resolution including to fi nalise any programs,

send orders to the Stock Exchange, conclude agreements, make

any statements and complete any formalities with the AMF and

any organs indicated by the authorities, or generally, do whatever

is necessary.

Extraordinary Resolutions

Resolutions 18 and 19The purpose: associate employees with the performance of your Company, align the interests of employees with those of

other shareholders.

Throughout its history, Essilor has sought to involve all Group employees in its development by enabling them to become shareholders of the Group.

This policy is a fundamental element of the culture of Essilor and a key factor of its performance since its origins. Indeed, it makes it possible to align the interests of employees with those of other shareholders and is the source of employees’ sense of belonging to the group and their adherence to the strategy. This association of employees through multiple mechanisms and in particular the capital increase reserved for members of a Company Savings Plan (“PEE”) constitutes an element at the heart of the governance of Essilor International favorable to the competitiveness of your Company.

As part of this policy for the association of employees with the capital of Essilor, R esolutions 18 and 19 seek respectively to authorize capital increases reserved for members of a C ompany S avings P lan and to propose the subscription of shares to employees or certain categories of employees of foreign subsidiaries, in the limit of 1.5% of the capital.

Resolution 18 allows employees who are members of a Company Savings Plan to subscribe, in particular via monthly deductions from their pay, to a capital increase carried out at the end of the year. The capital increase in this framework represents 0.15% as of December 31, 2016.

The shares subscribed must be kept for a minimum period of fi ve years or seven years pursuant to the plans (except in the cases of early release specifi ed in the regulations).

The participation rate of employees in France in the Company Savings Plan reaches 90.4% (1), and the average subscription represents 9.59% of the gross annual remuneration received. These fi gures attest to the commitment and confi dence of employees in the future of Essilor.

Resolution 19 proposes to associate the employees of the Essilor Group companies, whose head offi ce is abroad, with the performance of your Company, align the interests of these employees with those of other shareholders, under conditions similar to the operations

(1) Change in method of calculation.



that can be carried out on the basis of the 18th resolution. This 18 - month resolution would allow the subscription of shares to employees or categories of employees of the Essilor Group outside France by adapting the terms of the off er to the extent that the PEE mechanism and all the conditions imposed by the French Labor Code do not require the benefi t of a tax and/or social preferential treatment for employees outside France.

The aggregate amount of capital increases likely to be performed under the 18th and 19th resolutions shall not exceed the maximum amount of 1.5% of the share capital which constitutes a ceiling common to the both resolutions.

At December 31, 2016, active employees held 3.9% of Essilor International’s capital (out of a total of 8.2% for “internal” shareholders, which also includes retired employees and former employees of Essilor)

18 Eighteenth resolutionDelegation of power granted to the Board of Directors for the purposes of deciding a capital increase by issuance

of shares reserved for members of a Company Savings Plan (French Plans d’Epargne d’Entreprise or “PEE”),

with cancellation of preferential subscription rights of shareholders

The Shareholders’ Meeting, deliberating in accordance with the

quorum and majority requirements for e xtraordinary g eneral

m eetings, having considered the report of the Board of Directors

and the report of the Statutory Auditors and deliberating in

accordance with Articles L. 225-129 and L. 225-138-1 of the French

Commercial Code and A rticles L. 3332-18 et seq. of the French

Labor Code:

• delegates to the Board of Directors the power to decide the

capital increase of the Company, on one or more occasions,

at its sole discretion, by issuing new shares to be paid up

in cash and, if applicable, securities giving access to the

share capital under the conditions set by law, reserved

for employees, and eligible corporate offi cers and former

employees, who are members of a Company Savings Plan;

• decides to cancel the preferential subscription right of the

shareholders for the benefi t of the following benefi ciaries;

• decides that the benefi ciaries of the capital increases

currently authorized will be employees, and eligible

corporate offi cers and former employees of Essilor

International or French and foreign companies that are

related to it within the meaning of Article L. 225-180 of the

French Commercial Code and L. 3344-1 of the French Labor

Code, who are members of a Company Savings Plan and who

fulfi ll any conditions set, if any, by the Board of Directors;

• decides that the maximum number of shares of the

Company that may be issued on the basis of this resolution

may not exceed 1.5% of the Company’s share capital, which

limit is assessed at the time of the decision of the Board

of Directors of the Company to proceed with a capital

increase, provided that the aggregate amount of capital

increases likely to be performed under this resolution and

the 19 th resolution shall not exceed the maximum amount

of 1.5% of the share capital which is a ceiling set in both the

18th and 19th resolutions;

• decides that the subscription price for shares to be paid

by the benefi ciaries referred to above pursuant to this

delegation cannot be more than 20% below the average of

the fi rst quoted prices of the share on the Euronext Paris

market during the twenty trading sessions preceding the day

of the decision fi xing the opening date of the subscription,

nor greater than this average;

• decides, pursuant to Article L. 3332-21 of the French Labor

Code, that the Board of Directors may provide for the

allocation, to the above-mentioned benefi ciaries, free of

charge, of shares to be issued or already issued, in respect

of the contribution that could be paid pursuant to the

Company Savings Plan regulation(s), and/or the discount,

provided that taking into account their equivalent pecuniary

value, assessed at the subscription price, does not have the

eff ect of exceeding the limits provided for in A rticles L. 3332-

11 and L. 3332-19 of the French Labor Code;

• decides that the Board of Directors shall have full powers,

with the power to sub-delegate to its Chief Executive Offi cer

to implement this delegation, in particular:

– determine the conditions to be fulfi lled by the benefi ciaries

of the new shares resulting from the capital increases

referred to in this resolution,

– determine the terms of the issue,

– decide the amount to be issued, the issue price, the dates

and the terms and conditions of each issue, including

whether the shares will be subscribed directly or via a fonds

commun de placement (French Company Savings Plan ) or

through another entity in accordance with the legislation in

force,

– decide and set the terms and conditions for the allocation of

free shares or other securities giving access to the capital,

pursuant to the authorization granted by the General

Meeting,

– set the period allocated to subscribers for the release of

their securities,

– state the date, even retroactive, from which the new shares

will bear right to dividends,



– formally record or have others formally record the

realization of the capital increase up to the amount of the

shares that will actually be subscribed,

– at its own initiative, charge the costs of the capital increases

to the amount of the premiums relating to these increases

and deduct from this amount the sums necessary to bring

the legal reserve to one-tenth of the new capital after each

increase and, in the event of the issuance of new shares

granted free of charge in respect of the contribution and/or

the discount, if appropriate, debit to the charge any amounts

required to pay up said shares against reserves, profi ts, or

share premium,

– in general, to take all measures necessary for the completion

of the capital increases, to carry out the formalities

subsequent thereto and to amend the bylaws consequential

to such capital increases;

• decides that this delegation shall replace the authorization

given by the G eneral M eeting of May 11, 2016 in its

12 th resolution.

The delegation thus granted to the Board of Directors is valid for

a period of twenty-six (26) months from the date of this General

Meeting.

19 Ninet e enth resolutionDelegation of power granted to the Board of Directors for the purposes of deciding a capital increase reserved

for the benefi t of employees or certain categories of employees of foreign subsidiaries, with the cancellation of

shareholders’ preferential subscription rights, in the context of an employee shareholding transaction


requirements for e xtraordinary g eneral m eetings, having considered

the report of the Board of Directors and the special report of the

Statutory Auditors, in accordance with the provisions of Articles

L. 225-129 -2 and L. 225-138 of the French Commercial Code:

• delegates to the Board of Directors its power to decide on the

undertaking of Company share capital increases, in one or

more installments, according to the proportions and at the

times it sees fi t, through the issuance of shares from which

the preferential subscription right of shareholders has

been removed, for the benefi t of categories of benefi ciaries

defi ned hereafter;

• decides to remove the preferential subscription right of

shareholders associated with the shares or securities giving

access to the Company’s share capital issued under this

delegation of power and to reserve the right to subscribe

such shares to categories of benefi ciaries with the following

characteristics: (i) employees and corporate offi cers of the

companies related to the Company under the conditions set

forth in Article L. 225-180 of the French Commercial Code

and in Article L. 3341-1 of the French Labor Code and with

corporate headquarters located outside of France; and/

or (ii) employee shareholding OPCVMs (Organismes de

Placement Collectif en Valeurs Mobilières) or other vehicles

under French or foreign law, irrespective of whether or not

they are corporate entities, invested in Company securities,

the unit holders or shareholders of which will be composed

of the persons referred to in (i);

• decides that the issue price of the new shares to be issued

pursuant to this delegation will be set (i) on the basis of an

average of the prices quoted on the Euronext Paris market

for the twenty trading sessions preceding the decision of

the Board of Directors, or the Chief Executive Offi cer, setting

the opening date for the subscription, with a maximum

discount of 20%, and/or (ii) the same price decided on the

basis of the 18th resolution in the event of a concomitant

transaction, and/or (iii) in accordance with the procedures

for determining the share subscription price of the Company,

taking into account the specifi c arrangements for an off er of

shares in the Company that would be made in the context of

a shareholding scheme governed by foreign law;

• decides that the maximum number of shares of the Company

that may be issued on the basis of this resolution may not

exceed 1.5% of the Company’s share capital, which limit is

assessed at the time of the decision of the Board of Directors

of the Company to proceed with a capital increase, provided

that the aggregate amount of capital increases likely to be

performed under this resolution and the 18th resolution

shall not exceed the maximum amount of 1.5% of the share

capital which constitutes a ceiling common to the 18 th and

19 th resolutions;

• decides that the Board of Directors may provide for the

allocation to the above benefi ciaries, free of charge, of shares

to be issued in substitution for a matching mechanism,

in proportion to the subscription of the benefi ciaries and

which may represent an amount equal to this one, and/or in

respect of the discount mentioned above,

• decides that the Board of Directors will have all powers,

along with the power to sub-delegate under the conditions

set forth by law, to use this delegation one or more times, in

particular for the purposes of:

– listing all benefi ciaries, within one or more categories of

benefi ciaries defi ned above, or the categories of employees

benefi ting from each issue and the number of shares to be

subscribed by each of them,

– determining the subscription formulae and subscription

terms and conditions that will be off ered to employees in

each country concerned while taking into account local

legal restrictions, and selecting the countries retained



among those where the Group has subsidiaries as well as

those said subsidiaries whose employees can participate in

the transaction,

– deciding on the maximum number of shares to be issued,

within the limits set by this resolution and recording the

fi nal amount of each capital increase and amend the by-

laws accordingly,

– setting the dates and all other terms and conditions

applicable to this type of capital increase under the

conditions provided for by law,

– charging the costs of such capital increase to the amount

of the related premiums and to deduct from this amount

the sums necessary to bring the legal reserve to one-tenth

of the new amount of the share capital resulting from such

an increase and, in the event of the issuance of new shares

granted free of charge in respect of the contribution and/or

the discount, if appropriate, debit to the charge any amounts

required to pay up said shares against reserves, profi ts, or

share premium,

– in general, carrying out all acts and formalities, taking

all decisions and concluding all useful or necessary

agreements to achieve the successful completion of the

issuances carried out pursuant to this delegation and to

confi rm the completion of the capital increase pursuant to

this delegation and amend the by-laws accordingly.

The delegation thus granted to the Board of Directors is valid for

a period of eighteen (18) months from the date of this General

Meeting.

Resolutions 20 to 39Approval of the contemplated combination between Essilor International and Luxottica.

The purpose of Resolutions 20 to 24 and 26 to 39 is to submit for approval of the General Meeting of May 11, 2017, the contemplated combination between Essilor International and Luxottica, which seeks to create a global player in the eyewear industry benefi ting from, in particular, synergies between business lines and geographical coverage, unique research and development programs and innovative products, solutions and services, based on a customer-centered approach, operational and fi nancial synergies, and a strong fi nancial profi le.

It should be noted that all these Resolutions 20 to 24 and 26 to 39 are indivisible and interconnected, such that approval of the contemplated combination by this General Meeting implies the approval of all these resolutions.

The purpose of Resolution 25 is to modify Article 2 of the Company’s by-laws in order to refi ne the wording of the corporate purpose concerning the activities of holding company, subject to the approval by the relevant bondholders meeting of the Company in accordance with Article L. 228-65 of the French Commercial Code. Indeed, the corporate purpose of the Company is more developed as regards its operational activities, which is explainable by the historical evolution of its activities. It is proposed that you make explicit in the corporate purpose the activities of holding company, including the acquisition, holding and management of any company’s shares or securities, whether French or foreign companies. This amendment is even more justifi ed in the global context of the contemplated combination between Essilor International and Luxottica insofar as the Company would become a holding company following the hive-down of its activities to its subsidiary Delamare Sovra (as proposed in Resolution 24 of this Meeting). This Resolution 25 is not subject to the condition of approval of Resolutions 20 to 24 and 26 to 39 of this General Meeting related to the contemplated combination above-mentioned and would become eff ective as of the date of this General Meeting, subject to the approval by the relevant bondholders meeting.

The purpose of Resolution 20 is to amend Articles 12 and 14 of the by-laws concerning the duration of the term of offi ce:

• of D irectors appointed by the General Meeting for a term less than three years such that the terms of offi ce of D irectors in offi ce automatically end on the fi nal completion date of the contribution of Luxottica shares held by Delfi n to Essilor International;

• of D irectors representing employees for a term of four years so that their terms of offi ce cover those of other EssilorLuxottica D irectors whose appointments would be eff ective as of the completion date of the said contribution.

Subject to the approval of this resolution, the amendments would be eff ective following the General Meeting of May 11, 2017.

The purpose of Resolution 21 is to amend the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n to Essilor International . The proposed new version of the Company's by-laws is available online at www.essilor.com, section Investors/Annual Shareholders' Meeting and has been published in the Bulletin des Annonces Légales Obligatoires (BALO). This general amendment of the by-laws is made in the context of the contemplated combination between Essilor International and Luxottica as well as for the purpose of a general simplifi cation.

• Simplifi cation purpose: the current Company’s by-laws include, in particular, various replication of legal and regulatory provisions of a mandatory nature which requires a new approval of the by-laws for each evolution of these provisions with the sole purpose to render the by-laws compliant with these evolutions. These statutory amendments require the approval of the Shareholders' Meeting and thus may not be systematically realized simultaneously with the relevant evolutions of legal or regulatory provisions. The proposed amendments, being made for this purpose of simplifi cation, would allow to avoid any contradiction with the legal and regulatory regime in eff ect and any confusion that may arise from it.



• Contemplated combination between Essilor International and Luxottica: the contemplated combination renders the amendment of the by-laws necessary, in particular regarding the Company’s governance principles (specifi cally to adopt the new corporate denomination “EssilorLuxottica”, to include the possibility to appoint a V ice-C hairman and to cancel the casting vote of the C hairman of the Board of Directors). It is also proposed that you modify the rules related to the vote in the general meeting, by establishing a voting rights cap of 31% for all shareholders (in accordance with the computation method described in the by-laws) and the cancellation of the double voting rights. This voting rights cap combined with the cancellation of the double voting rights was provided in the interest of the minority shareholders insofar as they allow to limit the power that may be expressed by signifi cant shareholders in general meetings.

The purpose of Resolutions 22 and 23 is to (i) approve the proposed contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfi n to the Company (the “Contribution”) and (ii) delegate the authority to the Board of Directors to decide the issuance of shares in consideration for the shares tendered to the mandatory exchange off er that would be initiated by Essilor International in accordance with the provisions of Italian law, to acquire all of the remaining issued and outstanding Luxottica shares, at the same exchange ratio as the one applied in the Contribution. It is specifi ed that in order to take into account the impact of the Contribution on the existing Company’s 2015 and 2016 stock options and performance shares plans, the Company’s Board of Directors decided to amend the performance conditions during its meeting held on January 15, 2017. Such amendments are described in Section 2.2.2.1 of the Document E which has been prepared with a view to the listing on Euronext Paris of the Company’s shares to be issued as consideration for the Contribution, which will be registered with the AMF, and which is annexed to the Board of Directors’ report relating to the Contribution.

The purpose of Resolution 24 is to approve the proposed hive-down (subject to the apport-scission regime) of activities and equity interests of Essilor International to Delamare Sovra, a wholly-owned subsidiary which, in the context of the transaction completion, will be renamed “Essilor International” (the “Hive-Down”, and, together with the Contribution of Luxottica shares, the “Contributions”).

In the context of the Contributions’ completion, Essilor would be renamed “EssilorLuxottica” and would become a holding company and Delamare Sovra would be renamed “Essilor International.”

Upon completion of the combination, Delfi n would hold between 31% and 38% (on a fully-diluted basis) of the shares issued by EssilorLuxottica and would be its main shareholder. The voting rights of all EssilorLuxottica shareholders would be capped at 31% (in accordance with a computation method described in the draft amended by-laws which is the subject of Resolution 21 submitted

to this Meeting) and the double voting rights that were attached to fully-paid shares registered for over two years would be cancelled (subject to the approval of the Special Meeting of double voting rights holders).

The reasons, purposes and characteristics of the Contributions are described in detail (i) in the contribution agreement entered into between the Company and Delfi n on March 22 , 2017 and fi led with the Commercial Court of Créteil and (ii) in the contribution agreement entered into by the Company and Delamare Sovra on March 27 , 2017 and fi led with the Commercial Courts of Créteil and Versailles (the “Contribution Agreements”).

The purpose of the Board of Directors' reports prepared pursuant to Articles L. 236-9, paragraph 4, and R. 236-5 of the French Commercial Code is to describe the principal features, in particular legal and economic, of the Contributions. These reports and the Contribution Agreements are available to shareholders at the Company’s headquarters (subject to the conditions and timeframes specifi ed in Article R. 236-3 of the French Commercial Code) and on the Company’s website (www.essilor.com).

The Contribution Agreements submitted to your approval provide that the completion of the Contributions is specifi cally subject to the following conditions precedent:

• waiver granted by the French fi nancial markets authority (Autorité des marchés fi nanciers – AMF) to Delfi n’s obligation to launch a mandatory exchange off er to acquire Essilor shares;

• approval of the transaction by Essilor’s shareholders at the General Meeting and by double voting rights holders at the Special Meeting;

• clearances from the relevant competition authorities.

Consequently, we propose giving full powers to the Board of Directors, with the ability to sub-delegate under applicable legal and regulatory conditions, for the purpose of, in particular:

(i) recording the satisfaction or, if applicable, waiver of the conditions precedent described in the Contribution Agreements and consequently the completion of the Contributions;

(ii) deciding the issuance of the new fully-paid shares to be created as consideration for the Contributions and for shares tendered to the mandatory exchange off er initiated in accordance with Italian law;

(iii) signing the statements of legality and compliance stipulated in Article L. 236-6 of the French Commercial Code;

(iv) as needed, reiterating the terms of the Contributions, preparing all confi rmative or supplementary instruments for the Contribution Agreements, pursuing all fi ndings, conclusions, communications and formalities that might be required to complete the Contributions; and

(v) and more generally, carrying out all procedures or formalities required to complete the Contributions.



20 Twentieth resolutionAmendment of Articles 12 and 14 of the by-laws related to the conditions for appointing D irectors representing

employees and the term of offi ce of D irectors


requirements for e xtraordinary g eneral m eetings, resolves to:

• subject to the condition precedent of the approval by this

General Meeting of Resolutions 21, 22, 23, 24 and 26 to 39,

and approval by the Special Meeting of shareholders

with double voting rights of the resolution related to the

cancellation of double voting rights provided for in Article 24

of the Company’s by-laws (in their version prior to the

amendments approved by Resolution 21 of this Meeting);

• amend the provisions of Article 12 of the by-laws related

to D irector(s) representing employees in order to set their

term of offi ce at four years and provide for the appointment

of a second D irector representing employees in accordance

with Article L. 225-27-1 of the French Commercial Code:

Current version New version

ARTICLE 12: BOARD OF DIRECTORS1) Composition (paragraph 6)

ARTICLE 12 : BOARD OF DIRECTORS1) Composition(paragraph 6)

The number of directors representing the employees will increase to two when the number of D irectors elected by the G eneral M eeting, excluding the D irectors representing employed shareholders, is higher than twelve. The second employed D irector is therefore appointed as set out below within six months after a new D irector is co-opted or appointed by the meeting with the eff ect that this threshold is exceeded.

The number of directors representing the employees will increase to two when the number of D irectors elected by the G eneral M eeting, excluding the D irectors representing employed shareholders, is higher than twelve. The second employed D irector is therefore appointed as set out below at the latest within six months after a new D irector is co-opted or appointed by the meeting with the eff ect that this threshold is exceeded and may be appointed prior to this event subject to the condition precedent of its occurrence.

(paragraph 9 and 10) (paragraph 9 and 10)

Notwithstanding the provisions of paragraph 1 of this article, their term of offi ce is three years. The offi ce of a director representing the employees terminates automatically on the relevant anniversary date of their appointment with no particular communication needing to be sent to them. The C ompany will take all measures to organise a new appointment no later than six months before the expiry date of their mandate.In application of the rule above, one director representing the employees will sit on the Board of Directors and will be appointed by the Central Works Council of Essilor International.

Notwithstanding the provisions of paragraph 1 of this article, the duration of the term of director(s) representing employees is three (3) years. By exception, the term of directors representing employees appointed between May 11, 2017 and June 30, 2018 is four (4) years. The role of director representing employees ends automatically on the anniversary of his appointment date and does not require any special notice. The Company must take all measures to make a new appointment at least one (1) month before the expiration of the term.Director(s) representing employees who have to sit on the Board of Directors pursuant to the rule above will be appointed by the Central Works Council of Essilor International.



• replace the provisions of Paragraph 1 of Article 14 of the by-laws corresponding to the term of offi ce as follows:

Current version New version

ARTICLE 14: TERM OF OFFICE OF THE DIRECTORS’ OF OFFICE – 1st paragraph

ARTICLE 14 - TERM OF OFFICE OF THE DIRECTORS’ OF OFFICE – 1st paragraph

The duration of the director’s offi ce is three (3) years. As an exception and in order to allow the implementation and preservation of the staggering of the D irectors’ terms of offi ce and to enable an optimal searching for and fl uid transition of D irectors, the ordinary general meeting may appoint one or several D irectors for a term of two (2) years.

The duration of the Director's term of offi ce appointed by the General Shareholders’ Meeting is three (3) years. By exception in case of fi nal completion of the contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfi n to the Company, in accordance with the stipulations of the contribution agreement dated March 22, 2017, the terms of offi ce of D irectors that will begin as from this General Shareholders’ Meeting will expire in advance, at the date of completion of the said contribution.These terms of offi ce and more generally all of the terms of offi ce of Directors in offi ce that have been appointed by the General Shareholders’ Meeting will expire at the fi nal completion of the contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfi n to the Company, in accordance with the stipulations of the contribution agreement dated March 22, 2017.By exception, the term of offi ce of D irector(s) representing employees appointed between May 11, 2017 and June 30, 2018 will be four years under the conditions set by Article 12 of the by-laws in eff ect.

This modifi cation will become eff ective following the General Meeting held on May 11, 2017.

21 Twenty-fi rst resolutionAmendment of the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n

to Essilor International


requirements for extrao rdinary g eneral m eetings,







amendments approved by this resolution);

• subject to the condition precedent of the completion of the

contribution (subject to the apport-scission regime) of all

Luxottica shares held by Delfi n to the Company, pursuant to

the provisions of the contribution agreement dated March 22,

2017, as stipulated in Resolution 22 of this General Meeting;

• after having reviewed the Board of Directors’ report on

this resolution and the new Company’s by-laws ;

resolves to amend the by-laws and adopt their new wording in full

and article by article, with the new version of the Company’s by-

laws made available to shareholders under the legal and regulatory

conditions. The draft amended by-laws are available free of charge at

the registered offi ce of the Company and on the Company's website.

These amendments shall become eff ective as of the completion

date of the contribution (subject to the apport-scission regime)

of all Luxottica shares held by Delfi n to the Company, pursuant

to the provisions of the contribution agreement dated March 22,

2017, referred to Resolution 22 of this General Meeting, that will

be recorded by a decision of the Board of Directors or any relevant

person to which the Board of Directors would have sub-delegate

the power to acknowledge the said completion.

It should be noted that the amendment of Article 2 “Corporate

purpose” of the Company’s by-laws is the subject of a

distinct resolution (Resolution 25), which is also submitted to the

approval of this General Meeting.



22 Twenty-second resolutionApproval of the contribution (subject to the apport-scission regime) by Delfi n to Essilor International and of the

delegation of powers conferred to the Company’s Board of Directors for the implementation of said contribution


quorum and majority requirements for e xtraordinary g eneral

m eetings in accordance with in particular the provisions of

Articles L. 236-1 to L. 236-6 and L. 236-16 to L. 236-21 of the French

Commercial Code, applicable by reference of Articles L. 236-6-1 and

L. 236-22, and in particular of Articles L. 236-2 and 236-9 (applicable

by reference of Article L. 236-16) of the French Commercial Code,


General Meeting of Resolutions 20, 21, 23, 24 and 26 to 39, and

approval by the Special Meeting of shareholders with double

voting rights of the resolution related to the cancellation

of double voting rights provided for in Article 24 of the

Company’s by-laws (in their version prior to the amendments

proposed by Resolution 21 of this General Meeting);

• After having reviewed:

– the contribution agreement (including its appendices, the

“Contribution Agreement”) prepared by private deed

dated March 22, 2017, between the Company and Delfi n,

pursuant to which it is agreed, subject to the satisfaction or

waiver of the conditions precedent specifi ed in Article 9 of

the Contribution Agreement, that Delfi n shall contribute to

the Company, pursuant to the terms and conditions of the

said Contribution Agreement, all ordinary shares issued

by Luxottica Group S.p.A., an Italian società per azioni (joint

stock company) with a share capital of € 29,056,414.98 (as

of February 28, 2017), whose registered offi ce is located at

Piazzale L. Cadorna 3, 20123, Milan, Italy, registered with

the Companies Registry of Milan under no. 00891030272

(hereinafter “Luxottica”) that it holds, as part of a contribution

(subject to the apport-scission regime) pursuant to the

provisions of Articles L. 236-6-1 and L. 236-22 of the French

Commercial Code and the provisions of Luxembourg law (the

“Contribution”), and specifi cally, pursuant to Articles 6 and 7

of the Contribution Agreement (subject to adjustments related

to the value of the Contribution and to the exchange ratio,

referred to in Article 6.3 and 7.3 of the said agreement), that:

• the exchange ratio, for which the calculation conditions

are set forth in Appendix 7 of the Contribution Agreement,

would be of 0.461 new Essilor share for 1 Luxottica share

contributed,

• the number of Company ordinary shares to be issued

as consideration for the Contribution would amount to

139,612,447 shares, corresponding to a capital increase

of a total par value of €25,130,240.46, and

• the contribution premium, equal to the diff erence between

the value of the Contribution (i.e., €13,173,842,629.5)

and the par value of the Company’s capital increase (i.e.

€25,130,240.46), would amount to €13,148,712,389.04 ,

– the Board of Directors’ report prepared in accordance with

the provisions of Articles L. 236-9, paragraph 4, and R. 236-5

of the French Commercial Code, containing as an appendix

the document prepared pursuant to Articles L. 412-1 of the

French Monetary and Financial Code (Code Monétaire et

Financier) and 211-1 et seq. of the AMF General Regulation

with a view to the listing on Euronext Paris of the Company’s

shares to be issued as consideration for the Contribution,

registered with the AMF in accordance with Article 212- 34

of the AMF general regulation (the “Board of Directors’

Report”),

– the reports described in Articles L. 236-10 and L. 225-147

(applicable by reference) of the French Commercial Code,

prepared by Mr. Jean-Charles de Lasteyrie (Ricol Lasteyrie

Corporate Finance) as independent expert appointed by the

President of the Commercial Court of Créteil on February

1, 2017,

– favorable opinions from the Company’s Central Works

Council and European Works Council (Comité Européen de

Dialogue et d’Information d’Essilor) dated March 6, 2017

and favorable opinion of the Central Works Council of its

subsidiary BB GR dated February 23, 2017,

– the Company and Delfi n’s annual fi nancial statements for

the fi scal year ended December 31, 2016, prepared and

certifi ed by their respective statutory auditors,

– the annual fi nancial statements of the c ompanies as well as

the management reports in accordance with the applicable

regulation;

1. approves the Board of Directors’ Report and the Contribution

Agreement in all its terms and conditions, and the Contribution

agreed upon therein, and specifi cally:

– the contributed shares shall be valued at their fair value ,

pursuant to the provisions of Regulation No. 2014-03 of

June 5, 2014, concerning the accounting standards of

the French Accounting Standards Authority (Autorité des

Normes Comptables) (as amended by Regulation No. 2016-

07 of November 4, 2016 of the French Accounting Standards

Authority),

– the fair value of the assets contributed by Delfi n to the

Company amounts to €13,173,842,629.5, on the basis of a

fair value of €43.5 per Luxottica share, this fair value being

set contractually by the parties to the contribution on the

basis of a multi-criteria method described in Appendix 6

of the Contribution Agreement, and shall be subject to an

adjustment if the volume-weighted average closing prices

of Luxottica shares over the three (3) months preceding the

completion date of the Contribution is lower than €43.5 in

accordance with Article 6.3 of the Contribution Agreement,



– the absence of joint and several liability between Delfi n and

the Company pursuant to Article L. 236-21 of the French

Commercial Code,

– the fact that the completion of the Contribution shall occur on

the date of the last General Meeting mentioned in Article 9.1

of the Contribution Agreement, subject to the satisfaction of

all other conditions precedent provided for in Article 9 of the

Contribution Agreement (the “Completion Date”),

– the fact that the eff ective date of the Contribution from an

accounting and tax perspective shall correspond to the

Completion Date, in accordance with Article L. 236-4 of the

French Commercial Code,

– the conditions of the consideration for the Contribution

through the Company’s issuance through a capital increase

(the “Capital Increase”) of 139,612,447 new ordinary

shares with a par value of €0.18 each (i.e., a total par value

of €25,130,240.46), corresponding to an exchange ratio of

0.461 new Essilor share for 1 Luxottica share contributed, for

which the calculation conditions are set forth in Appendix 7

of the Contribution Agreement (subject to adjustment of the

exchange ratio as described in Article 7.3 of the Contribution

Agreement),

– the fact that the Company will make no payment for any

fractions of shares, as Delfi n has indicated that it waives its

rights to fractions of shares, nor for any outstanding cash

adjustment,

– the fact that, as of the Completion Date, the new shares

issued by the Company will be fully paid up and fully

fungible with the existing ordinary shares . They will enjoy

the same rights and be subject to all of the Company’s

statutory provisions. The newly issued shares will carry

current dividend rights and will entitle the holders to any

payment distribution paid as of their issuance date,

– the modifi cations made to the Company’s existing performance

shares and stock options plans to refl ect the Contribution’s

impact, referred to in the Board of Directors’ R eport, and

– the fact that, in accordance with Article 7.3 of the Contribution

Agreement, the exchange ratio shall be subject to an

adjustment in case the Company and/or Luxottica allocate

any kind of distribution to their respective shareholders,

before the completion date of the contribution, that would

exceeds the limits set by Article 7.3 of the Contribution

Agreement;

2. decides, upon the satisfaction or waiver of the other conditions

precedent set forth in Article 9 of the Contribution Agreement

and completion of the Contribution as confi rmed by Delfi n’s

shareholders’ meeting and, as necessary, delegate to the

Board of Directors, with the ability to sub-delegate, full powers

to implement these decisions:

– to issue for the benefi t of Delfi n 139,612,447 new shares as

consideration for the Contribution, with par value of €0.18,

fully paid up and fungible with the existing ordinary shares ,

entitling their holders to any payment distribution as of their

issuance date and subject to all the Company’s statutory

provisions (on the basis of an exchange ratio of 0.461 new

Essilor share for 1 Luxottica share contributed, subject to

the adjustment described in Article 7.3 of the Contribution

Agreement),

– that the diff erence between the Contribution value (i.e.,

€13,173,842,629.5, on the basis of a fair value of €43.5 per

Luxottica share, subject to the adjustment described in

Article 6 .3 of the Contribution Agreement) and the par value

of the Company’s Capital Increase (i.e., € 25,130,240.46 , on

the basis of an exchange ratio of 0.461 new Essilor share

for 1 Luxottica share contributed, subject to the adjustment

described in Article 7.3 of the Contribution Agreement), i.e.,

€13,148,712,389.04, represents the value of the contribution

premium to which the rights of former and new shareholders

will apply and shall be credited to a “contribution premium”

account in the Company's balance sheet,

– to withdraw from the contribution premium amounts to

provide the legal reserve with the necessary amounts,

– to allocate on the contribution premium account all expenses

and charges of any kind whatsoever, resulting from the

completion of the Contribution, it being specifi ed that the

balance of the contribution premium may be allocated in

any way whatsoever, in compliance with applicable rules, by

a decision of the General Meeting;

3. acknowledges , as a consequence of the above and subject to

the satisfaction or waiver of the other conditions precedent set

forth in Article 9 of the Contribution Agreement and completion

of the Contribution as confi rmed by the Delfi n Shareholders’

Meeting, that the completion of the Contribution and the

Company’s corresponding c apital i ncrease of a par value of

€25,130,240.46 (on the basis of an exchange ratio of 0.461

new Essilor share for 1 Luxottica share contributed, subject

to the adjustment described in Article 7.3 of the Contribution

Agreement), and resolves as a consequence to modify

Article 6 related to the share capital of the Company’s by-laws

(in their version resulting from the proposed amendment of

Resolution 21 of this Meeting). For information purpose, on the

basis of the share capital as of the date of the Contribution

Agreement and on the basis of an exchange ratio of 0.461

Essilor share for 1 Luxottica share contributed (subject to

adjustment of the exchange ratio as described in Article 7.3

of the Contribution Agreement), the capital increase would

have the eff ect of increasing the Company’s share capital from

39,331,386.18 euros to 64,461,626.64 euros;

4. gives full powers to the Company’s Board of Directors, with

the ability to sub-delegate to implement this resolution , and in

particular to:

– acknowledge the satisfaction and/or waiver of the conditions

precedent and, as a result, acknowledge the completion of

the Contribution,



– acknowledge the fi nal amount of the value of the Contribution

and the fi nal exchange ratio having regards to the potential

adjustments of the Contribution value and of the exchange

ratio in accordance with the provisions of the Contribution

Agreement,

– acknowledge the fi nal amount of the capital increase and

the contribution premium,

– acknowledge the completion of the capital increase and

acknowledge the amendments to the by-laws resulting

from the completion of the Contribution,

– execute the statement of legality and compliance provided

for by Article L. 236-6 of the French Commercial Code,

– undertake all required formalities with a view to listing the

Company’s shares on the Euronext Paris market,

– and, more generally, to undertake all confi rmations,

statements or communications, prepare any reiterative,

confi rmative, corrective or supplementary instruments,

and take any measure, sign any document, instrument or

agreement and perform any formality or process useful or

necessary for the completion of the Contribution.

23 Twenty-third resolutionDelegation of authority to be conferred to the Board of Directors to decide the capital increase of Essilor

International through the issuance of shares without preferential subscription rights, as consideration for the

shares tendered to the mandatory exchange off er initiated by Essilor International


requirements for e xtraordinary g eneral m eetings, in accordance

with, in particular, the provisions of Articles L. 225-129 and seq.

of the French Commercial Code, in particular Articles L.225-129,

L.225-129-2, L.225-135 and L.225-148 of the French Commercial

Code as well as the provisions of Article L. 228-92 of the French

Commercial Code;


General Meeting of Resolutions 20, 21, 22, 24 and 26 to

39, and approval by the Special Meeting of shareholders




amendments proposed by Resolution 21 to this meeting);

• subject to the condition precedent of the fi nal completion of

the c ontribution (subject to the apport-scission regime) of all

Luxottica shares held by Delfi n to the Company, pursuant to

the terms and conditions of the c ontribution a greement dated

March 22, 2017, referred to Resolution 22 of this General

Meeting;

• after having reviewed the Board of Directors’ r eport and the

special report of the S tatutory A uditors:

1. delegates to the Board of Directors, with the ability to sub-

delegate under the conditions set forth by law and in particular

Article L. 225-129-4 of the French Commercial Code, the

authority to decide to increase the share capital through the

issuance of ordinary shares in the Company, in the proportions

and at the times it deems appropriate, on one or several

occasions, in France and/or abroad, without preferential

subscription rights, as consideration for the shares compliant

with the conditions set by Article L. 225-14 8 of the French

Commercial Code, tendered to the exchange off er to be

initiated pursuant to Italian law and, if applicable, to US law, by

the Company on securities of Luxottica Group S.p.A., an Italian

societá per azioni (joint stock company) with a share capital

of €29,056,414.98 (as of February 28, 2017), whose registered

offi ce is located at Piazzale L. Cadorna, 3, 20123, Milan,

Italy , registered with the Companies Registry of Milan under

no. 00891030272 (hereafter "Luxottica "), a company listed

on the Borsa Italiana and the New York Stock Exchange, with

the Company reserving the right, if the conditions required by

Italian law are satisfi ed, to initiate a sell-out procedure for the

shares issued by Luxottica followed by a delisting and/or, if the

conditions required by Italian law are satisfi ed, to implement a

squeeze-out procedure (together, the “Public Off er”) following

completion of the Contribution, pursuant to the terms and

conditions of the Contribution Agreement dated March 22,

2017, as provided for in Resolution 22 of this General Meeting;

2. resolves to set the caps on the total capital increase authorized,

in the event that the Board of Directors uses this delegation of

authority, as follows:

– the total maximum par value of the capital increases that

can be executed under this delegation of authority is set at

20 million euros, it being specifi ed that this amount is not

applicable to any other global cap related to capital increases,

given that this resolution is of a specifi c nature,

– to this cap shall be added, if applicable, the par value of

shares to be issued in order to preserve the rights of holders

of securities giving access to the share capital or other equity

rights giving access to the share capital of the Company,

pursuant to the applicable legal and regulatory provisions

and, as applicable, the contractual terms and conditions

providing for other cases of adjustment;

3. resolves to cancel the preferential subscription rights of

shareholders for the shares covered by this resolution;

4. notes and decides, as necessary, that this delegation includes,

for the benefi t of the holders of issued shares, that the

shareholders waive their preferential subscription rights for

the shares for which the issued shares will give right;



5. resolves that the Board of Directors shall have all powers,

with the ability to sub-delegate, under the conditions set forth

by law and in particular Article L. 225-129-4 of the French

Commercial Code, to implement this delegation of authority

and specifi cally to:

– set the exchange ratio, as well as the amount of the cash

balance to be paid, if applicable,

– set the dates and conditions for the issuance, nature,

dividend-bearing date and other features of the new shares

to be created,

– set the conditions of issuance, subscription and paying-up,

– set the amounts to be issued within the limit set here-above,

– acknowledge the number of shares contributed,

– provide for the ability to potentially suspend exercise of the

rights attached to the shares issued in accordance with the

legal and regulatory provisions,

– identify and undertake any adjustments intended to refl ect

the impact of the Public Off er on the company’s share capital

or equity, and to set any other conditions to ensure if needed

the preservation of the rights of holders of securities giving

access to the share capital or other rights giving access to

the share capital (including by means of cash adjustments),

in accordance with the applicable legal and regulatory

provisions and, as applicable, the contractual terms and

conditions providing for other cases of adjustment,

– at its sole initiative, allocate the expenses of the capital

increases to their corresponding premiums and withdraw

from this amount the sums needed to fund the legal reserves,

– acknowledge the completion of each capital increase and

the corresponding amendments of the by-laws,

– in general, enter into any useful arrangement or agreement

to successfully complete the planned issuance, request

any authorizations, take any measures and fulfi ll any

formalities useful for the issuance of shares, the listing

of shares for trading on Euronext Paris and/or other

regulated markets on which the shares might be listed, and

for the fi nancial service in charge of the securities issued

under this delegation, as well as the exercise of the rights

corresponding thereto;

6. sets the duration of the validity of the delegation of authority

that is the subject of this resolution at twenty-six (26) months, as

of the date of this General Meeting, in accordance with Articles

L. 225-129 and L. 225-129-2 of the French Commercial Code.

24 Twenty-fourth resolutionApproval of the contribution (subject to the apport-scission regime) of all (or substantially all) activities and equity

interests of Essilor International to a wholly owned subsidiary, Delamare Sovra, and delegation of powers to the

Board of Directors to implement the completion of such contribution


requirements for extraordinary g eneral m eetings, pursuant to

Articles L. 236-2 and L. 236-9 of the French Commercial Code,

applicable by reference of Articles L. 236-6-1 and L. 236-22 of the

French Commercial Code;




with double voting rights of the resolution related to

the cancellation of double voting rights provided for in

Article 24 of the Company’s by-laws (in their version prior to

the amendments proposed by Resolution 21 to this General

Meeting, as applicable);

• after having reviewed:

– the contribution agreement (including its appendices ,

the “Hive-Down Agreement”) prepared by private deed

dated March 27 , 2017, between the Company and Delamare

Sovra, a société par actions simplifi ée and wholly-owned

subsidiary of the Company, with a share capital of € 302,650 ,

whose registered offi ce is located at 4 and 6, rue Costes et

Bellonte, ZAC Sully, 78200 Mantes-la-Jolie, France, registered

with the Trade and Companies Registry of Versailles under

No. 439769654, pursuant to which it was agreed, subject

to the satisfaction or waiver of the conditions precedent

set forth in Article 7 of the Hive-Down A greement, that the

Company shall contribute all assets and liabilities, rights and

obligations to Delamare Sovra, except for those specifi cally

excluded by Article 2.1.2 of the Hive-Down Agreement, as

part of a contribution subject to the apport-scission regime,

pursuant to Articles L. 236-6-1 and L. 236- 22 of the French

Commercial Code (the “Hive-Down”),

– the Board of Directors’ report, prepared in accordance with

provisions of Article L. 236-9, paragraph 4, and R. 236-5 of

the French Commercial Code,

– the reports mentioned in Articles L. 236-10 and L. 225-147 of

the French Commercial Code, prepared by Mr. Jean- Charles

de Lasteyrie (Ricol Lasteyrie Corporate Finance) as

independent expert appointed by the President of the

Commercial Court of Créteil on February 1, 2017,

– the favorable opinions from the Company’s Central Works

Council and European Works Council (Comité Européen de

Dialogue et d’Information d’Essilor) dated March 6, 2017 and

the favorable opinion of the Central Works Council of its

subsidiary BB GR dated February 23, 2017,



– the annual fi nancial statements of the Company and of

Delamare Sovra for the fi scal year ended December 31,

2016, prepared and certifi ed by their respective statutory

auditors,

– the annual fi nancial statements approved by the general

meetings as well as the management reports for the last

three fi scal years of the companies in accordance with the

regulation applicable;

1. approves the Board of Directors report and the Hive-Down

Agreement in all its terms and conditions and the Hive-Down

agreed upon therein, and, in particular:

– the net asset value contributed by the Company to

Delamare Sovra, which, according to the net book value ,

is €5,484,426,715.56 , noting that, pursuant to Regulation

No. 2014-03 of June 5, 2014, concerning the accounting

standards of the French Accounting Standards Authority (as

amended by Regulation No. 2016-07 of November 4, 2016

of the French Accounting Standards Authority), with respect

to the contribution of a complete business line segment to a

controlled company as defi ned by said regulation, the asset

and liability items must be valued at their net book value,

– the conditions of the consideration for the Hive-Down

Contribution through the issuance by Delamare Sovra,

through a capital increase, of 27,754,245 new ordinary

shares issued for the benefi t of the Company, with a par

value of €10 each (i.e., a total par value of €277,542,450 )

(the “Capital Increase”),

– the fact that the diff erence between the value of the

Contribution (i.e., €5,484,426,715.56 ) and the par value of the

Delamare Sovra’s “Capital Increase” (i.e. €277,542,450) , i.e.

€5,206,884,265.56 , represents the value of the contribution

premium to which the rights of former and new shareholders

will apply and shall be credited to a “contribution premium”

account in Delamare Sovra’s balance sheet; it being

specifi ed that Delamare Sovra shall be able to withdraw

from the contribution premium amounts to provide for the

legal reserves and the expenses related to the Hive-Down,

if applicable,

– the absence of joint and several liability between the

Company and Delamare Sovra pursuant to Article L. 236-21

of the French Commercial Code,

– the fact that the Hive-Down Contribution will be completed,

upon the satisfaction or waiver of the conditions precedent

provided for in Article 7 of the Hive-Down Agreement, at the

date of the shareholders’ meeting of Delamare Sovra called

to approve the Hive-Down,

– the fact that the Hive-Down will have a retroactive eff ect as

of January 1, 2017 , in accordance with Article L. 236-4 of the

French Commercial Code,

– the fact that (i) assets and liabilities, rights and obligations

contributed shall be transferred subject to required third

party consents, if applicable, (ii) if such consents are not

obtained prior to the date of completion of the Hive-Down,

the absence of such consents will not have any eff ect on the

completion of the Hive-Down regarding the other elements

contributed, the transfer of which does not require third

party consent, and (iii) Delamare Sovra and the Company

shall discuss in good faith the conditions allowing each of

them to be in an economic situation equivalent or as close

as possible to the one they would have been in if such third

party consent had been obtained, and

– the fact that the new shares issued by Delamare Sovra shall,

as of the Completion Date, be fully paid up and fungible with

the existing ordinary shares. They will enjoy the same rights

and be subject to all the statutory provisions of Delamare

Sovra. The newly issued shares will carry current dividend

rights and will be entitled to all payment distributions as of

their issuance date;

2. recalls that it is in particular contemplated that in the context

of the Hive-Down, (i) Delamare Sovra be renamed “Essilor

International” (ii) Delamare Sovra’s by-laws be modifi ed

in particular regarding the corporate purpose and (iii) the

existing activities of Delamare Sovra be the subject of a hive-

down to another company;

3. gives all powers to the Board of Directors, with the ability to

sub-delegate, as needed, in order to:

– acknowledge the satisfaction and/or waiver of the conditions

precedent and, as a consequence, to acknowledge the

completion of the Hive-Down,

– in the event that the third party consents are not obtained,

negotiate and implement the measures necessary to allow

the Company and Delamare Sovra to be, as far as possible,

in an economic situation equivalent to the one it would have

had if such third party consent had been obtained,

– execute the statement of legality and conformity provided

for in Article L. 236-6 of the French Commercial Code,

– complete and/or cooperate with the b enefi ciary to complete

all formalities required in the context of the Hive-Down,

and in particular the tax formalities and fi lings related to

intellectual property rights contributed with the relevant

intellectual property authorities and, if applicable, to set the

list of intellectual property rights concerned and conclude

any reiterative or confi rmative deed as necessary,



– complete and/or cooperate with the b enefi ciary to complete

all formalities required to regularize and/or render the

transfer of assets, rights and obligations against third

parties eff ective,

– and, more generally, perform all confi rmations, representations

or communications, prepare all reiterative, confi rmative,

corrective or supplementary instruments, and take any

measure, sign any document, instrument or agreement and

undertake any legal formality or process useful or necessary

for the completion of the Hive-Down; in particular in the event

that the Hive-Down is completed only after December 31, 2017.

25 Twenty-fi fth resolutionAmendment of Article 2 of the Company’s by-laws related to the corporate purpose (extension to holding company

activities)


requirements for e xtraordinary g eneral m eetings, having reviewed

the Board of Directors’ report on this resolution which appears in

the explanatory statement here-above, resolves to approve the

amendment of Article 2 “Corporate purpose” of the Company’s

by-laws which new wording is reproduced below, subject to the

condition precedent of the approval of such amendment by the

relevant general meeting of the bondholders, consulted in accordance

with article L. 228-65, I, 1° of the French Commercial Code.

Former version of the by-laws New version of the by-laws

Article 2The corporate purpose of this Company in all countries is:• the design, manufacture, purchase, sale and trade, in general,

in everything concerning spectacles and optical instruments, without exception, and, in particular, the manufacture, purchase and sale of eyeglass frames, sunglasses and eyeglasses and other protective equipment, lenses and contact lenses,

• the design and/or manufacture, purchase, sale and/or marketing of all instruments or equipment relating to ophthalmic optics, as well as all equipment or devices for monitoring, screening, diagnosing, measuring or correcting physiological handicaps, whether or not it be used by professionals ,

• the design and/or development, purchase and/or marketing of related computer software packages, software applications, programmes and services,

• research, clinical experiments, wearing tests, training, technical assistance and engineering corresponding to the above activities,

• all services or assistance associated with the aforementioned activities, and, in particular, advisory services, bookkeeping, auditing, logistics and treasury services,

And, generally , all fi nancial, commercial, industrial, personal property or real property transactions directly or indirectly related to the foregoing corporate purpose, or to any similar or related corporate purposes, or likely to facilitate the application and development thereof or to render the same more profi table.All, both for itself and for the account of third parties or in joint venture in any form whatsoever , in particular by means of the incorporation of companies, subscriptions, limited partnerships, mergers or absorptions, advances, purchases or sales of corporate securities and rights, conveyance or lease of all or part of its real or personal properties and rights or by any other means.

Article 2The corporate purpose of this Company in all countries is:• the design, manufacture, purchase, sale and trade, in general,

in everything concerning spectacles and optical instruments, without exception, and, in particular, the manufacture, purchase and sale of eyeglass frames, sunglasses and eyeglasses and other protective equipment, lenses and contact lenses;

• the design and/or manufacture, purchase, sale and/or marketing of all instruments or equipment relating to ophthalmic optics, as well as all equipment or devices for monitoring, screening, diagnosing, measuring or correcting physiological handicaps, whether or not it be used by professionals ;

• the design and/or development, purchase and/or marketing of related computer software packages, software applications, programs and services;

• research, clinical experiments, wearing tests, training, technical assistance and engineering corresponding to the above activities;

• all services or assistance associated with the aforementioned activities, and, in particular, advisory services, bookkeeping, auditing, logistics and treasury services;

• the acquisition, holding and management of all shares or securities of French or foreign companies;

and more generally all fi nancial, commercial, industrial, civil, personal property or real property transactions directly or indirectly related to the foregoing corporate purpose, or to any similar or related corporate purposes, or likely to facilitate the application and development thereof or to make the same more profi table.All, directly or indirectly, on its own account or on the account of third parties, either alone or with third parties, in any form, in particular by means of creation of companies, subscriptions, acquisition of equity interests or holdings, limited partnerships, mergers or absorptions, advances, purchases, contribution, exchange, lease of property or sale of securities or equity interests , sale or lease of all or part of its real or personal properties, and rights, and alliances or joint ventures or by any other means.

This amendment shall take eff ect as of the date of this General Meeting (subject to the condition precedent of the approval of the said

amendment by the relevant bondholders meetings).



Ordinary Resolutions

Resolutions 26 to 39The composition of the Board of Directors of Essilor International (then renamed “EssilorLuxottica”) as of the completion

date of the contribution of the Luxottica shares held by Delfi n to Essilor as referred to in R esolution 22 of this Meeting

will be, subject to the Shareholders’ approval, composed of sixteen members:

• Eight members appointed by Delfi n :• Leonardo Del VECCHIO , EssilorLuxottica Executive Chairman

and CEO• T hree Directors representative of Delfi n: Romolo BARDIN,

Giovanni GIALLOMBARDO, Francesco MILLERI • F our additional Directors : Rafaella MAZZOLI , Gianni MION,

Lucia MORSELLI, Cristina SCOCCHIA;

• Eight members appointed by Essilor :• Hubert SAGNIÈRES , EssilorLuxottica Executive Vice-Chairman

and Deputy CEO• O ne Director representative of Valoptec Association : Juliette

FAVRE • F our Directors from the current Board of Directors of Essilor:

Henrietta FORE, Bernard HOURS, Annette MESSEMER, Olivier PÉCOUX,

• T wo Directors representing employees to be appointed by

the Central Work Council by the end of 2017.

26 Twenty-sixth resolutionAppointment of Mr. Leonardo Del VECCHIO as Director

Leonardo Del VECCHIOAge: 81 Italian national

In May 1995, he received an honorary degree in Business Administration from the Venice Cà Foscari University. In 1999, he received a Master honoris causa in International Business from MIB- Management School in Trieste, and in 2002 he received an honorary degree in Managerial Engineering from the University of Udine. In March 2006, Mr. Del VECCHIO received another honorary degree in Materials Engineering from Politecnico of Milan.

In December 2012, the Foundation CUOA awarded him an honorary master’s degree in Business Administration.

Mr. Del VECCHIO will bring to the Board his business leadership experience that has allowed him to build a history of success like Luxottica

Mr. Leonardo Del VECCHIO is the founder of Luxottica Group and has been Chairman of the Board since it was formed in 1961. He has been appointed Executive Chairman on January 29, 2016.

Mr. Del VECCHIO is also Chairman of Delfi n S.àr.l. and Aterno S.a.r.l., Deputy Chairman of Foncière des Régions S.A., Director of Beni Stabili S.p.A. SIIQ and GiVi Holding S.p.A.

In 1986, the President of the Republic of Italy conferred on Mr. Del VECCHIO the honorary title of Cavaliere dell’Ordine al “Merito del Lavoro” (Knight of the Order for Labor Merit)


requirements for ordinary general meetings, pursuant to Article 12

of the by-laws (in their version prior to the amendments approved

by this General Meeting, as applicable);


General Meeting of Resolutions 20, 21, 22, 23, 24 and 27 to 39,

and approval by the Special Meeting of shareholders with double

voting rights of the resolution related to the cancellation of

double voting rights provided for in Article 24 of the Company’s

by-laws (in their version prior to the amendments decided by

this General Meeting, as applicable);


Contribution (subject to the apport-scission regime) of all

Luxottica shares held by Delfi n to the Company, pursuant

to the terms and conditions of the Contribution Agreement

dated March 22, 2017, as mentioned in Resolution 22 of this

Meeting;

• after having reviewed the Board of Directors’ r eport;

resolves to appoint, as D irector, Mr. Leonardo Del VECCHIO , of

italian nationality.

This term of offi ce will begin on the fi nal completion date of the

Contribution (subject to the apport-scission regime) of all Luxottica

shares held by Delfi n to the Company, pursuant to the terms and

conditions of the C ontribution A greement dated March 22, 2017, as

set forth in Resolution 22 of this General Meeting.



This term of offi ce is granted for a duration that will expire (i) at

the end of the 2020 General Meeting convened to approve the

fi nancial statements for fi scal year 2019, if the C ompletion D ate

of the aforementioned Contribution occurs within 6 months from

this General Meeting , or (ii) at the end of the 2021 General Meeting

convened to approve the fi nancial statements for fi scal year 2020,

if the C ompletion D ate of the aforementioned Contribution falls

6 months after this General Meeting or later.

27 Twenty-seventh resolutionAppointment of Mr. Romolo BARDIN as Director

Romolo BARDINAge: 38 Italian national

• Member of the following Boards: Aterno Sarl, DFR investment Sarl, DFR Holding Sarl, Redfern Sarl, Delfi n Finance SA, Vast Gain Limited Ltd Sarl, Immochapelle SA, Acciaitalia Spa, Batisica S.a., Berlin I, Belin V, Immeo Lux Sarl, Immeo Berlin Prime Sarl, Berlin Prime Commercial Sarl, Immeo Valore 4 Sarl, Immeo Valore 6 Sarl.

Mr. BARDIN will bring to the Board his high level expertise in terms of strategy, management and fi nance, acquired during these years.

Mr. Romolo BARDIN is Member of the Board of Directors and Chief Executive Offi cer of Delfi n Sàrl. He began his career in Luxottica in 2002.

Mr. BARDIN also holds positions in the following organizations:• Assicurazioni Generali S.p.a. as Independent Director, Member

of the Risk and Control Committee and Member of the Related Party Transactions Committee;

• Foncière des Régions as Member of the Board of Directors, member of the Audit Committee and the Strategic and Investment Committee;




by this General Meeting, as applicable) ;


General Meeting of Resolutions 20, 21, 22, 23, 24, 26 and 28 to

39 and approval by the Special Meeting of shareholders with

double voting rights of the resolution related to the cancellation



decided by this General Meeting, as applicable);






Meeting;


resolves to appoint, as D irector, Mr. Romolo BARDIN , of italian nationality .
















28 Twenty-eighth resolutionAppointment of Mr. Giovanni GIALLOMBARDO as Director

Giovanni GIALLOMBARDOAge: 61 Italian and Luxembourgish national

From 1998 to 2001 Mr. GIALLOMBARDO has also been Chairman of the Commission for Financial Market at ABBL and Member of the Group “Security Market” at Commission de Surveillance du Secteur Financier.

Mr. GIALLOMBARDO graduated in Economics at the European School of Luxembourg and he completed a PhD in Economics and Commerce at the University of Florence.

Mr. GIALLOMBARDO was awarded:• Honorifi c decoration as “Commendatore in the order of Merit of

the Italian Republic” granted by the President of the Republic of Italy

• Honorifi c decoration as “Commander in the order of Merit” granted by the Grand Duke of Luxembourg

Mr. GIALLOMBARDO will bring to the Board his high level of expertise in terms of fi nance gained through his functions within international fi nancial institutions.

Mr. Giovanni GIALLOMBARDO is Member of the Management Board and General Manager in charge of daily management of UniCredit Luxembourg S.A.

Mr. GIALLOMBARDO is also Member of the Board of Delfi n Sarl, Immochapelle S.A. and MUDAM and Member of the Supervisory Board of Luxair S.A.

In 2011, Mr. GIALLOMBARDO has been nominated as Insurance Broker by the Luxembourg Ministry of Finance.

Previously, Mr. GIALLOMBARDO has been Member of the Management Committee of Unicredit Luxembourg S.A. (2009-2012); Chairman of the Board of Directors and CEO of Unicredit Luxembourg Finance S.A. (2005-2009); CEO of Unicredit International Bank S.A. (2004-2009); CEO of the Luxembourg Branch of Unicredito Italiano Spa (2001-2004); CEO of the Luxembourg Branch of Rolo Banca 1473 S.p.A. (1991-2001); Chairman of the Board of Directors of Rolo Pioneer Luxembourg S.A (1998-2001); Deputy – Managing Director of the Luxembourg Branch Rolo Banca 1473 Spa (1988-1999) and Manager at Citicorp Investment Bank S.A. (1984-1988).



of the by-laws, (in their version prior to the amendment approved



General Meeting of Resolutions 20, 21, 22, 23, 24, 26, 27 and

29 to 39 and approval by the Special Meeting of shareholders




amendments decided by this General Meeting, as applicable);






Meeting;


resolves to appoint, as D irector, Mr. Giovanni GIALLOMBARDO, of

Italian and Luxembourgish nationalities .
















29 Twenty-ninth resolutionAppointment of Ms. Rafaella MAZZOLI as Director

Rafaella MAZZOLI Age: 50 Italian national

She joined Egon Zehnder in 2008, becoming a Partner in 2015.

Ms. MAZZOLI earned a Degree in Business Administration at University of Trieste and an MBA from INSEAD in Fontainebleau, France.

Ms. MAZZOLI is also a member of the Steering Committee of Valore D, the Italian association of companies supporting womens’ leadership in the corporate world.

Ms. MAZZOLI will bring to the Board her high level of expertise in terms of management, retail and human resources gained during her career.

Ms. Rafaella MAZZOLI is a Partner at Egon Zehnder, based in Milan. She focuses on clients in the consumer sector, with extensive experience in the retail, fashion and luxury segments.

She is a core member of Egon Zehnder’s Global Consumer, Retail Fashion and Luxury Practice, as well as Human Resources and Assessment & Development Practices.

Ms. MAZZOLI provides expert advice in senior leadership assessment and development, is involved in CEO successions, and leads national and international executive searches for C-suite managers and top HR positions.

Ms. MAZZOLI started her career in Gruppo PAM in 1992, as Buyer, then Marketing Controller, then Hypermarket manager. In 1999, she joined Auchan, where she became Marketing Director for Italy in 2003 and she took on a joint role as Regional Retail Director in 2006.






General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 28 and











Meeting;


resolves to appoint, as D irector, Ms. Rafaella MAZZOLI, of Italian

nationality.













6 months after this General Meeting or later .



30 Thirtieth resolutionAppointment of Mr. Francesco MILLERI as Director

Francesco MILLERIAge: 57Italian national Mr. MILLERI began his career as a business consultant for Italian

groups and multinationals. He gained international experience working in a variety of industries, from mechanics to consumer goods, from fi nancial institutions to pharmaceuticals.

Alongside business consulting activities, he founded and currently leads a group of companies focused on technology and digital automation platforms.

Mr. MILLERI will bring to the Board his extensive expertise in terms of strategy and informatics technology, gained thought his functions within international corporations.

Coopted on March 1, 2016, as Director with deputy functions, Mr. Francesco MILLERI was appointed on April 29, 2016, Deputy Chairman of Luxottica Group S.p.A., to assist the Executive Chairman in carrying out the various functions associated with his current role.

Mr. MILLERI graduated with honors in Law at the University of Florence, where he worked as Assistant Professor of political economy. He later earned an MBA in Business Administration with high merit at the school of management at the Bocconi University in Milan, followed by two years of specialization in Corporate Finance at the Stern School of Business at New York University as the assignee of the “Donato Menichella” scholarship from Banca d’Italia.



of the by-laws, (in their version prior to the amendments approved














Meeting;


resolves to appoint, as D irector, Mr. Francesco MILLERI, of Italian nationality.
















31 Thirty-fi rst resolutionAppointment of Mr. Gianni MION as Director

Gianni MIONAge: 73 Italian national

From 1986 to December 2016 was CEO and Executive Deputy Chairman of Edizione Holding (Holding of the Benetton Family).

Mr. MION has been in the Board of Directors of several companies: Edizione, Atlantia, Autogrill, Telecom Italia, Benetton Group, Luxottica among them.

Mr. MION will bring to the Board his business leadership experiences as well his commitment to the development of successful international organizations

Mr. Gianni MION is Chairman of Banca Popolare di Vicenza, Chairman of Fila S.p.a and Chairman of Space2, a special purpose acquisition company.

He started his career in Peat Marwick Mitchell (now KPMG), where he worked from 1966 to 1973 as auditor in the offi ces of Rome and Chicago.

In 1973, he entered in McQuay Europa S.p.A. with a role of controller and after one year he moved in Gepi S.p.A., where he held various managerial positions until 1983 when he joined the Board of Directors of Fintermica S.p.A. and in 1985 he started to work for the Marzotto S.p.A. as Chief Financial Offi cer.









cancellation of double voting rights provided for in Article

24 of the Company’s by-laws (in their version prior to the







Meeting;


resolves to appoint, as D irector, Mr. Gianni MION , of Italian nationality.
















32 Thirty-second resolutionAppointment of Ms. Lucia MORSELLI as Director

Lucia MORSELLIAge: 60 Italian national

Subsequently she has been Chief Executive Offi cer of Telepiu Group (1995-1998), of News Corporate Europe and Stream (Sky) S.p.A (1998-2003), of Tecnosistemi S.p.A (2004), of Mikado Spa and Compagnia Finanziaria S.p.A. (2009), of Bioera S.p.A (2010-2011), of Berco Group (2013-2014) and of Acciai Speciali Terni (2014-2016).

She also served as Chairman of the Board and Chief Executive Offi cer of Magiste International SA and Scorpio Shipping Group Ltd.

Ms. MORSELLI has been also Member of the Board of Directors of NDS and TPT Spa.

In 2003 she founded the consulting fi rm Franco Tato’ & Partner.

Ms. MORSELLI will bring to the Board her extensive expertise in terms of management and business turnaround acquired during these years.

Ms. Lucia MORSELLI is Member of the Board of Fondazione Snam, Sisal Spa, Ital Brokers Spa and Snam (Cassa Depositi e Prestiti).

Furthermore, Ms. Morselli is Chief Executive Offi cer of Acciaitalia Spa.

After graduating with the highest grades in Mathematics at the University of Pisa, she completed a PhD in Mathematical Physics at the University of Rome and she holds two master degrees, the fi rst one in Business Administration at the University of Turin and the second one i n European Public Administration at the University of Milan.

She started her career at Olivetti S.p.a as collaborator of the CFO in 1982; from 1985 to 1990 she has been Senior Manager of the Strategic and Manufacturing Service at Accenture; from 1990 to 1995 she has been CFO of the Aircraft Division Department at Finmeccanica S.p.A.

















Meeting;


resolves to appoint, as D irector, Ms. Lucia MORSELLI, of Italian nationality.
















33 Thirty-third resolutionAppointment of Ms. Cristina SCOCCHIA as Director

Cristina SCOCCHIAAge: 43 Italian national

She started her career at Procter&Gamble, where since 1997 she held positions of increasing responsibility working on mature and emerging markets until she was appointed in September 2012 as Cosmetics International Operations Division leader, with the responsibility of supervising the brands in her portfolio in over 70 countries throughout the world. In July 2013 she joined L’Oréal Italia S.p.A., since January 1st, 2014 she is Chief Executive Offi cer and recently she has been appointed Chairman.

Ms. SCOCCHIA will bring to the Board her extensive expertise in terms of strategy and management acquired during these years.

Ms. Cristina SCOCCHIA is Member of the Board of Luxottica Group S.p.A., Auditel and Valtur.

Furthermore, Ms. SCOCCHIA is Vice President of Cosmetics Italy and of Centromarca and member of the Board and of the Advisory Board of Federchimica and UPA. She is also member of the Board of Industrial Union of Turin and Indicod-ECR and member of Assolombarda Committee, of the Advisory Board of the Foreign Investors Council, of the Sodalitas Foundation and President of the Cosmetics Section.

After graduating with the highest grades in Management of International Firms at Luigi Bocconi University, she completed a PhD in Business Administration at the University of Turin .

















Meeting;


resolves to appoint, as D irector, Ms. Cristina SCOCCHIA, of Italian nationality.
















34 Thirty-fourth resolutionAppointment of Mr. Hubert SAGNIÈRES as Director

Hubert SAGNIÈRESAge: 61 French and Canadian national


2016: 293 115• Other positions and directorships in listed companies as of


Mr. Hubert SAGNIÈRES has been Chairman and Chief Executive Offi cer of Essilor since January 2, 2012.

He joined Essilor in 1989 as President of International Marketing. He served as President of Essilor Canada from 1991 to 1996, then President of Essilor Laboratories of America in 1996 and President of Essilor of America, a position he held until 2005. From 2006 to 2009, he was President of Essilor Europe and North America before being named Chief Operating Offi cer in August 2008, then Chief Executive Offi cer from January 1, 2010 to January 2, 2012.





• subject to the condition precedent of the approval by this General

Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 33 and 35 to 39











Meeting;


resolves to appoint, as D irector, Mr. Hubert SAGNIÈRES, of French

and Canadian nationalities .




conditions of the C ontribution a greement dated March 22, 2017, as












35 Thirty-fi fth resolutionAppointment of Ms. Juliette FAVRE as Director

Juliette FAVREAge: 44 French national • Director of Essilor since 2015

• Director representing Valoptec Association (employee shareholding)

• Member of the Audit and Risk Committee and member of the Corporate Social Responsibility (CSR) Committee

• Number of Essilor International shares held as of December 31, 2016: 3,309

• Other positions and directorships in listed companies as of December 31, 2016: none

Ms. FAVRE contributes to the Board her deep familiarity with the Company and its manufacturing and sales operations. She has been proposed as a candidate by Valoptec Association. Her membership of the Board of Directors is a strong signal of the importance the Company attaches to employee share ownership.

Ms. Juliette FAVRE is head of the Lab 4.0 program of Satisloh (Essilor's Equipment Division) and President of Valoptec Association. She began her career at SEITA as engineer in the industrial sector. She joined Essilor in 2000 on the European distribution sector to manage organisation and support projects. In 2005, she joined the Research and Development Department as project manager in charge of New Products. In 2007, she was sent to Singapore to provide technological advisory to Asia-Pacifi c zone, then to Bangkok in 2009 in charge of Asia industrial engineering teams. In 2012, she was appointed as Industrial Director and returned to France to ensure industrial development of the Instruments Division and implement new service activities with high added value by developing the customer service and the supply chain.

















Meeting;


resolves to appoint, as D irector, Ms. Juliette FAVRE, of French nationality.













6 months after this General Meeting or later .



36 Thirty-sixth resolutionAppointment of Ms. Henrietta FORE as Director

Henrietta FOREAge: 68 American national



December 31, 2016: Director of General Mills Inc. (USA), Exxon Mobil Corporation (USA) and Theravance Biopharma Inc. (USA)

Ms. FORE will bring to the Board her business leadership experiences in both public and private sectors as well her commitment to international development organiz ations.

Ms. Henrietta FORE is Chairman of the Board of Directors and Chief Executive Offi cer of Holsman International. From 2007 to 2009, Ms. FORE was Administrator of the United States Agency for International Development (USAID), and Director of United States Foreign Assistance. She was the fi rst woman to hold these positions. From 2005 to 2007, Ms. FORE served as Under Secretary of State for Management (Chief Operating Offi cer for the Department of State). Ms. FORE served as the 37th Director of the United States Mint in the Department of Treasury from 2001 to 2005, a role for which she received the Alexander Hamilton Award in 2005, the Department of Treasury’s highest honor. Previously, she had managed private companies specializ ed in the manufacture of steel and cement products for use in the construction industry.

















Meeting;


resolves to appoint, as D irector, Ms. Henrietta FORE, of American

nationality.
















37 Thirty-seventh resolutionAppointment of Mr. Bernard HOURS as Director

Bernard HOURSAge: 60 French national

• Director of Essilor since 2009• Number of Essilor International shares held as of December 31,

2016: 5,661• Other positions and directorships in listed companies as

of December 31, 2016: Member of the Supervisory Board of Somfy S.A.

Mr. HOURS brings to the Board his experience as a senior manager of a major international group and his knowledge in the fi eld of marketing and sales.

Mr. Bernard HOURS held the position of Chief Operating Offi cer of Danone from January 2008 to September 2014 and Vice Chairman of the Board of Directors from April 2011 to October 2014. He joined Danone in 1985, working fi rst in sales and marketing for Evian and Kronenbourg, then as Marketing Director for Danone France in 1990. He was then President of Danone Hungary (1994) and Danone Germany (1996) before becoming President of LU France in 1998. In 2001, he joined the Dairy Division as President of Business Development and became Vice President of that Division in 2002.

















Meeting;


resolves to appoint, as D irector, Mr. Bernard HOURS, of French nationality.
















38 Thirty-eighth resolutionAppointment of Ms . Annette MESSEMER as Director

Annette MESSEMERAge: 52 German national

In 2013, she joined Commerzbank AG as Divisional B oard M ember, fi rst with responsibility for the capital markets client franchise and currently for the performance and steering of the division.

• Director of Essilor since 2016 • Number of Essilor International shares held as of December 31,


December 31, 2016: Member of the Supervisory Board of K+S AG (Kassel, Germany).

Ms. MESSEMER will bring to the board her extensive experience in strategy, fi nance, accounting and risk management having worked for over 20 years with leading multinational corporations and fi nancial institutions, including regulators.

Ms . Annette MESSEMER is a Divisional Board Member, Corporate Clients at Commerzbank AG in Frankfurt am Main (Germany). In this position, she also serves on all the relevant bank committees such as the group credit committee.

Furthermore, Ms. Messemer is a member of the supervisory board of K+S AG (Kassel, Germany). She has also served on the supervisory board of Commerzreal (Wiesbaden, Germany) until 2016 and of WestLB AG until 2011 (Düsseldorf, Germany).

She started her career in investment banking at J.P. Morgan in New York in 1994 to continue her career in Frankfurt and London. During the 12 years of her career at J.P. Morgan, she gained extensive experience in fi nance, leading strategic M&A and fi nancing transactions as well as risk management transactions. She left J.P. Morgan as a Senior Banker in 2006 to join Merrill Lynch as Managing Director and member of its German executive committee. In 2010, she accepted the nomination to the supervisory board of WestLB by the German ministry of fi nance, to support one of the most signifi cant bank restructurings in Germany during the fi nancial crisis.







39 and approval by the Special Meeting of shareholders with

double voting rights of the resolution related to the cancellation



decided by this General Meeting, as applicable);






Meeting;


resolves to appoint, as D irector, Ms. Annette MESSEMER, of German

nationality.
















39 Thirty-ninth resolutionAppointment of Mr. Olivier PÉCOUX as Director

Olivier PÉCOUXAge: 58 French national

• Director of Essilor since 2001• Number of Essilor International shares held as of December 31,



Mr. PÉCOUX brings to the Board his experience in fi nancial and banking matters and his extensive knowledge of Essilor that he has accompanied since 2001.

Mr. Olivier PÉCOUX is Chief Executive Offi cer of the Rothschild & Co group, which he joined in 1991.

Since June 2012, he has been Executive Director of Rothschild & Co Gestion and General Partner of Rothschild & Co SCA. He began his career at Peat Marwick then at Schlumberger as a fi nancial advisor in Paris and New York. In 1986, he joined Lazard Frères in Paris and was named Vice Chairman of the investment bank’s New York offi ce in 1988.







approval by the Special Meeting of shareholders with double










Meeting;


resolves to appoint, as D irector, Mr. Olivier PÉCOUX of French nationality.














Resolution 40 is a standard resolution covering the powers to carry out the legal formalities necessary after the Shareholders’ Meeting.

Any bearer of a copy or an extract of the minutes of this Meeting shall be vested with the power to fi le documents and eff ect publications

with regard to the above resolutions.

40 Fortieth resolutionPowers to carry out legal formalities


6 ESSILOR IN 2016

ESSILOR IN 2016

Key fi gures and highlights

€ millions 2016 2015 % Change

Revenue 7,115 6,716 +5.9%

Contribution from operations (1) 1,321 1,263 +4.6%

(% of revenue) 18.6% 18.8%

Operating profi t 1,230 1,183 +3.9%

Profi t attributable to equity holders 813 757 +7.4%

(% of revenue) 11.4% 11.3%

Earnings per share (in €) 3.79 3.57 +6.2%

Free cash fl ow (2) 900 867 +3.8%

(1) Revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating expenses).

(2) Net cash from operating activities less purchases of property, plant and equipment and intangible assets, according to the IFRS consolidated cash fl ow statement.

Contribution from operations (1)

(in € millions

and as a % of revenue)

2015 2016

1,263

18.8%

1,321

18.6%

+4.6%

Profi t attributable to equity holders(in € millions)

2015 2016

757 813

+7.4%

Earnings per share(in €)

2015 2016

3.57 3.79

+6.2%

(1) Revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating expenses).

Commenting on the 2016 results, Hubert SAGNIÈRES , Chairman

and Chief Executive Offi cer of Essilor, said:

“In 2016, Essilor achieved another year of earnings growth, continued

its mission to improve vision care around the world and expanded

its operational and geographic reach. We are beginning 2017 with

a strengthened leadership team and operational structure in order

to even more eff ectively capture the growth opportunities off ered by

the vast eye-care market. Multiple initiatives are already underway

in terms of innovation, product and service off erings. As a result,

we expect a progressive acceleration in growth over the course of

the year. Furthermore, the proposed combination with the Luxottica

group would enable the integration of lenses, frames and distribution

to open up particularly exciting new prospects”.

In 2016, Essilor continued to provide an ever-growing number

of solutions for unmet visual needs by pursuing a strategy of

expanding its scope of operations in corrective lenses, sunwear

and online sales. This strategy, which is based on innovation,

consumer marketing and partnerships, led to the launch of many

new products and about €209 million of investment in media

spend to build greater awareness of the Group’s brands among

consumers.

In corrective lenses, Essilor continued to expand into new

territories. In addition, the growth generated by new products,

media campaigns, integrated supply chain services and

acquisitions more than off set market fl uctuations in a number of

regions (notably the United States, Brazil and the Middle East).

Moreover, the Company continued to strengthen its sunwear and

online retail activities by developing innovative product ranges,

implementing new information systems and completing additional

acquisitions.


6 ESSILOR IN 2016

The 2016 fi scal year was characterized by several highlights:

• sales growth of 7.6% (excluding currency eff ects) which

refl ected healthy performance in both fast-growing

markets and Europe, mixed fortunes in North America and

the completion of 18 new partnerships and acquisitions

representing cumulative full-year revenues of approximately

€304 million;

• the global roll-out of the new Eyezen™ category of lenses

for users of digital devices and the launch in the United

States and Europe of Eye Protect System™, the new leading

lens in the fi eld of protection against UV rays and harmful

blue-violet light;

• strong growth of online retail activities, bolstered by two

signifi cant acquisitions (Vision Direct and MyOptique);

• subdued full year performance by the Sunglasses &

Readers division, despite improved momentum during the

second half;

• r obust performance by the Equipment division throughout

the year, refl ecting the appetite of many optical industry

players for the latest lens manufacturing technologies.

Consolidated revenue

% Change(reported)

% Change(like-for-like) (1)

Change in the scope of

consolidationCurrency

eff ect€ millions 2016 2015

Lenses & Optical Instruments 6,218 5,840 +6.5% +3.9% +4.3% -1.7%

North America 2,707 2,587 +4.6% +2.0% +2.8% -0.2%

Europe 1,905 1,777 +7.2% +3.4% +6.0% -2.2%

Asia/Pacifi c/Middle East/Africa 1,138 1,071 +6.2% +7.5% +1.0% -2.2%

Latin America 468 405 +15.6% +8.0% +16.1% -8.4%

Sunglasses & Readers 685 673 +1.7% +1.0% +2.5% -1.8%

Equipment 212 203 +4.8% +4.7% +0.2% -0.1%

TOTAL 7,115 6,716 +5.9% +3.6% +4.0% -1.7%(1 ) Growth at constant scope and exchange rates.

Revenue by operating segment

As a % of total revenue

Sunglasses

& Readers

10%

Equipment

3%Lenses

and Optical

Instruments

87%

Revenue by region, across all business divisions

As a % of total revenue

Europe

28%

Latin America

7%

Asia/

Pacific/

Middle East/

Africa

18%

North

America

47%

In 2016, consolidated revenue totaled €7,115 million, an increase of 7.6% excluding the currency eff ect.

On a like-for-like (1) basis, sales increased 3.6%, representing 4.1%

growth over the fi rst half-year and 3.1% over the second against a

higher comparison base.

The consolidation scope eff ect (up 4.0%) was entirely composed of

the contribution of bolt-on acquisitions (2) during the year.

The overall exchange rate eff ect (negative 1.7%) refl ected an

appreciation of the euro against the Company’s major billing

currencies, mainly the British pound, Chinese yuan, Brazilian

real, Canadian dollar and Mexican peso, partially off set by the

strengthening of both the Japanese yen, and at the end of the year,

the US dollar against the euro.

(1) Growth at constant scope and exchange rates.

(2) Local acquisitions or partnerships.


6 ESSILOR IN 2016

Consolidated Statement of Income

Condensed Statement of Income

€ millions 2016 2015 % Change

Revenue 7,115 6,716 +5.9%

Gross profi t(% of revenue)

4,18158.8%

4,01259.7%

+4.2%–

Operating expenses 2,860 2,749 +4.0%

EBITDA (a)

(% of revenue)1,69523.8%

1,64724.5%

+2.9%–

Contribution from operations (b)

(% of revenue)1,32118.6%

1,26318.8%

+4.6%–

Operating profi t(% of revenue)

1,23017.3%

1,18317.6%

+3.9%–

Finance costs, net (66) (63) –

Income tax expense 285 308 -7.8%

(tax rate) 24.5% 27.5% –

Net profi t 880 813 +8.2%

Attributable to equity holders of Essilor International(% of revenue)

81311.4%

75711.3%

+7.4%–

Earnings per share (in €) 3.79 3.57 +6.2%

(a) EBITDA is defi ned as earnings before interest, taxes, depreciation and amortization of property, plant and equipment, and intangible assets, and the re-measurement of

inventories arising from acquisitions.

(b) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other

operating expenses).

Consolidated results

4.2% increase in gross profi t

Gross profi t (revenue less cost of sales) stood at €4,181 million

for the year, representing 58.8% of revenue, versus 59.7% in 2015.

Despite signifi cant operating effi ciency gains, the fall in gross

margin was due to two major factors, namely weaker lens sales

in North America and the growth of the online business, for which

gross profi t is below the Company average.

Operating expenses: up 4.0%

Operating expenses amounted to €2,860 million and represented

40.2% of revenue, versus 40.9% in 2015.

They mainly included:

• €214 million in R&D and engineering costs, stable compared

to 2015;

• €1,750 million in selling and distribution costs, up from

€1,678 million in 2015, mainly refl ecting sales force

expansion.


6 ESSILOR IN 2016

Contribution from operations (1) kept at a high level

Contribution from operations (1) rose 4.6% to €1,321 million while

the margin retreated to 18.6% of revenue. This slight deterioration

(down 20 basis points) refl ected the combination of:

• fi rstly, positive operating leverage linked to organic growth1

in Company revenue and synergies implemented with

partners;

• secondly, the dilution resulting from bolt-on acquisitions (2),

in particular those made in the online retail sector and

whose contribution from operations (1) as a percentage of

sales was lower than the Company average.

Operating profi t: up 3.9% to €1,230 million or 17.3% of revenue

“Other income and expenses from operations” represented a net

expense of €91 million versus a net expense of €80 million in 2015.

These outlays covered:

• a total of €33 million in charges for restructuring provisions,

mainly related to the streamlining of a number of production

sites, the restructuring of trade fl ows and the impairment of

intangible assets in North America;

• compensation costs for share-based payments (in particular

performance share plans), totaling €64 million.

Finance costs and other fi nancial income and expenses, net

This item came to a net expense of €66 million, compared with

€63 million in 2015.

Profi t attributable to equity holders: up 7.4% to €813 million

Profi t attributable to equity holders is stated after:

• €285 million in income tax expense compared with

€308 million in 2015, representing an eff ective tax rate of

24.5%, compared with 27.5% in 2015. The lower rate was

mainly due to a reduction in the tax on dividends as a result

of a signifi cant part of the 2015 fi scal year dividend being

paid in Company shares, as well as to the advance pricing

agreement (APA) on royalty rates signed between France

and the United States in 2016;

• €67 million in non-controlling interests, compared with

€56 million in 2015. This increase was primarily due to

the impact of higher earnings for a number of Essilor’s

partners, in particular in Asia and Russia.

Earnings per share were €3.79, an increase of 6.2% which

outpaced the growth in revenue.

(1) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other

operating expenses).

(2) Local acquisitions or partnerships.


7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA

PRESENTATION OF THE PROPOSED COMBINATION

BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA

Benefi ts of the transaction for Essilor, Luxottica and their respective shareholders

Creation of an integrated company through the unique combination

of global players with complementary strengths

The proposed combination would benefi t Essilor, Luxottica and

their respective shareholders through a signifi cant increase in the

geographic and commercial reach of their respective operations.

This would provide the combined company with additional

resources to combat problems of awareness and access to

care against vision problems and serve the growing appetite for

premium brands in eyewear , creating the traction necessary to

unlock the underlying growth potential in vision care, particularly

in underserved markets. With this additional scale, the combined

company would also have greater fl exibility to invest and capture

internal and external growth opportunities.

This proposed combination is particularly attractive for the

companies and their shareholders because Essilor and Luxottica

have signifi cant complementary strengths. Essilor and Luxottica

would each gain entry into new markets and sectors where they

currently have a more limited presence but the other company is

an established player, unlocking new opportunities for growth and

innovation.

Terms and conditions of the transaction

The strategic combination between Essilor International and Luxottica,

would be carried out as follows :

(i) P ursuant to a contribution subject to the apport-scission regime

submitted to the approval of the Company’s General Shareholders’

Meeting, Delfi n would contribute its entire stake in Luxottica

(62.55%) (1) to the Company in exchange for new ordinary shares

to be issued by the Company, on the basis of an exchange ratio

of 0.461 Essilor shares for one Luxottica share (subject to an

adjustment provided for in the relevant contribution agreement,

which is the subject of Resolution 22 of the Combined General

Shareholders' Meeting of May 11, 2017);

(ii) T he Company would implement a hive-down of its activities

and equity interests into one of its wholly-owned subsidiaries

that would be renamed “Essilor International”;

(iii) T he Company would be renamed “EssilorLuxottica” and would

become a holding company;

(iv) T he Company would subsequently launch a mandatory exchange

off er in accordance with the provisions of Italian law, to acquire all

of the remaining issued and outstanding Luxottica shares, pursuant

to the same exchange ratio as for the contribution of Delfi n, with a

view of delisting the Luxottica shares.

Stable shareholder structure (resulting from the completion of the Contribution)

The proposed transaction would create a benefi cial and stable long-

term shareholding structure for the combined company. Following

the Contribution and the Off er, Delfi n would own between 31%(2 )

and 38% (2 ) of the share capital of EssilorLuxottica. Mr. Del VECCHIO ,

as Executive Chairman and Chief Executive Offi cer of the combined

company and ultimate controlling person of Delfi n, would be fully

aligned on the strategic goals of EssilorLuxottica and enable it to forge

forward supported by a unique growth strategy. The proposed

transaction would also provide an opportunity for the employees of

EssilorLuxottica to participate in the anticipated value creation and

success through their meaningful share ownership in the combined

company.

(1) As of December 31, 2016.

(2) On a fully diluted basis.


7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA

Changes to voting rights of the Essilor shares (subject to approval by the Special Meeting of holders of shares with double voting rights attached and the Combined General Shareholders’ Meeting of May 11, 2017)

In connection with the contemplated combination, changes to the

by-laws of the combined company shall be adopted and become

eff ective as of the completion date of the contribution (subject to

the apport-scission regime) of all Luxottica shares held by Delfi n to

the Company, in particular in order to:

• Rename the company “EssilorLuxottica”;

• Cancel the deciding vote of the Chairman of the Board of Directors;

• Cancel the double voting rights attached to certain shares

of Essilor: Essilor’s (and, following the contemplated

contribution, EssilorLuxottica’s) shareholders would no

longer have any similar benefi t, even if they hold registered

shares for at least two years or another period of time;

• Cap the voting rights of any shareholder at 31%: as a result,

no shareholder would be allowed to express more than

31% of the total number of voting rights of the combined

company (subject to a formula described in the new by-laws

of the company).

Key steps of the transaction

ESSILOR

Delfin

62%8%

Othershareholders

LUXOTTICA

Before transaction 1

* Assuming 100% acceptance rate.

Employees

and partners

Othershareholders

Delfin shall contribute its entire stake in Luxottica

to EssilorLuxottica

3

ESSILORLUXOTTICA

5%

Othershareholders

Employees

and partners

Othershareholders

LUXOTTICA

Delfin

38%

100% 62%

ESSILOR becomes

ESSILORLUXOTTICA

Delfin

62%8%

Othershareholders

LUXOTTICA

A. Essilor shall implement a hive-down

of its activities and equity interests

into one of its wholly-owned

subsidiaries renamed “Essilor International”

B. Essilor shall be renamed “EssilorLuxottica”

and will become a holding company

2

Employees

and partners

Othershareholders

EssilorLuxottica shall subsequently launch

a mandatory exchange offer to acquire all

of the remaining issued and outstanding

Luxottica shares

4

ESSILORLUXOTTICA

4%*

Othershareholders

Employees

and partners

LUXOTTICA

Delfin

31%*

100% 100%*

ESSILOR

INTERNATIONAL

100%

ESSILOR

INTERNATIONAL

ESSILOR

INTERNATIONAL

To consult all the documents related to this Combined Shareholders' Meeting, in particular the documents related to this transaction,

please go on: www.essilor.com, section : Investors/Annual Shareholders' Meeting.


8 GOVERNANCE

GOVERNANCE

As of March 22, 2017, Essilor’s Board of Directors has fourteen

members, including three members representing employee

shareholders and one member representing employees.

Members of the Board of Directors contribute their management

expertise and/or experience to the Company in a variety of areas,

including general and practical business knowledge, expertise in

a specifi c Essilor International business segment or several years

of experience in managing international companies. This diversity

and this complementarity of backgrounds is also a result of the

internationalization of the Board of Directors, on which people

of six diff erent nationalities serve (American, Canadian, Chinese

French, German and Singaporean). The Company’s Directors have

a duty of care and exercise complete freedom of judgment.

The operations of the Board of Directors and the special Board

Committees are governed by internal rules adopted by the Board

at its meeting of November 18, 2003, and revised several times

since then, and by a Directors’ Charter. The main elements of these

two documents are reproduced in full, along with the Articles,

on the Company’s website, in the “Group / A unique governance

model” Section.

In 2016, the Board of Directors held fi ve meetings, including one

meeting focused on the Company’s strategy. The average duration

of the meetings was three hours. The average attendance of the

Directors at the Board Meetings was close to 99% for all the

meetings of the Board and the Committees.

Committees of the Board of Directors as of March 22, 2017

Audit and Risk Committee

• Annette MESSEMER, Chairwoman

• Philippe ALFROID

• Juliette FAVRE

• Jeanette WONG (1)

Nominations Committee

• Olivier PÉCOUX, Chairman

• Philippe ALFROID

• Bernard HOURS

• The Chairman and Chief Executive Offi cer and a Director

representing employee shareholders are involved

in the work of the Committee.

Executive Offi cers and Remuneration Committee

• Bernard HOURS, Chairman

• Henrietta FORE

• Marc ONETTO

Corporate Social Responsibility (CSR) Committee

• Louise FRÉCHETTE, Chairwoman

• Antoine BERNARD DE SAINT-AFFRIQUE

• Juliette FAVRE

• Hubert SAGNIÈRES

Strategy Committee

(all the members of the Board of Directors)

(1) Jeanette WONG has been appointed on a provisional basis to the Board of Directors of Essilor International as from March 22, 2017. Her appointment is submitted for

ratifi cation by the Shareholders’ Meeting of May 11, 2017, to replace Benoît BAZIN who expressed his wish to have his term of offi ce as Director terminated.


8 GOVERNANCE

Members of the Board of Directors as of March 22, 2017

Hubert SAGNIÈRES (1) Juliette FAVRE (1)

• Age: 61• Countries of citizenship: France and Canada• Chairman and Chief Executive Offi cer

of Essilor since January 2, 2012• Date of fi rst appointment: May 14, 2008• End of term: 2017• Other directorships and positions in listed

companies as of December 31, 2016: none

• Age: 44• Country of citizenship: France• Head of Lab 4.0 program of Essilor’s

Equipment division (Satisloh)• Director representing employee

shareholders• Date of fi rst appointment: May 5, 2015

(with eff ect from May 6, 2015)• End of term: 2017• Other directorships and positions in listed


Philippe ALFROID (1) Henrietta FORE (2)

• Age: 71• Country of citizenship: France• Former Chief Operating Offi cer of Essilor

(1996 - 2009)• Non-independent Director• Date of fi rst appointment: May 6, 1996• End of term: 2017• Other directorships and positions in listed

companies as of December 31, 2016: Director of Eurogerm, Gemalto NV (Netherlands) and Wabtec Corporation (USA)

• Age: 68• Country of citizenship: USA• Chairman of the Board of Directors

and Chief Executive Offi cer of Holsman International (USA)

• Independent Director• Date of fi rst appointment: May 11, 2016• End of term: 2019• Other directorships and positions in listed

companies as of December 31, 2016: Director of General Mills Inc. (USA), Exxon Mobil Corporation (USA) and Theravance Biopharma Inc. (USA)

Antoine BERNARD DE SAINT-AFFRIQUE (2) Louise FRÉCHETTE (2)

• Age: 52• Country of citizenship: France• Chief Executive Offi cer of Barry Callebaut

(Switzerland)• Independent Director• Date of fi rst appointment: May 15, 2009• End of term: 2018• Other directorships and positions in listed


• Age: 70• Country of citizenship: Canada• Member of the Board of the Global

Leadership Foundation (UK)• Independent Director• Date of fi rst appointment: May 11, 2012• End of term: 2018• Other directorships and positions in listed


Maureen CAVANAGH Yi HE (1)

• Age: 53• Country of citizenship: USA• President of Vision Impact Institute (USA)• Director representing employee

shareholders• Date of fi rst appointment: May 16, 2013• End of term: 2019• Other directorships and positions in listed


• Age: 63• Country of citizenship: China• President of Essilor (China) Holding

Company• Director representing employee

shareholders• Date of fi rst appointment: May 11, 2010• End of term: 2017• Other directorships and positions in listed

companies as of December 31, 2016: Director of Sun Art Retail Group Ltd (China)

(1) Term of offi ce to be renewed at the Shareholders’ Meeting of May 11, 2017.

(2) Each year, the Board of Directors reviews the situation of each of its members with regard to the independence criteria set out in the AFEP-MEDEF Code in force. T he Board

of Directors concluded that, out of the fourteen Board members, seven (as indicated above) could be considered independent. Thus, the independence ratio reaches 70%,

pursuant to the recommendations of the AFEP-MEDEF Code (i.e., not including the three Directors representing employee shareholders and the Director representing

employees).


8 GOVERNANCE

Franck HENRIONNET Marc ONETTO (2)

• Age: 45• Country of citizenship: France• European Service Center Manager

in the Instruments Division of La Compasserie (Meuse-France) at Essilor

• Director representing employees• Date of fi rst appointment: October 28, 2014

(Works Council appointment)• End of term: 2017• Other directorships and positions in listed


• Age: 66• Country of citizenship: France and USA• Former Senior Vice-President Worldwide

Operations and Customer Service at Amazon (2006-2013)

• Independent Director• Date of fi rst appointment: May 5, 2015• End of term: 2018• Other directorships and positions in listed

companies as of December 31, 2016: Director of Flex Ltd (Singapore)

Bernard HOURS (2) Olivier PÉCOUX

• Age: 60• Country of citizenship: France• Former Chief Operating Offi cer of Danone

(January 2008 to September 2014)• Independent Director• Date of fi rst appointment: May 15, 2009• End of term: 2018• Other directorships and positions in listed

companies as of December 31, 2016: Member of the Supervisory Board of Somfy SA

• Age: 58• Country of citizenship: France• Chief Executive Offi cer of the Rothschild &

Co group• Non-independent Director• Date of fi rst appointment: May 3, 2001• End of term: 2018• Other directorships and positions in listed


Annette MESSEMER (2) Jeanette WONG (1) (2)

• Age: 52• Country of citizenship: Germany• Divisional Board Member, Corporate

Clients, Commerzbank AG (Germany) • Independent Director• Date of fi rst appointment: May 11, 2016• End of term: 2019• Other directorships and positions in listed

companies as of December 31, 2016: Member of the Supervisory Board of K+S Aktiengesellschaft (Germany)

• Age: 57 • Country of citizenship: Singapore• DBS Group (Singapore) Executive• Independent Director• Appointment on a provisional basis as from

March 22, 2017• Other directorships and positions in listed


(1) Jeanette WONG has been appointed on a provisional basis to the Board of Directors of Essilor International as from March 22, 2017. Her appointment is submitted for

ratifi cation by the Shareholders’ Meeting of May 11, 2017, to replace Benoît BAZIN who expressed his wish to have his term of offi ce as Director terminated.

(2) Each year, the Board of Directors reviews the situation of each of its members with regard to the independence criteria set out in the AFEP-MEDEF Code in force. T he Board

of Directors concluded that, out of the fourteen Board members, seven (as indicated above) could be considered independent. Thus, the independence ratio reaches 70%,

pursuant to the recommendations of the AFEP-MEDEF Code (i.e., not including the three Directors representing employee shareholders and the Director representing

employees).


8 GOVERNANCE

Members of the Board of Directors of EssilorLuxottica resulting from the combination between Essilor International and Luxottica (1)

Members appointed by Delfi n

Leonardo Del VECCHIO Francesco MILLERI

• Age: 81• Country of citizenship: Italy• Executive Chairman and CEO

of EssilorLuxottica

• Age: 57• Country of citizenship: Italy• Deputy Chairman of Luxottica Group S.p.A. (Italy)• Director representing Delfi n

Romolo BARDIN Gianni MION

• Age: 38• Country of citizenship: Italy• Chief Executive Offi cer of Delfi n

(Luxembourg)• Director representing Delfi n

• Age: 73• Country of citizenship: Italy• Chairman of Banca Popolare di Vicenza

(Italy), Fila S.p.A. (Italy) and Space2 (Italy)• Independent Director

Giovanni GIALLOMBARDO Lucia MORSELLI

• Age: 61• Countries of citizenship: Italy and

Luxembourg• General Manager of UniCredit

Luxembourg SA• Director representing Delfi n

• Age: 60• Country of citizenship: Italy• Chief Executive Offi cer of Acciaitalia S.p.A.

(Italy)• Independent Director

Rafaella MAZZOLI Cristina SCOCCHIA

• Age: 50• Country of citizenship: Italy• Consultant at Egon Zehnder (Italy)• Independent Director

• Age: 43• Country of citizenship: Italy• Chairman and Chief Executive Offi cer

of L’Oréal Italia S.p.A. (Italy)• Independent Director

(1) As of the closing date of the contribution by Delfi n of all its shares in Luxottica. To be submitted for the approval of the General Shareholders’ Meeting of May 11, 2017.


8 GOVERNANCE

Members appointed by Essilor International

Hubert SAGNIÈRES Bernard HOURS

• Age: 61• Countries of citizenship: France

and Canada• Executive Vice-Chairman and

Deputy CEO of EssilorLuxottica

• Age: 60• Country of citizenship: France• Former Chief Operating Offi cer of Danone

(January 2008 to September 2014)• Independent Director

Juliette FAVRE Annette MESSEMER

• Age: 44• Country of citizenship: France• Head of Lab 4.0 program of Essilor’s

Equipment division (Satisloh)• Director representing

Valoptec Association (employee shareholding)

• Age: 52• Country of citizenship: Germany• Divisional Board Member , Corporate

Clients, Commerzbank AG (Germany)• Independent Director

Henrietta FORE Olivier PÉCOUX

• Age: 68• Country of citizenship: USA• Chairman of the Board of Directors

and Chief Executive Offi cer of Holsman International (USA)

• Independent Director

• Age: 58• Country of citizenship: France• Chief Executive Offi cer of the Rothschild &

Co group• Non-independent Director

Two directors representing employees will also be appointed by the Central Works Council of Essilor by the end of 2017.


9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY

REPORT ON THE EXECUTIVE CORPORATE OFFICERS

COMPENSATION POLICY

This report describes the principles and criteria for the

determination, distribution and award of the fi xed, variable and

exceptional components that make up total compensation and

benefi ts of any kind attributable to Essilor Executive Corporate

Offi cers for 2017 which will be submitted, as required by the “Sapin

2” Act, for the approval of the Shareholders’ Meeting of May 11, 2017

pursuant to Article L.225-37-2 of the French Commercial Code.

These principles and criteria will apply, where appropriate, to

any successor of both the current Chairman and Chief Executive

Offi cer and the President and Chief Operating Offi cer until the next

Shareholders’ Meeting. Likewise, these principles and criteria will

apply, where appropriate, to any additional Executive Corporate

Offi cer appointed during the 2017 fi nancial year until the next

Shareholders’ Meeting.

In addition to the items described below, a sign-on premium may

be paid in accordance with the principles established for these

purposes by the AFEP-MEDEF Code, to an Executive Corporate

Offi cer recruited externally to compensate them for elements of

compensation lost as a result of resignation from their previous

position.

It is specifi ed that the payment of the variable components and

exceptional components, if any, for fi scal 2017, is dependent on

approval by the Shareholders’ Meeting called to approve the

fi nancial statements for the year 2017.

Note: the policy described below applies to Executive Corporate

Offi cers . In the event that the Company has to appoint a

Non-Executive Board Director , then it will comply with the

recommendations set out in the AFEP-MEDEF Code.

Principles

The compensation of Executive Corporate Offi cers is set by

the Board of Directors on the recommendation of the Executive

Offi cers and Compensation Committee and in accordance with the

following key principles:

• compensation must be aligned with shareholder interests

and foster the creation of long-term shareholder value;

• the variable portion of the compensation must be closely

linked to the Company’s performance;

• compensation must be considered as a whole: all

components and the balance of those components must be

taken into account;

• compensation must be competitive with regard to the

practices of French and international companies in similar

markets;

• compensation must be aligned with the Company’s culture

and values;

• compensation must be governed by simple, clear,

transparent rules.

Fixed compensation

This must be such as to attract talented individuals from within

the Company – or, as necessary, from outside the Company – to the

most senior management positions. It must also be suffi cient to

engage their commitment and loyalty toward a long-term project.

It refl ects the extent of the holder’s role and length of service in the

position, and must be consistent with market practice.

The topic of changes to fi xed compensation is reviewed annually.

The criteria taken into account when deciding on an increase

are changes in the scope of responsibility, the holder’s level of

performance and development in the position, the economic

and social environment in the Group’s main countries, and the

positioning relative to the market for equivalent positions in

multinational companies of comparable size.

As part of the proposed combination of Luxottica and the

Company, in the event of fi nal completion of this combination

and in compliance with the rules and principles set out above,

the Board of Directors will increase the fi xed compensation of

Executive Corporate Offi cers so as to refl ect changes in their

scope of responsibility. This increase will become eff ective on the

fi rst day of the month following the closing date of the contribution

of all Luxottica shares to Essilor.

Annual performance compensation (annual variable component)

The annual variable component rewards the achievement of

the year’s strategic targets.

The variable component accounts for 100% of the fi xed

compensation if targets are fully achieved. It may reach 200%

(absolute cap) of the fi xed compensation if the targets are

exceeded.

The variable component structure and targets are defi ned at the

start of each fi scal year. The assessment of the achievement of

said targets takes place at the start of the following fi scal year,

after the Audit Committee has approved the results.



The quantitative indicators must represent a preponderant

proportion in the structure of the variable component and are

selected from those that best refl ect the successful execution of

the strategy. The weighting between each indicator is reviewed

annually to best take into account the year’s priorities.

A target level (corresponding to 100% achievement of target) is set

for each indicator. The target level is set such that it represents an

ambitious yet achievable goal. A minimum and maximum level are

set based on that target level. The minimum level is the threshold

that triggers achievement of the target: below this minimum level,

no variable compensation is paid. The maximum level corresponds

to the cap on the target achievement rate. The philosophy is to

encourage Executive Corporate Offi cers to exceed the target level

and aim for outperformance. The indicator levels are set by taking

into account the global economic context, forecasts for growth in

the optical industry sector, and factors internal to the Company.

To assess the achievement of fi nancial targets, indicators are

calculated by neutralizing factors outside the Executive Corporate

Offi cer’s control (such as exchange rate fl uctuations and changes

in Group consolidation).

As part of the planned combination of Essilor and Luxottica,

performance criteria of Executive Corporate Offi cers will change

in the event that Luxottice contributes shares to Essilor, in order

to take into account the new group’s strategy as well as changes

to the scope of responsibilities of Executive Corporate Offi cers.

A distinction should be drawn between objectives of Executive

Corporate Offi cers depending on whether they are placed before

or after the fi nal transaction is completed with Luxottica.

The structure and objectives set for 2017 pertaining to the

Executive Corporate Offi cers are summarized below.

● Objectives before the fi nal completion date

of the transaction with Luxottica

The target variable part of Executive Corporate Offi cers is made up

of the following three objectives:

Chairman and Chief Executive

Offi cer

President and Chief Operating

Offi cer

Organic growth 25% 30%

Restated net EPS 25% 30%

Specifi c objectives 50% 40%

Each objective will be assessed on a scale from 0% to 200%.

Among the specifi c objectives are quantifi able objectives, the

successful implementation of the proposed combination and the

development of long-term growth plans.

● Objectives after the fi nal completion date

of the transaction with Luxottica

The target variable part of Executive Corporate Offi cers is made up

of the following three objectives:

Executive Chairman and

Chief Executive Offi cer

Executive Vice-Chairman and

Deputy Chief Executive Offi cer

Organic growth 30 % 30 %

Restated net EPS 30 % 30 %

Specifi c objectives 40 % 40 %

Each objective will be assessed on a scale from 0% to 200%.

Among the specifi c objectives are quantifi able objectives and the

successful implementation of an integration plan .

Long-term compensation plan

The long-term compensation plans are designed to encourage

creation of lasting value for shareholders and to promote an

alignment of the interests of the Executive Corporate Offi cers with

those of shareholders.

Since 2010, these plans have primarily taken the form of an

award of performance shares pursuant to Articles L.225-197-1 .

of the Commercial Code and the authorizations approved by the


Throughout its history, Essilor has developed an employee

shareholding culture that has played a fundamental role in its

development and success. Performance share awards are a key

component of the Company’s compensation policy. In addition, the

“performance shares” component of the compensation structure

has a major weighting that increases by level of responsibility.

For executives, performance shares must represent the largest

portion of total compensation (fi xed + performance-based variable

+ performance shares). This is key to ensuring alignment with

shareholder interests.

● Terms for performance share awards

These awards occur during the same calendar periods.

Performance shares awarded to Executive Corporate Offi cers

must comply with the following ceilings:

• valued in accordance with the IFRS applied in preparing

the consolidated fi nancial statements, an award may not

represent an amount greater than 75% of target total

compensation (corresponding to the sum of annual fi xed

compensation, target variable component for the fi scal year

and the long-term incentive valued in accordance with IFRS);

• an Executive Corporate Offi cer may not receive an award

exceeding 7% of the total awards (stock-options +

performance shares) granted each year.



● Vesting conditions of performance shares

Unless a sizeable transaction occurs that aff ects the Company

and has a signifi cant impact on the selected performance criteria,

the vesting of performance shares is wholly subject to the

achievement of performance conditions measured over a period

of at least three years and an employment condition:

• the performance criteria selected are designed to

guarantee creation of lasting value for shareholders and

align the interests of the benefi ciaries with those of the

shareholders. For this purpose, the main criterion is linked

to the performance of the Company’s shares;

• a condition of employment for a minimum of three years

is also stipulated in order to guarantee the long-term

commitment of the benefi ciaries to serve the Company. In

cases of retirement, disability or death, this employment

condition is lifted.

The Executive Corporate Offi cers must meet additional

performance conditions in addition to the performance conditions

applicable to all plan benefi ciaries.

● Other obligations

To strengthen alignment with shareholders’ interests, the Executive

Corporate Offi cers are required to keep one-third of the shares

vested throughout their term of offi ce. This requirement to keep

shares is lifted when Executive Corporate Offi cers permanently

hold an aggregate number of shares equivalent to two years’

target cash compensation (fi xed + variable component) , through

acquiring shares and exercising of stock-options . The target cash

compensation used is that of the year during which an Executive

Corporate Offi cer intends to sell performance shares.

In accordance with the AFEP-MEDEF Code, the Executive Corporate

Offi cers have pledged not to use any hedging strategies, until the

expiration of their term of offi ce, to manage the risk related to the

shares awarded under long-term incentive plans.

Pursuant to the Directors’ Charter, Executive Corporate Offi cers

are required to:

• refrain from any transactions involving the Company’s stock

during the period preceding the publication of privileged

information of which they have knowledge;

• abide by the 30-day “blackout periods” through and including

the publication date of the annual and half-year fi nancial

statements and the 15-day “blackout periods” through and

including the publication date of quarterly information. The

schedule for these blackout periods is drawn up annually.

Exceptional compensation

The Board of Directors has adopted the principle by which

the Executive Corporate Offi cers may receive exceptional

compensation under certain circumstances which must be

specifi cally disclosed and justifi ed, bearing in mind that the

payment of such compensation can only be made subject to the

approval of shareholders pursuant to Article L.225-37-2 of the

French Commercial Code.

This exceptional compensation may not exceed 100% of the fi xed

compensation of the Executive Corporate Offi cer.

Supplementary pension

The supplementary pension plan is designed to reward the loyalty

of Executive Corporate Offi cers who have spent a signifi cant

portion of their careers with the Company by entitling them to a

retirement pension in line with market practices.

The supplementary pension plan is built around the following

principles:

1. a minimum length of service condition of 10 years must be

met to benefi t from the plan;

2. the pension benefi t is proportional to length of service in the

Group;

3. the reference compensation on which the calculation of the

fi nal pension is based is calculated according to compensation

paid over the last three years;

4. pursuant to applicable law , annual potential rights are capped

at 3% of annual compensation and subject to the fulfi llment of

performance conditions;

5. the fi nal pension benefi t is capped.

Essilor reserves the right to adjust the supplementary pension

plan to take account of legislative developments and market

practices.

Employee benefi ts: Group death / disability and health insurance plans and the defi ned contribution pension plan

Executive Corporate Offi cers are eligible for the Group

death / disability and health insurance plans and the defi ned

contribution pension plan set up by the Company for all its

managers and executives.

The defi ned-contribution pension plan is based on a fl at employer-

contribution rate, currently set at 1% of gross compensation paid.

Benefi ts in kind

Executive Corporate Offi cers are eligible for:

• a company car, in accordance with the Company’s internal

rules;

• unemployment insurance.



Suspension of the employment contract for Executive Corporate Offi cers upon appointment

Developing an eff ective long-term strategy means not only having

a thorough knowledge of the market, customers, competitors

and technologies, but also of the Company’s culture. For that

reason, Essilor prioritizes internal talent development as much as

possible.

When an employee with at least 10 years’ service in the Company

is promoted to an Executive Corporate Offi cer position, the Group’s

policy is to suspend his/her employment contract. In eff ect, this

solution prevents the resignation of an employee or the initiation

of a mutually agreed termination procedure for an employee who

has been successful in the Group.

Termination benefi ts for an Executive Corporate Offi cer whose employment contract has been suspended

An Executive Corporate Offi cer whose employment contract has

been suspended is not entitled to any compensation for loss of

offi ce in the event that their appointment as Executive Corporate

Offi cer is terminated .

On the other hand, a termination benefi t may be paid if, following

the termination of the corporate offi ce, the employment contract

were terminated at the Company’s initiative, except for serious or

gross misconduct , subject to the following conditions:

• a termination benefi t was included in the employment

contract entered into prior to the appointment as Executive

Corporate Offi cer ;

• the termination benefi t is in any event capped at two years

of the compensation specifi ed in the employment contract;

• the portion of the termination benefi t that exceeds the

legal or collective bargaining agreement limits is subject to

performance conditions (see the diagram below).

Termination benefi ts required by law or related

to the collective agreement owed, except in the

event of serious or gross misconduct, pursuant

to seniority acquired as an employee before

appointment as an Executive Corporate Offi cer

Not subject to performance conditions

+

Supplementary benefi ts, except in the event of

serious or gross misconduct

Subject to performance conditions

Amount determined based on the achievement

rate of the performance conditions

≤

Two years of

compensation

related to the

employment

contract

It should also be noted that the calculation of the termination benefi t will be based on the compensation in eff ect at the time the employment

contract was suspended.

Termination benefi ts for an Executive Corporate Offi cer whose employment contract has not been suspended

In this confi guration, which currently does not correspond to

the situation of any of the Group’s Executive Corporate Offi cers ,

the Company’s policy would be to adhere strictly to the law and

recommendations of the AFEP-MEDEF Code. Thus:

• this compensation would be capped at two years’ cash

compensation (corresponding to the average of fi xed and

variable compensation received in the last three years prior

to departure);

• this may only be paid in the event of a compelled departure

conditional upon and fully subject to the achievement of

performance conditions.

Use of external consultants and market practices benchmark

The Executive Offi cers and Remuneration Committee uses

independent specialist fi rms to measure the competitiveness of

its executive compensation.

Compensation surveys cover French and international

multinationals comparable to Essilor in terms of revenue, number

of employees, market capitalization, business sectors, degree of

internationalization, and performance profi le.

These surveys provide the Executive Offi cers and Remuneration

Committee with insight into the competitive positioning of the

compensation paid to the Executive Corporate Offi cers , and

into market trends. They are also one of the elements used to

determine their compensation.

Without being prescriptive, the positioning sought is roughly the

median for fi xed compensation and above the median for total

compensation (fi xed + variable component + long-term incentive).

The level of competitiveness of the compensation for Executive

Corporate Offi cers of the Company is directly related to their

performance.


10 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS

SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS

Issued and unissued authorised capital(1): the table below summarises the currently valid delegations granted by the Shareholders’

Meetings of May 5, 2015 and May 11, 2016 to the Board of Directors relating to capital, and indicates the use of these delegations.

Delegation type

Date of Shareholders’

Meeting (resolution number)

Period (expiration date) Maximum amount authorised

Overall use at

12/31/2016

Share capital increases for employees and executive corporate offi cers

Share capital increase reserved for employees

May 11, 2016(12th)

21 months(February 10, 2018)

1.5% of the share capital(at the issue date)

0.15%

Free share award (performance shares) for employees and executive corporate offi cers

May 5, 2015(14th)

38 months(July 4, 2018)

2.5% of the share capital(at the grant date)

1.27%

Stock subscription options award for employees

May 5, 2015(15th)


1% of the share capital(at the grant date)

0.10%

Share capital increases

Capital increase through a share issue with preferential subscription rights

May 11, 2016(13th)


1/3 of the share capital (at the date of the Shareholders’ Meeting)

€1,500 million for securities borrowing

None

Capital increase through a share issue without preferential subscription rights

May 11, 2016(14th)


10% of the share capital (at the date of the Shareholders’ Meeting)€1 billion for securities borrowing

None

Award of shares to qualifi ed investors or a small circle of investors (Art. L.411-2 II of the French Monetary and Financial Code)

May 11, 2016(15th)


10% of the share capital (at the date of the Shareholders’ Meeting)

€1.2 billion for securities borrowing

None

Greenshoe option (applicable under Resolutions 13, 14, 15)

May 11, 2016(16th)


15% of the initial issue None

Capital increase in payment for a capital contribution in kind

May 11, 2016(17th)


10% of the share capital at the date of the Shareholders’ Meeting

None

Share issue based on price terms alternative to those laid down in Resolutions 17 and 20

May 11, 2016(18th)


10% of the share capital at the date of the Shareholders’ Meeting

None

Overall limit of authorizations without preferential subscription rights or reserved for contributions in kind (Resolutions 14, 15, 16, 17, 18)

May 11, 2016(19th)


10% of the share capital (at the date of the Shareholders’ Meeting)

This ceiling is deducted from the overall ceiling of one-third of the

share capital (Resolution 16)

None

Capital increase through the capitalization of reserves, profi t, premiums or other items

May 11, 2016(20th)


€500 million None

Buyback by the Company of its own shares

Purchase by the Company of its own shares

May 11, 2016(10th)

18 months(November 10, 2017)

10% of the share capitalat the purchase date

0.13%

Reduction in share capital by cancellation of shares

Cancellation of shares acquired by the Company under Article L.225-209 of the French Commercial Code

May 11, 2016(11th)

24 months(May 10, 2018)

10% of the share capital on the day of cancellation

per 24-month period

None

(1) Article L.225-100 of the French Commercial Code.

REQUEST FOR DOCUMENTS

AND INFORMATION

Combined General Meeting of May 11, 2017

I, the undersigned:

First name and FAMILY NAME: ............................................................................................................................................................................................................

ADDRESS: ..................................................................................................................................................................................................................................................

Owner of ........................................... shares in ESSILOR INTERNATIONAL in the form of:

............................................. registered shares,

............................................. bearer shares, held in an account with (1) : .......................................................................................................................................

request that the following be sent to me:

in accordance with Article R.225-88 of the French Commercial Code, and in view of the General Meeting, the documents and

information referred to in Article R.225-83 of the French Commercial Code.

In ...................................................... on ...................................................... 2017

If you wish to receive the documents and information,

all requests must be sent to:

SOCIÉTÉ GÉNÉRALE

Service des Assemblées

CS 30812

44308 Nantes Cedex 03

FRANCE

NB – Pursuant to Article R.225-88, paragraph 3 of the French Commercial Code, holders of registered shares may, with a single request,

have the Company send them the documents referred to in Article R.225-83 of the French Commercial Code for each subsequent


(1) State the bank, fi nancial establishment and the broker responsible for the accounts.

✂

Contact and access

Maison de la Mutualité24 rue Saint-Victor

75005 Paris

France Tel.: +33 (0)1 83 92 24 00Fax: +33 (0)1 44 31 52 27

GPS: 48.8486110 2.3504103

Bus : lines 47, 63, 67, 86, 87, 89Subway : lines 7 and 10, stations: Maubert-Mutualité, Cardinal Lemoine and JussieuRER : line B, station: Saint-Michel Notre-Dame

Car parks

• 37 boulevard Saint-Germain (Maubert-Collège des Bernardins) • 15 rue Lagrange (Lagrange)

Website: www.maisondelamutualite.com

Email: [email protected]

LA TOURNELLE

QUAI DE RUE M

ONGE

R. ST VICTOR

RUE SOUFFLOT

RUE DES ECOLES

BD SAINT-GERMAIN

BD

SA

INT-

MIC

HEL

RU

E

ST-

JAC

QU

ES

R. D

E P

ON

TOIS

E

RER

M

M

M

SAINT-MICHEL

CLUNY

MAUBERTMUTUALITE

CARDINALLEMOINE

MAISON DE LA MUTUALITE

PP

TO GET TO THE MAISON DE LA MUTUALITÉ IN PARIS

Warning:

For safety reasons, please note that checks will be carried out at the entrance of the Maison de la Mutualité.

✂

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

...............................................................................................................................................................................................................................

NOTES

Design and production:

Es

sil

or

- A

DC

AG

M 0

5 2

01

7 -

EN

G

Essilor International

(Compagnie Générale d’Optique)

147, rue de Paris

94220 Charenton-le-Pont

France

Tél. : +33 (0)1 49 77 42 24

A French Limited Company (Société Anonyme)

with capital of €39,331,386.18

Créteil trade and Company registry n°712 049 618

www.essilor.com

Documents

NOTICE OF MEETING 2017 COMBINED GENERAL MEETING · OF MEETING 2017 COMBINED GENERAL MEETING ... 20 Amendment of Articles 12 and 14 of the by-laws related to the conditions for