NOTICE OF MEETING · 2018-03-26 · 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

2018 ORDINARY GENERAL MEETING

NOTICE OF MEETING

Tuesday, April 24, 2018 10:30 a.m.

Maison de la Mutualité24, rue Saint-Victor75005 Paris, France

For any informationEssilor’s Investor Relations and Financial Communications DepartmentPostal 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 GénéralePostal address: Société Générale Service des Assemblées CS 30812 44308 Nantes Cedex 03 – France

Phone number:0 825 315 315 (Premium - rate number - €0.15 per minute)

Monday to Friday, from 8:30 a.m. to 6:00 p.m.* (excluding public holidays)

Deadlines to rememberMarch 9Publication of the preliminary notice of meeting in the Bulletin des Annonces Légales Obligatoires (BALO).

April 9 – 9:00 a.m.*Launch of the dedicated secure voting website available to the shareholders prior to the Meeting.

April 20Deadline for Société Générale to receive the voting form by regular mail.

April 20Deadline for shareholders to be registered in the securities account to participate in the Shareholders’ Meeting (record date).

April 23 – 3:00 p.m.*Shutdown of the dedicated secure voting website available to the shareholders prior to the Meeting.

April 24 – 10:30 a.m.*Combined General Meeting at the Maison de la Mutualité in Paris.

To get to the Maison de la Mutualité in Paris

Please refer to the access map available on the last page of the document.

Contents

* CEST.

1 CHAIRMAN’S MESSAGE 3

2 AGENDA 4

3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? 5

4 HOW TO FILL IN THE VOTING FORM? 9

5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 10

6 ESSILOR IN 2017 23

7 GOVERNANCE 28

8 REPORT ON THE EXECUTIVE CORPORATE OFFICERS’ COMPENSATION POLICY 33

9 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS 38

10 REQUEST FOR DOCUMENTS AND INFORMATION 41

CHAIRMAN’S MESSAGEHUBERT SAGNIÈRES

Dear Sir or Madam, Dear Shareholder,

We are pleased to invite you to attend Essilor’s Ordinary General Meeting which will be held on Tuesday, April 24, 2018 at 10:30 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 2017, as well as our strategy and outlook for the future.

In 2017, Essilor continued its mission to improve vision across the globe and delivered another year of earnings growth. Essilor continued to provide an ever-growing number of solutions to respond to unmet visual needs by pursuing a strategy of expanding its scope of operations in sunwear and online sales. More importantly, Essilor began writing a new chapter in its history in 2017 with the announcement on January 16 of its proposed combination with Luxottica. Major strides were made during the year toward finalizing the combination. After shareholders approved the combination at the General Meeting of May 11, 2017, Essilor completed the hive-down of its activities on November 1, 2017, paving the way for it to become the holding company at the top of the combined group that will house Essilor and Luxottica. The two companies also filed notices with antitrust authorities in several jurisdictions, 16 of which have approved the deal unconditionally as of today(1). The finalization of the proposed Essilor and Luxottica combination is planned for the first part of 2018 after obtaining all necessary authorizations.

The General Meeting offers you the opportunity to express your views and vote to participate in decisions concerning the Company. Thus, you will find 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 April 24.

Hubert SAGNIÈRES Essilor Chairman and Chief Executive Officer

(1) Day of publication of this document.

1

3ESSILOR 2018 ORDINARY GENERAL MEETING

Chairman’s Message

2

4 ESSILOR 2018 ORDINARY GENERAL MEETING

AGENDA

For the ordinary meetingApproval of the 2017 parent Company financial statements1.

Approval of the 2017 consolidated financial statements2.

Allocation of earnings and setting of the dividend3.

Renewal of the Director’s term of office of Mr. Antoine BERNARD DE SAINT-AFFRIQUE4.

Renewal of the Director’s term of office of Ms. Louise FRÉCHETTE5.

Renewal of the Director’s term of office of Mr. Bernard HOURS6.

Renewal of the Director’s term of office of Mr. Marc ONETTO7.

Renewal of the Director’s term of office of Mr. Olivier PÉCOUX8.

Renewal of the Director’s term office of Ms. Jeanette WONG9.

Appointment of Ms. Jeanette WONG as Director of the Company in replacement of Ms. Henrietta10.FORE (as from the completion date of the combination with Luxottica)

Approval of the undertakings referred to in article L. 225-42-1 of the French Commercial Code11.relating to the severance payment granted to Mr. Laurent VACHEROT, President and ChiefOperating Officer, in the event that his employment contract is terminated under certain conditions

Approval of the fixed, variable and exceptional compensation components comprising the total12.compensation and benefits in kind paid or awarded in respect of the 2017 fiscal year to Mr. HubertSAGNIÈRES, Chairman and Chief Executive Officer

Approval of the fixed, variable and exceptional compensation components comprising the total13.compensation and benefits in kind paid or awarded in respect of the 2017 fiscal year to Mr. LaurentVACHEROT, President and Chief Operating Officer

Approval of the compensation policy applicable to the Executive Board Officers14.

Powers to carry out formalities15.

3


HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?

Formalities to be carried out before participating in the meeting

A

Shareholders wishing to attend the Meeting, to berepresented via proxy, or to vote by post or online, inaccordance with article R. 225-85 of the French CommercialCode, will have to provide evidence of ownership of theirshares by 12:00 a.m. CEST on the second business day priorto the Meeting (i.e. 12:00 a.m. CEST, Friday, April 20, 2018):

For registered shareholders:º

Through the listing of their shares on the Company registersheld by Société Générale.

For bearer shareholders:º

Through the accounting entry for their shares (in their nameor, for non-resident shareholders, in the name of theintermediary listed for their account) in the securitiesaccount held by the banking or financial intermediary thatmanages it.

This accounting entry for the shares must be reported in anattendance certificate issued by the authorized intermediary,and it is this which establishes proof of their status asshareholders. The attendance certificate issued by theauthorized intermediary must be attached to the postal votingform, the proxy, or the admission card request and should besent by the authorized intermediary to the following address:

Société GénéraleService des Assemblées

CS 30812

44308 Nantes Cedex 03

France

Ways of participating in the meetingB

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

Friday, April 20, 2018, 12.00 a.m. (CEST), i.e., midnight on Thursday, April 19, 2018.

To PARTICIPATE (1), shareholders are requested to:

VOTE ONLINEGo online and select“voting instructions”

Deadline:Monday, April 23, 2018, 3:00 p.m.

See Instructions on page 7

RETURN THE VOTINGFORM BY MAIL

The form must be received by:Friday, April 20, 2018

See Instructions on page 9

or

If you decide to vote online, you must not send your papervoting form back and vice-versa. The website will open onMonday, April 9, 2018 and give you the same options as thepaper voting form. You therefore have the options of:

requesting and printing an admission card;º

giving a proxy to the Chairman of the Meeting or to anyº

other person of your choice (designating and revoking aproxy);

voting on the resolutions.º

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

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

3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?


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

IF YOU ARE A REGISTERED SHAREHOLDER1.1.If you have not chosen to receive the notice of meeting bye-mail and if you are registered for at least one month on thedate of the notice of meeting, you will receive the notice ofmeeting accompanied by a specific form by regular mail. Youmay obtain your admission card by filling out, signing andreturning the form to Société Générale, using the attachedpostage-paid return envelope. If you have not received yourrequested admission card by Friday, April 20, 2018, pleasecontact Société Générale to track its status: by phone(Monday to Friday from 8:30 a.m. to 6:00 p.m. CEST,excluding public holidays):

0 825 315 315 (premium-rate number - €0.15 per minute).º

You can also request an admission card online. Connect tothe Sharinbox website www.sharinbox.societegenerale.comusing your user ID and the password that you should havereceived by post when you opened your registered shareaccount at Société Générale. If you have lost your user ID orpassword, you can ask for them to be resent by clicking on“Get your codes” on the website’s homepage.

IF YOU ARE A BEARER SHAREHOLDER1.2.

certificate to Société Générale, acting for EssilorInternational. If you have not received your admission cardby Friday, April 20, 2018, you will need to ask yourintermediary to issue an attendance certificate, which willenable you to prove your status as a shareholder at this dateto be admitted to the Meeting.

You must contact the authorized intermediary holding yoursecurities account, stating that you would like to attend theMeeting in person. The intermediary will send an attendance

If the financial intermediary managing your shares offers theaccess to the “Votaccess” online voting platform, you canrequest an admission card online by connecting to yourfinancial intermediary’s “Stock market” (“Bourse”) portalusing your usual login information. You will have to click onthe icon displayed on the line corresponding to your Essilorshares and follow the instructions displayed on the screen toaccess the “Votaccess” online voting platform and requestthe admission card.

IF YOU HOLD SHARES THROUGH THE 1.3.DEDICATED EMPLOYEE SHARE OWNERSHIP FUND I.E. “FCPE”

If you hold shares through the dedicated employee shareownership fund i.e. “FCPE”, with direct voting rights, you canrequest an admission card online. Connect towww.esalia.com (using your usual login information) toaccess the “Votaccess” online voting platform and print youradmission card.

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

APPOINTING A PROXY2.1.

Either a designated proxy holderIf you have chosen to be represented by a proxy holder ofyour choice, you may give notice of the appointment (1):

by regular mail, either sent directly using the paper votingº

form for registered shareholders or sent by the authorizedintermediary holding the securities account for bearershareholders. The notice must be received by SociétéGénérale by Friday, April 20, 2018 at the latest;

electronically, by connecting to the websiteº

www.sharinbox.societegenerale.com (if you are aregistered shareholder) or to your financial intermediary’sportal (if you are a bearer shareholder and if the financialintermediary managing your shares has joined the“Votaccess” system and offers this service for this GeneralMeeting), according to the instructions described in thebox on page 7, by 3:00 p.m. CEST, Monday, April 23, 2018at the latest.

Or without specifying any proxy holder (representative)You may notify us of your choice by mail or electronicmeans, as described above. The Chairman of the Meetingwill cast a vote in favour of the adoption of the proposedresolutions presented or agreed to by the Board of Directorsand a vote against the adoption of any other proposedresolutions.

VOTING BY CORRESPONDENCE WITH YOUR 2.2.PERSONAL VOTING FORM OR ON THE WEBSITE

Voting by post with the voting formIf you are a registered shareholder:º

You will receive your personal voting form by regular mail(unless you have chosen to receive the notice of meetingby e-mail). The duly completed and signed personal votingform will have to be sent to Société Générale using theattached postage-paid return envelope.

If you are a bearer shareholder:º

You must send your request for a postal voting form toyour financial intermediary. When you have completedand signed the form, the intermediary will be responsiblefor transmitting it to Société Générale, accompanied by anattendance certificate.

Any request for the postal voting form will have to bereceived at least 6 days before the Shareholders’ Meeting, i.e.no later than Wednesday, April 18, 2018.

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).(1)

www.sharinbox.societegenerale.com

https://www.esalia.com/en/savers/




In all cases, the duly completed and signed personal votingform, accompanied by the attendance certificate for bearershareholders, will have to be received by Société Générale(at the address indicated previously) at least three calendardays before the date of the Shareholders’ Meeting, that is byFriday, April 20, 2018.

Online voting on the resolutionsIf you are a registered shareholder: by connecting to theº

website www.sharinbox.societegenerale.com

If you are a bearer shareholder: by connecting to yourº

financial intermediary’s portal (if the financial intermediarymanaging your shares has joined the “Votaccess” systemand offers this service for this General Meeting)

See the instructions described in the following box.

How to connect and give voting instructions via the internet ?Essilor makes a dedicated voting website available to its shareholders prior to the Meeting, in accordance with theprovisions of article R. 225-61 of the French Commercial Code. This secure website offers the options to: request anadmission card, give a proxy to the Chairman of the Meeting or to any other person of your choice, or vote on theresolutions.

The “Votaccess” online voting platform will be opened from Monday, April 9, 2018, 9:00 a.m., to Monday, April 23, 2018,3:00 p.m. (CEST).

In order to avoid any overload of the voting website, shareholders are advised not to wait until the last minute beforeconnecting to the site.

If you are a registered shareholder:º

Connect to the Sharinbox website www.sharinbox.societegenerale.com using your user ID and the password that youshould have received by post when you opened your registered share account at Société Générale. If you have lost youruser 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 theheading “Current Operations”, then select the Meeting concerned “Essilor’s Ordinary General Meeting of April 24, 2018”.Having confirmed or changed your personal data, click on “Vote” under the heading “Your Voting Rights” to gain access tothe voting site.

If you are a bearer shareholder:º

If the financial intermediary managing your shares has joined the “Votaccess” system and offers this service for this GeneralMeeting, you will have to connect to your financial intermediary’s portal, using your usual login information. Then click onthe icon which is displayed on the line corresponding to your Essilor shares and follow the instructions displayed on thescreen to access the “Votaccess” online voting platform. The access to the “Votaccess” online voting platform may besubject to specific terms of use according to your financial intermediary. Please contact your financial intermediary forfurther information.

If you hold shares through the dedicated employee share ownership fund i.e. “FCPE”, with direct voting rights:º

Connect to www.esalia.com (using your usual login information) to access the “Votaccess” online voting platform.

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

You may no longer select another way of participating inº

the Meeting (article R. 225-85 of the French CommercialCode).

But you can still sell all or some of your shares at anyº

time.

certificate, as the case may be. In such cases, the authorizedintermediary holding the account will inform the Company orits registrar of the sale and transmit the necessaryinformation.

However, if the sale occurs before Friday, April 20, 2018,12:00 a.m. CEST, the Company will invalidate or modify anyvote cast remotely, proxy, admission card, or attendance

No sale or any other action taken or carried out after Friday,April 20, 2018, 12:00 a.m. CEST, by whatever means used, willbe recorded by the authorized intermediary or taken intoconsideration by the Company, notwithstanding anyagreement to the contrary.



https://www.esalia.com/en/savers/



How to submit written questions and find information

C

Submitting written questions1.

In accordance with article R. 225-84 of the French Company either by registered letter with return receiptCommercial Code, any shareholder may submit written requested or by e-mail to the following address:questions following the publication of the preliminary notice [email protected], at the latest four business days prior toof meeting in the Bulletin des Annonces Légales Obligatoires the date of the Shareholders’ Meeting (Wednesday, April 18,(BALO) (1). These questions must be sent to the Chairman of 2018). They must be accompanied by an attendancethe Board of Directors, at the registered office of the certificate in the case of bearer shareholders.

Finding information2.

Let us reduce CO2 emissions by printing less!Legal requirements give registered shareholders the optionº

of receiving their notice of meeting and/or documents forthe Shareholders’ Meeting by e-mail (e-notice). To selectthis option, they simply need to connect to the Sharinboxwebsite, www.sharinbox.societegenerale.com (registeredasset management website) and tick the box “e-notice forShareholders’ Meetings” in the menu “Personal Information”under "My Account" / "My Profile".

Registrations made after March 21, 2018 will be valid forº

future Shareholders’ Meetings.

All documents that must be made available to shareholdersº

in connection with the Shareholders’ Meetings will beavailable at the registered office of the Company, and, forthe documents specified in article R. 225-73-1 of the FrenchCommercial Code, on the Company’s website at thefollowing address: www.essilor.com not less than 21 daysbefore the Meeting (that is, on Tuesday, April 3, 2018).

Shareholders who still wish to receive the documents forº

this Shareholders’ Meeting by post, need to return the form“Request for documents and information”, available onpage 41.

Notice, prior to the meeting, of participating linked to temporary ownership of shares (securities lending)

D

Under law, any legal entity or individual (with the exceptionof those described in paragraph 3, IV of article L. 233-7 ofthe French Commercial Code) holding alone or together anumber of shares representing more than 0.5% of theCompany’s voting rights pursuant to one or severaltemporary transfers or similar arrangements as described byarticle L. 225-126 of the French Commercial Code is requiredto inform the Company and the French Financial MarketsAuthority (AMF) of the number of shares temporarily held byno later than midnight CEST on the second business daypreceding the Shareholders’ Meeting (on Friday, April 20,2018 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 theabove described temporary transfer arrangements will bedeprived of their voting rights at the relevant Shareholders’Meeting and at any subsequent Shareholders’ Meeting thatmay be held until the shares are transferred again orreturned.

The e-mail must include the following information:

name or company name and contact person (name,º

position, phone number, e-mail address);

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

nature of the arrangement;º

number of shares transferred under the arrangement;º

ISIN code of the shares listed on Euronext Paris;º

date and maturity date of the arrangement;º

voting agreement (if any).º

The details received by the Company will be published on itswebsite.

Publication of the preliminary notice of meeting in the Bulletin des Annonces Légales Obligatoires (BALO) on March 9, 2018 (available on the(1)website www.essilor.com).

mailto:[email protected]


https://www.essilor.com/en/

mailto:[email protected]


4


HOW TO FILL IN THE VOTING FORM?

STEP 1

STEP 2

STEP 3

Request an admission card to attend the

Meeting.

Date and sign regardless of your choices.

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

Return your form duly filled in and signed: º if you are a registered shareholder: to Société Générale before Friday, April 20, 2018, using the attached postage-paid return envelope;

º if you are a bearer shareholder: to the authorised intermediary holding your securities account, who will pass it on with an attendance certificate to Société Générale before Friday, April 20, 2018.

B1 B2 B3

A

5


PROPOSED RESOLUTIONS AND STATEMENT OF REASONS

Ordinary Resolutions

Resolutions 1 to 3APPROVAL OF THE FINANCIAL STATEMENTS, ALLOCATION OF EARNINGS, SETTING OF THE DIVIDENDResolutions 1 to 3 relate to the approval of:

the corporate financial statements for the financial year ending on December 31, 2017;º

the consolidated financial statements for the financial year ending on December 31, 2017.º

A proposal will be submitted to the General Meeting to set the dividend at €1.53 per share for the 2017 financial year, i.e.an increase of 2%. The dividend will be paid out on April 30, 2018 (ex-date on April 26, 2018).

The dividend will primarily be paid out from the distributable reserves. As a result of the hive-down of its activities, Essilorbecame a holding, whose net profit is limited for the fiscal year 2017; this profit was mainly achieved by its subsidiaryEssilor International (SAS), the beneficiary of the hive-down.

First resolution1.

Approval of the 2017 parent Company financial statements

The General Meeting, having fulfilled the required conditions financial statements for the parent Company for the yearfor quorum and majority voting for Ordinary General ending December 31, 2017 showing a result of €8,953,612.09,Meetings and having reviewed the report on corporate approves the 2017 Company’s financial statements and thegovernance, the Management Report of the Board of transactions reflected in these statements or summarised inDirectors and the General Auditors’ report on the annual these reports.

Second resolution2.

Approval of the 2017 consolidated financial statements

The General Meeting, having fulfilled the required conditions December 31, 2017 showing a net result of €878,418for quorum and majority voting for Ordinary General thousand, €789,421 thousands of which are attributable toMeetings and having reviewed the report on corporate the Group, approves the 2017 consolidated financialgovernance, the Management Report of the Board of statements and the transactions reflected in theseDirectors and the General Auditors’ report on the statements or summarised in these reports.consolidated financial statements for the year ending

5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS


Third resolution3.

Allocation of earnings and setting of the dividend

The General Meeting, having fulfilled the required conditionsfor quorum and majority voting for Ordinary GeneralMeetings, allocates the earnings of the financial year, i.e.,€8,953,612.09, as follows:

In €

Financial year earnings 8,953,612.09

Retained earnings 17,234,298.26

Allocated to legal reserves (11,119.28)

Other reserves 2,860,903,563.70

Distributable total 2,887,080,354.77

Dividend:

Statutory dividendº 2,352,034.93

Additional dividendº 330,852,913.43

Total dividend 333,204,948.36

Allocation to other reserves 2,553,875,406.41

Earnings brought forward 0.00

TOTAL 2,887,080,354.77

The Meeting grants the Board of Directors the necessarypowers to proceed with the payment of a dividend of €1.53per ordinary share with a par value of €0.18, constituting theCompany’s capital and carrying dividend rights. This amountis calculated on the basis of the number of Company sharesat December 31, 2017 and will be adjusted to reflect thenumber of shares issued between that date and the dividendpayment date as a result of any share subscription optionswhich have been exercised and giving entitlement to suchdividend.

The dividend will be paid out on April 30, 2018.

In the event that the Company is holding some of its ownshares, the corresponding dividend amount not paid out willbe allocated to the retained earnings, as stipulated inarticle L. 225-210 of the French Commercial Code.

As required by law, the amount of dividends distributed inrespect of the last three financial years is as follows:

Financial years 2016 2015 2014

Dividend-bearing common shares 216,456,440 213,646,352 212,132,673

Net dividend €1,50 €1,11 (a) €1.02

The Shareholders’ Meeting held on May 11, 2016 offered to each (a)shareholder of the Company the option for the payment of the dividend either in cash or in shares.



Resolutions 4 to 10COMPOSITION OF THE BOARD OF DIRECTORS OF ESSILOR AND THEN OF ESSILORLUXOTTICA (NEW LEGAL NAMEOF ESSILOR AS FROM THE COMPLETION DATE OF THE CONTRIBUTION)As approved at the Shareholders’ meeting on May 11, 2017, the strategic contribution between Essilor and Luxottica GroupS.p.A. “Luxottica”, is about to be completed. In this context, Essilor will be renamed EssilorLuxottica at the completiondate (the “Completion Date of the Contribution”) of the contribution (subject to the apport-scission regime) of allLuxottica shares held by Delfin to the Company, pursuant to the provisions of the contribution agreement dated March 22,2017 entered into between Delfin S.à r.l. and Essilor (the “Contribution”).

During the transitional period as from the Shareholders’ Meeting until the Completion Date of the Contribution, theBoard composition of Essilor will remain unchanged. Therefore, six resolutions relating to the renewal of the followingDirectors whose term of office will expire at the end of this General Meeting will be proposed to the shareholders: therenewal of the term of offices of Ms. Louise FRÉCHETTE and Jeanette WONG and Messrs. Antoine BERNARD DESAINT-AFFRIQUE, Bernard HOURS, Marc ONETTO and Olivier PÉCOUX. Their renewal will be proposed pursuant toarticle 14 of the by-laws for a new term that will expire at the Completion Date of the Contribution or, if the completion ofthe Contribution is not completed, for a three-year term.

Ms. Henrietta FORE having resigned from the Board of Directors earlier this year due to her appointment by theSecretary-General of the United Nations as Executive Director of the United Nations Children’s Fund (UNICEF), the Boardof Directors, upon the Nomination Committee’s proposal, did not deem relevant to appoint of a new Board member inlight of the upcoming contemplated combination with Luxottica. Ms. Henrietta FORE will therefore not be replaced in herrole as Director of Essilor. However, she will be replaced for her term office of Director of EssilorLuxottica that wasconferred to her by the General Meeting of May 11, 2017 as of the Completion Date of the Contribution. The Board ofDirectors warmly thanked Ms. Henrietta FORE for her contribution to the work of the Board and Committees over the pasttwo years and congratulated her on her appointment as Executive Director of UNICEF. The Board of Directors thanked Mr.Yi HE for his contribution to the work of the Board of Directors. His term of office expired on December 31, 2017 and willnot be replaced in the light of the upcoming contemplated combination with Luxottica.

Subject to the approval by the Shareholders' General Meeting of these resolutions, the Board of Directors of Essilor willbe composed as from this General Meeting as follows:

Hubert SAGNIÈRES, Chairman and Chief Executive OfficerºPhilippe ALFROIDºAntoine BERNARD DE SAINT-AFFRIQUE*ºMaureen CAVANAGH (a)ºJuliette FAVRE (a)ºLouise FRÉCHETTE*ºBernard HOURS*º

Annette MESSEMER*ºMarc ONETTO*ºOlivier PÉCOUXºLaurent VACHEROT (President and Chief Operating ºOfficer)Jeanette WONG*ºDelphine ZABLOCKI (b)º

Directors representing shareholders’ employees.(a)Directors representing employees.(b)Independent Directors.*

As required by law, the complete list of the positions and functions held by the Directors is included in Chapter 2“Corporate Governance Report” in the 2017 Registration Document.

As from the Completion Date of the Contribution, the Board composition of EssilorLuxottica (new legal name of Essiloras from the Completion Date of the Contribution) as approved by the Shareholders’ meeting on May 11, 2017 will beeffective subject to the modification with respect to the replacement of Ms. Henrietta FORE. Consequently, theappointment of Ms. Jeanette WONG appointed by Essilor as per the Combination Agreement entered into between DelfinS.à.r.l. and Essilor on January 15, 2017, will be submitted to the approval of this Shareholders’ Meeting. Her term of officewill begin on the Completion Date of the Contribution and would expire at the end of the General Shareholders' Meeting tobe called in 2021 to approve the financial statements for the year ended December 31, 2020 as it is also the case for theother members of the Board of Directors of EssilorLuxottica (new legal name of Essilor as from the Completion Date ofthe Contribution).

Subject to the approval by the Shareholders’ General Meeting of resolutions no. 10 and the final completion of theContribution, the Board of Directors of EssilorLuxottica (new legal name of Essilor as from the Completion Date of theContribution) will be composed as of the Completion Date of the Contribution as follows:

Eight members appointed by Delfin:ºLeonardo Del VECCHIO, EssilorLuxottica Executive º

Chairman and CEOThree Directors representing Delfin: Romolo BARDIN, º

Giovanni GIALLOMBARDO, Francesco MILLERIFour additional Directors: Rafaella MAZZOLI, Gianni º

MION, Lucia MORSELLI, Cristina SCOCCHIA

Eight members appointed by EssilorºHubert SAGNIÈRES, EssilorLuxottica Executive Vice º

Chairman and Deputy CEOOne Director representing Valoptec Association: º

Juliette FAVREFour Directors from the current Board of Directors of º

Essilor: Bernard HOURS, Annette MESSEMER, Olivier PÉCOUX, Jeanette WONGTwo Directors representing employees appointed by º

the Central Work Council in 2017: Delphine ZABLOCKI and Leonel ASCENCAO PEREIRA



Fourth resolution4.

Renewal of the Director’s term of office of Mr. Antoine BERNARD DE SAINT-AFFRIQUE

Antoine BERNARD DE SAINT-AFFRIQUE

Antoine BERNARD DE SAINT-AFFRIQUE is Chief Executive Officer of Barry Callebaut since October 1, 2015.After serving as Marketing Director of the Amora-Maille company (Danone group, then PAI), he joined theUnilever group in 2000. There he held the positions of Senior Vice President, Sauces and CondimentsEurope until 2003 and of Chairman and Chief Executive Officer of Unilever Hungary, Croatia, Slovenia from2003 to 2005. He was subsequently Executive Vice President of the Unilever group, in charge of Centraland Eastern Europe and Russia from March 2005 until August 2009 and Executive Vice President incharge of skin products for the group from August 2009 to September 2011, then President of Unilever’sfoods business and member of the group’s Executive Committee until September 30, 2015.

Director of Essilor since 2009º

Independent Directorº

Member of the Corporate Social Responsibility (CSR) Committeeº

Number of Essilor shares held as of December 31, 2017: 1,011º

Other positions and directorships in listed companies as of December 31, 2017: noneº

Antoine BERNARD DE SAINT-AFFRIQUE brings to the Board his international experience and his skillsin marketing, sales and on Corporate Social Responsibility .

Age: 53French national

The General Meeting, having fulfilled the required conditions for the provisions of the contribution agreement dated March 22,quorum and majority voting for Ordinary General Meetings and 2017 entered into between Delfin S.à r.l. and Essilor, or (ii) if thenoting that the Director’s term of office of Mr. Antoine above-mentioned contribution is not completed, for a period ofBERNARD DE SAINT-AFFRIQUE expires today, renews this three years, to expire at the end of the Ordinary Generalterm (i) for a period to expire on the completion date of the Shareholders Meeting to be called in 2021 to approve thecontribution (subject to the apport-scission regime) of all financial statements for the year ended December 31, 2020.Luxottica shares held by Delfin to the Company, pursuant to

Fifth resolution5.

Renewal of the Director’s term of office of Ms. Louise FRÉCHETTE

Louise FRECHETTE

Louise FRÉCHETTE is Chair of CARE International Supervisory Board (Switzerland) and member ofthe Board of the Global Leadership Foundation (UK).From 1998 to 2006, she was the Deputy Secretary-General of the United Nations, the first appointeeto this position.Prior to that, she pursued a career in the Public Service of Canada, serving as Ambassador toArgentina, Ambassador and Permanent Representative to the United Nations, Associate DeputyMinister of Finance and Deputy Minister of National Defense.



Chairmwoman of the Corporate Social Responsibility (CSR) Committeeº

Number of Essilor shares as of December 31, 2017: 1,011º


Louise FRÉCHETTE brings to the Board, among other things, her UN and non-governmentalorganizations experience, her knowledge of emerging countries and her experience in sustainabledevelopment and governance matters.

Age: 71Canadian national

The General Meeting, having fulfilled the required conditions for agreement dated March 22, 2017 entered into between Delfinquorum and majority voting for Ordinary General Meetings and S.à r.l. and Essilor, or (ii) if the above-mentioned contribution isnoting that the Director’s term of office of Ms. Louise not completed, for a period of three years, to expire at the endFRÉCHETTE expires today, renews this term (i) for a period to of the Ordinary General Shareholders Meeting to be called inexpire on the completion date of the contribution (subject to 2021 to approve the financial statements for the yearthe apport-scission regime) of all Luxottica shares held by Delfin ended December 31, 2020.to the Company, pursuant to the provisions of the contribution



Sixth resolution6.

Renewal of the Director’s term of office of Mr. Bernard HOURS

Bernard HOURS

Bernard HOURS held the position of Chief Operating Officer of Danone from January 2008 toSeptember 2014 and Vice President of the Board of Directors from April 2011 to October 2014.He had joined Danone in 1985 initially in sales and marketing for Évian and Kronenbourg then asMarketing Director for Danone France in 1990. He was subsequently Chief Executive Officer ofDanone Hungary (1994), then of Danone Germany (1996) and lastly Chief Executive Officer of LUFrance in 1998. In 2001, he joined the Fresh Dairy Products Division as Chief Executive Officer,Business Development and became Vice Chairman in 2002.



Chairman of the Appointment and Compensation Committeeº



Bernard HOURS brings to the Board his experience as a senior manager of a major internationalgroup and his knowledge notably in the field of governance, corporate social responsibility,marketing and sales.


The General Meeting, having fulfilled the required conditions provisions of the contribution agreement dated March 22,for quorum and majority voting for Ordinary General 2017 entered into between Delfin S.à r.l. and Essilor, or (ii) ifMeetings and noting that the Director’s term of office of the above-mentioned contribution is not completed, for aMr. Bernard HOURS expires today, renews this term (i) for a period of three years, to expire at the end of the Ordinaryperiod to expire on the completion date of the contribution General Shareholders Meeting to be called in 2021 to(subject to the apport-scission regime) of all Luxottica approve the financial statements for the yearshares held by Delfin to the Company, pursuant to the ended December 31, 2020.

Seventh resolution7.

Renewal of the Director’s term of office of Mr. Marc ONETTO

Marc ONETTO

Marc ONETTO was Senior Vice President, Worldwide Operations and Customer Service atAmazon from 2006 to 2013, and Executive Vice President, Worldwide Operations for Solectron, aglobal leader in electronic manufacturing, from 2003 to 2006.Before joining Solectron, he held numerous positions with General Electric, including VicePresident Operations Europe for GE Corporate and Vice President Supply Chain for GE Medical.



Member of the Appointment and Compensation Committeeº


Other positions and directorships in listed companies as of December 31, 2017: Director of Flexº

Ltd (Singapor)Marc ONETTO brings to the Board his competency notably in the area of internet sales andlogistics.

Age: 67French and American national

The General Meeting, having fulfilled the required conditions provisions of the contribution agreement dated March 22,for quorum and majority voting for Ordinary General 2017 entered into between Delfin S.à r.l. and Essilor, or (ii) ifMeetings and noting that the Director’s term of office of the above-mentioned contribution is not completed, for aMr. Marc ONETTO expires today, renews this term (i) for a period of three years, to expire at the end of the Ordinaryperiod to expire on the completion date of the contribution General Shareholders Meeting to be called in 2021 to(subject to the apport-scission regime) of all Luxottica approve the financial statements for the yearshares held by Delfin to the Company, pursuant to the ended December 31, 2020.



Eighth resolution8.

Renewal of the Director’s term of office of Mr. Olivier PÉCOUX

Olivier PÉCOUX

Olivier PÉCOUX is Chief Executive Officer - Managing Partner of the Rothschild & Co group, whichhe joined in 1991.Since June 2012, he has been Executive Director of Rothschild & Co Gestion and General Partnerof Rothschild & Co SCA. He began his career at Peat Marwick then at Schlumberger as a financialadvisor in Paris and New York. In 1986, he joined Lazard Frères in Paris and was named VicePresident of the investment bank’s New York office in 1988.


Member of the Appointment and Compensation Committeeº



Olivier PÉCOUX brings to the Board his experience in financial and banking matters and hisextensive knowledge of the optical industry and of Essilor that he has accompanied since 2001.


The General Meeting, having fulfilled the required conditions provisions of the contribution agreement dated March 22,for quorum and majority voting for Ordinary General 2017 entered into between Delfin S.à.r.l. and Essilor, or (ii) ifMeetings and noting that the Director’s term of office of the above-mentioned contribution is not completed, for aMr. Olivier PÉCOUX expires today, renews this term (i) for a period of three years, to expire at the end of the Ordinaryperiod to expire on the completion date of the contribution General Shareholders Meeting to be called in 2021 to(subject to the apport-scission regime) of all Luxottica approve the financial statements for the yearshares held by Delfin to the Company, pursuant to the ended December 31, 2020.

Ninth resolution9.

Renewal of the Director’s term of office of Ms. Jeanette WONG

Jeanette WONG

Jeanette WONG is DBS Group Executive responsible for Institutional Banking which encompassesCorporate Banking, Global Transaction Services, Strategic Advisory and Mergers & Acquisitions.Previously, she was Chief Financial Officer of DBS Group from 2003 to 2008.Prior to joining DBS Bank, Jeanette WONG was at JP Morgan for 16 years (1986-2002). During hertenure at JP Morgan, she had regional responsibilities for the Global Markets and EmergingMarkets Sales and Trading business in Asia and was also JP Morgan’s head for Singapore from1997 to 2002.Beforehand Ms. Jeanette WONG worked at Citibank from 1984 to 1986 and began her career in1982 at Banque Paribas.



Member of the Audit and Risk Committeeº



Jeanette WONG brings to the Board her extensive expertise in terms of finance as well as herknowledge on corporate social responsibility, on global markets and primarily on Asian markets.

Age: 57Singaporean national

The General Meeting, having fulfilled the required conditions provisions of the contribution agreement dated March 22,for quorum and majority voting for Ordinary General 2017 entered into between Delfin S.à.r.l. and Essilor, or (ii) ifMeetings and noting that the Director’s term of office of the above-mentioned contribution is not completed, for aMs. Jeanette WONG expires today, renews this term (i) for a period of three years, to expire at the end of the Ordinaryperiod to expire on the completion date of the contribution General Shareholders Meeting to be called in 2021 to(subject to the apport-scission regime) of all Luxottica approve the financial statements for the yearshares held by Delfin to the Company, pursuant to the ended December 31, 2020.



Tenth resolution10.

Appointment of Ms. Jeanette WONG as a new Director of the Company in replacement of Ms. Henrietta FORE (as from the date of completion of the combination with Luxottica)

Jeanette WONG

Jeanette WONG is DBS Group Executive responsible for Institutional Banking which encompassesCorporate Banking, Global Transaction Services, Strategic Advisory and Mergers & Acquisitions.Previously, she was Chief Financial Officer of DBS Group from 2003 to 2008.Prior to joining DBS Bank, Jeanette WONG was at JP Morgan for 16 years (1986-2002). During hertenure at JP Morgan, she had regional responsibilities for the Global Markets and EmergingMarkets Sales and Trading business in Asia and was also JP Morgan’s head for Singapore from1997 to 2002.Beforehand Ms. Jeanette WONG worked at Citibank from 1984 to 1986 and began her career in1982 at Banque Paribas. Ms. Jeanette WONG also holds positions in the following organizations:





Jeanette WONG will bring to the Board her extensive expertise in terms of finance as well as herknowledge on corporate social responsibility, on global markets and primarily on Asian markets.


The General Meeting, having fulfilled the required conditions expiring at the close of the Shareholders’ Meeting to be heldfor quorum and majority voting for Ordinary General in 2021 to approve the financial statements for the yearMeetings, subject to the condition precedent of the ending December 31, 2020.completion of the contribution (subject to theapport-scission regime) of all Luxottica shares held by DelfinS.à r.l. to the Company, pursuant to the provisions of thecontribution agreement dated March 22, 2017 entered intobetween Delfin S.à r.l. and the Company, decides to appointMs. Jeanette WONG as a Director for a period of three years,

This term of office will take effect as of the final completiondate of the contribution (subject to the apport-scissionregime) of all Luxottica shares held by Delfin S.à r.l. to theCompany, pursuant to the provisions of the contributionagreement dated March 22, 2017 entered into between DelfinS.à r.l. and the Company.



Eleventh resolution11.

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 and Chief Operating Officer, in the event that his employment contract is terminated under certain conditions

This resolution must be approved by the Shareholders’ Meeting at each appointment or renewal of the term of office; as aresult, the same resolutions approved in 2017 by the shareholders should be again submitted to the shareholders’ approvalbecause the term of office of Mr. Laurent VACHEROT, as President and Chief Operating Officer, was renewed by theBoard on May 11, 2017 after taking note of his appointment as Director by the Combined General Shareholders' Meeting onMay 11, 2017.

Indeed, shareholders are requested, after having read the Board of Directors’ report and the Statutory Auditors’ specialreport and in accordance with the article L. 225-42-1 of the French Commercial Code, to approve the severance paymentthat may be payable to Mr. Laurent VACHEROT in the event that his employment contract is terminated under certainsconditions (in accordance with AFEP-MEDEF Code as amended in November 2016, the severance payment will not be duein the event that he i) elects to leave the Group, ii) is assigned to another position within the Group or (iii) is entitled to thepayment of retirement benefits). It is specified that the employment contract of Mr. Laurent VACHEROT has beensuspended on December 6, 2016, concomitantly with his first appointment as President and Chief Operating Officer, inaccordance with the policy of the Group (see Chapter 2.3 of the 2017 Registration Document). Please note that thehive-down of Essilor’s activities has triggered the automatic transfer of the suspended employment contract of Mr.Laurent VACHEROT to the subsidiary Essilor International (SAS) with effect as of November 1, 2017.

Although Mr. Laurent VACHEROT is not entitled to any termination benefits in the event of the termination of hiscorporate office, under his employment contract which is currently suspended at the level of Essilor International (SAS),he is eligible for a clause that was agreed upon at the time of his appointment as President and Chief Operating Officer,which guarantees him the payment of a maximum gross amount of two years of contractual remuneration, only in theevent 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 fulfillment of the performance conditions to be met in order to receive this contractual severance payment, whichexceeds those due in compliance with law and collective agreement, will likely be assessed based on the achievement oftargets that are fixed for Mr. Laurent VACHEROT in his capacity as President and Chief Operating Officer, Essilor hasdecided 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 andbenefits” of the 2017 Registration Document and in the Statutory Auditors’ special report.

The General Meeting, having fulfilled the quorum and Code, approve the commitments falling within the scope ofmajority requirements for voting at Ordinary General said article relating to the severance payment that may beMeetings and having read the Board of Directors’ report and payable to Mr. Laurent VACHEROT, President and Chiefthe Statutory Auditors’ special report on related-party Operating Officer, in the event that his employment contractagreements and commitments, in accordance with the is terminated under certain conditions, as set out in saidprovisions of article L. 225-42-1 of the French Commercial reports.

Resolutions 12 to 14COMPENSATION OF EXECUTIVE DIRECTORS (“SAY ON PAY”)Resolutions 12 seeks to submit to the approval of the Shareholders’ Meeting the compensation components due orawarded for the fiscal year 2017 to Mr. Hubert SAGNIÈRES, Chairman and Chief Executive Officer.

Resolution 13 seeks to submit to the approval of the Shareholders’ Meeting the compensation components due orawarded for the fiscal year 2017 to Mr. Laurent VACHEROT, President and Chief Operating Officer in respect of 2017 fiscalyear

These votes are required in accordance with the article L. 225-100 of the French Commercial Code as amended by thelegislation Sapin II.

These components are set out in the form of a table prepared in accordance with the recommendations of the ApplicationGuide for the AFEP-MEDEF Code issued by the High Committee for Corporate Governance (Haut Comité degouvernement d’entreprise). Details of all the compensation due or awarded for the fiscal year 2017 can be found in the2017 Registration Document in Chapter 2 “Corporate governance” (Section 2.3 “Compensation and benefits”).

Pursuant to the legislation Sapin II, Resolution 14 seeks to submit to the approval of the Shareholders’ Meeting thecompensation policy applicable to the Executive Directors, i.e., as at this date, Mr. Hubert SAGNIÈRES and Mr. LaurentVACHEROT. It is pointed out that the compensation policy applicable to the Executive Directors, submitted to a vote onan yearly basis, is unchanged compared to the policy approved in 2017. The policy will be reviewed after the CompletionDate of the Contribution of Luxottica shares by Delfin and will thus be submitted to a new approval of the Shareholders’Meeting.



Twelfth resolution12.

Approval of the fixed, variable and exceptional compensation components comprising the total compensation and benefits in kind paid or awarded in respect of the 2017 fiscal year to Mr. Hubert SAGNIÈRES, Chairman and Chief Executive Officer

The Shareholders’ Meeting, deliberating with the quorum and and benefits in kind paid or awarded in respect of the 2017majority conditions required for Ordinary Shareholders’ fiscal year to Mr. Hubert SAGNIÈRES, Chairman of the BoardMeetings, pursuant to article L. 225-100 of the French of Directors and Chief Executive Officer, as shown in theCommercial Code, approves the fixed, variable and 2017 Registration Document, and reproduced below.exceptional components comprising the total compensation

Compensation components paid or awarded in respect of the 2017 fiscal year

Amount or accounting valuation submitted to the vote Comments

Fixed compensation €800,000 Gross annual fixed compensation effective as of January 2, 2012, as decided by the Meeting of the Board of Directors of November 24, 2011 on the recommendation of the Executive Officers and Compensation Committee. The amount remains unchanged since 2012.

Variable compensation €1,214,400 At its meeting of February 28, 2018, the Board of Directors, on the recommendation of the Executive Officers and Compensation Committee and after approval of the financial items by the Audit and Risk Committee, assessed the variable compensation payable to Hubert SAGNIÈRES in respect of the 2017 fiscal year.Given the financial and specific targets approved by the Board Meeting of February 16, 2017 and the achievements recorded as at December 31, 2017, the amount of the variable component was assessed as follows:

in respect of financial targets:ºRestated EPS, 187% of target achieved,ºOrganic growth, 120% of target achieved;º

in respect of specific targets: The Board decided that Hubert ºSAGNIÈRES had met 150% of the targets as set by the Board, i.e. the successful implementation of the proposed combination with Luxottica, the sustainability of Essilor’s culture, the development of long term growth plans, the support for the new President and Chief Operating Officer in the Group’s new organization.

The amount of Hubert SAGNIÈRES’ variable compensation for 2017 was approved at €1,214,400 which is 152% of his annual fixed compensation for 2017.Details of these criteria, their respective weighting and their assessment scales are provided in the 2017 Registration Document in Chapter 2 Section 2.3.3 “2017 compensation for Executive Corporate Officers”.

Deferred variable compensation

N/A Hubert SAGNIÈRES does not benefit from any deferred variable compensation.

Multi-year variable compensation

N/A Hubert SAGNIÈRES does not benefit from any multi-year variable compensation.

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

Exceptional compensation N/A Hubert SAGNIÈRES does not benefit from any exceptional compensation.

Award of stock subscription and share purchase options

N/A Hubert SAGNIÈRES does not benefit from stock options.

Award of performance shares

Number: 50,000; accounting valuation: €2,703,000

At its October 3, 2017, meeting, the Board of Directors, in accordance with the authorization accorded by the 14th resolution of the Shareholders’ Meeting of May 5, 2015 and on the recommendation of the Executive Officers and Compensation Committee, awarded a maximum of 50,000 performance shares to Hubert SAGNIÈRES, including 15,000 performance shares subject to the condition precedent of the completion of the contribution of Luxottica shares to Essilor, valued according at €2,703,000 according to the method used for the consolidated financial statements, i.e. 2.9% of the total number of shares awarded (the sum of the performance shares and the performance options awarded) and 0.023% of the share capital at December 31, 2017.The rules governing awards to Executive Corporate Officers, the vesting conditions and the lock-up conditions for such shares are set out in the 2017 Registration Document in Chapter 2, Section 2.3.3 “2017 Compensation for Executive Corporate Officers”.

Signing-on premium N/A Hubert SAGNIÈRES has not received any sign-on premium.





Termination benefits No payment Under a clause in his employment contract which is suspended during his term of office as an Executive Corporate Officer, Hubert SAGNIÈRES is entitled to a severance payment of a maximum of €2,302,000, comprised of:

€939,983 in respect of benefits payable under French law and the ºapplicable collective bargaining agreement;€1,362,017 in supplementary benefits which are wholly subject to ºperformance conditions.

In accordance with the procedure regarding related-party agreements and commitments, this benefit obligation was authorized by the Board of Directors on March 4, 2009, and reiterated on March 3, 2010, and ratified at the Shareholders’ Meeting of May 5, 2011, (4th resolution) and May 11, 2017 (11th resolution) .Details of the award criteria for this benefit are provided in the 2017 Registration Document in Chapter 2 Section 2.3.3 “2017 Compensation for Executive Corporate Officers”.

Non-compete payment N/A Hubert SAGNIÈRES does not benefit from any non-compete payment.

Supplementary pension plan

No payment Hubert SAGNIÈRES is eligible for the defined benefit 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 benefits and other ancillary items of his compensation.In accordance with the procedure regarding related-party agreements and commitments, this benefit obligation was authorized by the Board of Directors on November 26, 2009 and ratified at the Shareholders’ Meeting of May 11, 2010 (5th resolution) and May 11, 2010 (4th resolution).As an example, if the calculation were made on December 31, 2017, the annual pension provided by this plan would amount to 25% of the average total compensation (fixed + variable) actually paid to Hubert SAGNIÈRES during the 2015, 2016 and 2017 fiscal years (see 2017 Registration Document Chapter 2 Section 2.3.3 “2017 Compensation for Executive Corporate Officers”.).

Group death/disability and health insurance plans and defined contribution pension plan

Hubert SAGNIÈRES is eligible for the Employee death/disability and health insurance plans and the defined 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 benefits and other ancillary items of his compensation.

Benefits in kind €7,633 Hubert SAGNIÈRES is covered by an unemployment insurance plan for which the Company paid a premium of €7,633 in 2017.



Thirteenth resolution13.

Approval of the fixed, variable and exceptional compensation components comprising the total compensation and benefits in kind paid or awarded in respect of the 2017 fiscal year to Mr. Laurent VACHEROT, President and Chief Operating Officer

The Shareholders’ Meeting, deliberating with the quorum and and benefits in kind paid or awarded in respect of the 2017majority conditions required for Ordinary Shareholders’ fiscal year to Mr. Laurent VACHEROT, President and ChiefMeetings, pursuant to article L. 225-100 of the French Operating Officer, as shown in the 2017 RegistrationCommercial Code, approves the fixed, variable and Document, and reproduced below.exceptional components comprising the total compensation



Fixed compensation €650,000 Gross annual fixed compensation effective as of December 6, 2016, as decided by the Meeting of the Board of Directors of December 6, 2016 on the recommendation of the Executive Officers and Compensation Committee. The amount remains unchanged since 2016.

Variable compensation €988,650 At its meeting of February 28, 2018, the Board of Directors, on the recommendation of the Executive Officers and Compensation Committee and after approval of the financial items by the Audit and Risk Committee, assessed the variable compensation payable to Laurent VACHEROT in respect of the 2017 fiscal year.Given the financial and specific targets approved by the Board Meeting of February 16, 2017 and the achievements recorded as at December 31, 2017, the amount of the variable component was assessed as follows:

in respect of financial targets:ºRestated EPS, 187% of target achieved,ºOrganic growth, 120% of target achieved;º

in respect of specific targets: The Board decided that Laurent ºVacherot had met 150% of the targets as set by the Board, i.e. the successful implementation of the proposed combination with Luxottica, the sustainability of Essilor’s culture, the development of long term growth plans, the change and strengthening of Group control to support growth.

The amount of Laurent VACHEROT’s variable compensation for 2017 was approved at €988,650 which is 152% of his annual fixed compensation for 2017.Details of these criteria, their respective weighting and their assessment scales are provided in the 2017 Registration Document in Chapter 2 Section 2.3.3 “2017 compensation for Executive Corporate Officers”.

Deferred variable compensation

N/A Laurent VACHEROT does not benefit from any deferred variable compensation.

Multi-year variable compensation

N/A Laurent VACHEROT does not benefit from any multi-year variable compensation.

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

Exceptional compensation N/A Laurent VACHEROT does not benefit from any exceptional compensation.

Award of stock subscription and share purchase options

N/A Laurent VACHEROT does not benefit from stock options.

Award of performance shares

Number: 32,045; accounting valuation: €1,615,388

At its October 3, 2017, meeting, the Board of Directors, in accordance with the authorization accorded by the 14th resolution of the Shareholders’ Meeting of May 5, 2015, and on the recommendation of the Executive Officers and Compensation Committee, awarded a maximum number of 32,045 performance shares to Laurent VACHEROT, valued at €1,615,388 according to the method used for the consolidated financial statements, i.e., 1.9% 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, 2017.The rules governing awards to Executive Corporate Officers, the vesting conditions and the lock-up conditions for such shares are set out in the 2017 Registration Document in Chapter 2, Section 2.3.3 “2017 Compensation for Executive Corporate Officers”.

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





Termination benefits No payment Under a clause in his employment contract suspended during his term of office as an Executive Board Director, Laurent VACHEROT is entitled to a severance payment of a maximum of €2,686,000, of which:

€1,366,129 in respect of benefits payable under French law and the ºapplicable collective bargaining agreement;€1,319,871 in supplementary benefits which are wholly subject to ºperformance conditions.

In accordance with the procedure regarding related-party agreements and commitments, this benefit obligation was authorized by the Board on December 6, 2016, ratified at the Shareholders’ Meeting of May 11, 2017 (12th resolution) and will be submitted to this Shareholders’ Meeting (11th resolution) because his term of office, as President and Chief Operting Officer, was renewed by the Board on May 11, 2017.Details of the award criteria for this benefit are provided in the 2017 Registration Document in Chapter 2 Section 2.3.3 “2017 Compensation for Executive Corporate Officers”.

Non-compete payment N/A Laurent VACHEROT does not benefit from any non-compete payment.

Supplementary pension plan

No payment Laurent VACHEROT is eligible for the defined benefit 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 benefits and other ancillary items of his compensation.In accordance with the procedure regarding related-party agreements and commitments, this benefit obligation was authorized by the Board on December 6, 2016 and ratified at the Shareholders’ Meeting of May 11, 2017 (4th resolution).As an example, if the calculation were made on December 31, 2017, the annual pension provided by this plan would amount to 25% of the average total compensation (fixed + variable) actually paid to Laurent VACHEROT during the 2015, 2016 and 2017 fiscal years (see 2017 Registration Document Chapter 2 Section 2.3.3 “2017 Compensation for Executive Corporate Officers”).

Group death/disability and health insurance plans and defined contribution pension plan

Laurent VACHEROT is eligible for the Group death/disability and health insurance plans and the defined 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 benefits and other ancillary items of his compensation.

Company car €7,324 Laurent VACHEROT benefits from a Company car valued as a benefit in kind at €7,324 annually.



Fourteenth resolution14.

Approval of the compensation policy applicable to the Executive Board Officers

Pursuant to article L. 225-37-2 of the French Commercial Code, the Board of Directors submits to the approval of theShareholders’ Meeting the principles and criteria for the determination, distribution and award of the fixed, variable andexceptional components making up total compensation and benefits of any kind attributable to the Executive Officers forthe performance of their duties for the 2018 fiscal year, representing the compensation policy applicable to them.

These principles and criteria approved by the Board of Directors on the recommendation of the Executive Officers andRemuneration Committee are set out in the report scheduled by the above article and appear in Chapter 2, Section 2.3.2 ofthe 2017 Registration Document. Pursuant to article L. 225-100 of the French Commercial Code, the amounts resultingfrom the implementation of these principles and criteria will be submitted to the approval of shareholders at the meetingconvened to approve the financial statements for fiscal year 2018.

The General Meeting, acting pursuant to the quorum and any kind presented in the afore-mentioned report which maymajority conditions for Ordinary General Meetings, and be awarded to the Executive Officers, pursuant to their termhaving reviewed the report on corporate governance, of office for the fiscal year 2018, as detailed in the report onapproves the principles and criteria for the determination, corporate governance presented in Chapter 2, Section 2.3 ofdistribution and award of the fixed, variable and exceptional the 2017 Registration Document.components making up total compensation and benefits of

Fifteenth resolution15.

Powers to carry out legal formalities

Resolution 15 is a standard resolution covering the powers to carry out the legal formalities necessary after theShareholders’ Meeting.

Any bearer of a copy or an extract of the minutes of this Meeting shall be vested with the power to file documents and effectpublications with regard to the above resolutions.

6


ESSILOR IN 2017

Key Figures and Highlights

€ millions2017

Adjusted (f) 2016Reported % Change

2017Reported

Revenue 7,490 7,115 +5.3% 7,490

Contribution from operations (b) 1,367 1,321 +3.5% 1,361

(% of revenue) 18.3% 18.6% -- 18.2%

Operating profit 1,248 1,230 +1.5% 1,074

Profit attributable to equity holders 833 813 +2.5% 789

(% of revenue) 11.1% 11.4% -- 10.5%

Earnings per share (€) 3.85 3.79 +1.6% 3.64

(b) / (f) See notes on page 27.

2016 2017 Adjusted(f)

+3.5%

2016 2017 Adjusted(f) 2016 2017 Adjusted(f)

833813

1,36718.3%

1,32118.6% 3.853.79

+2.5% +1.6%

CONTRIBUTION FROM OPERATIONS (b)

(in € millionsand as a % of revenue)

PROFIT ATTRIBUTABLETO EQUITY HOLDERS

(in € millions )

EARNINGS PER SHARE(in €)

Commenting on the 2017 results, Hubert SAGNIÈRES,Chairman and Chief Executive Officer of Essilor, said:

together with the numerous transformative initiativesundertaken in 2017, allow us to look ahead to 2018 withconfidence.“Essilor continued its mission to improve vision across the

globe in 2017, and delivered another year of earnings growth.Our ambition to eradicate poor vision drives a developmentstrategy that is supported more than ever by our powerfulinnovation capacity, our acquisition model and the quality ofour governance, in which an increasing number of groupemployees are involved. The momentum created by therollout of new products, notably in the fourth quarter,

Once completed, the combination with Luxottica will open anew chapter for us, allowing us to grow in a way that benefitsconsumers and the optical industry”

In 2017, Essilor continued to provide an ever-growingnumber of solutions to respond to unmet visual needs bypursuing a strategy of expanding its scope of operations insunwear and online sales.

6 ESSILOR IN 2017


In prescription lenses, a strategy geared to innovation,consumer marketing, partnerships and new, inclusivebusiness models led to launches in all price ranges of avariety of products for correcting and protecting eyesightand preventing visual health risks. Custom services were alsodeveloped for a growing number of eyecare professionals,and the Company continued to expand geographically.

The rollout of Essilor’s portfolio of sunwear brandscontinued, particularly in China, and the Company boostedits presence and organization in online retailing.

More importantly, Essilor began writing a new chapter in itshistory in 2017 with the announcement on January 16 of itsproposed combination with Luxottica. Major strides weremade during the year toward finalizing the combination (seesection Proposed combination of Essilor and Luxottica).

Highlights of the 2017 fiscal year included:

A sharp acceleration in fourth quarter like-for-like(a)º

revenue growth at 5.1%;

growth in the United States in the second half and strongonline sales. These positive trends offset weakness in somecountries, particularly Australia and Brazil;

Good overall performance at the Lenses and Opticalº

Instruments division, primarily reflecting accelerated

Global rollouts of the new Varilux® X series™ progressiveº

lens, the new Crizal® Sapphire™ 360° anti-reflective lensand the Eye Protect System™ lens, which sets a newstandard for protection against UV rays and harmfulblue-violet light;

Further development of the Sunglasses & Readers divisionº

characterized by solid growth in the United States and theintegration of Photosynthesis Group in China;

Robust growth at the Equipment division, driven byº

positive momentum in the optical industry and the appetiteof many players for new lens manufacturing technologies;

The completion of nine partnerships or acquisitionsº

representing combined full-year revenue of close to€87 million;

Significant free cash flow(e) generation at €925 million thatº

allowed Essilor to make significant progress in reducing itsnet debt.

Consolidated Revenue

Revenue€ millions 2017 2016

Change(reported)

Change(like-for-like (a))

Scopeeffect

Currencyeffect

Lenses and Optical Instruments 6,498 6,218 +4.5% +3.4% +2.4% -1.3%

North America 2,805 2,707 +3.6% +4.1% +1.4% -1.9%

Europe 2,015 1,905 +5.7% +2.4% +4.0% -0.6%

Asia/Pacific/Middle East/Africa 1,192 1,138 +4.7% +5.1% +2.0% -2.3%

Latin America 486 468 +4.0% -0.9% +2.8% +2.0%

Sunglasses & Readers 766 685 +12.0% +0.1% +14.8% -3.0%

Equipment 226 212 +6.4% +5.8% +2.0% -1.4%

TOTAL 7,490 7,115 +5.3% +3.1% +3.6% -1.4%

Revenue by operating segmentAs a % of total revenue

86.8%Lenses andOpticalInstruments

3.0%Equipement

10.2%Sunglasses & Readers

Revenue by region, across all business divisionsAs a % of total revenue

46%NorthAmerica

19%Asia/Pacific/Middle East/Africa

7%Latin America

28%Europe

(a) / (e) See notes on page 27.

6 ESSILOR IN 2017


In 2017, consolidated revenue totaled €7,490 million, an increase of 6.7% excluding currency effects.On a like-for-like basis (a), sales increased by 3.1%, withmomentum picking up between the first half (+2.5%) andsecond half (+3.8%).

The consolidation scope effect (+3.6%) reflectedcontribution from bolt-on acquisitions (c) completed primarilyin 2016, but also in 2017.

More than half of the exchange rate effect (negative 1.4%)reflected the US dollar’s depreciation against the euro duringthe year. The rest was mostly due to declines in the value ofthe British pound, Chinese yuan and Turkish lira, partiallyoffset by the strengthening of the Brazilian real and Russianruble.

Consolidated Statement of IncomeCondensed income statement, reported/adjusted (f)

€ millions2017

Adjusted (f)Adjustment

items2017

Reported2016

Reported

Revenue 7,490 7,490 7,115

Gross profit 4,346 4,346 4,181

Contribution from operations (b) 1,367 (6) 1,361 1,321

Other income/expenses (119) (168) (287) (91)

Operating profit 1,248 (174) 1,074 1,230

Income tax expense (262) 131 (132) (285)

Net profit 922 (44) 878 880

Attributable to equity holders 833 (44) 789 813

Earnings per share (€) 3.85 3.64 3.79

Revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating (b)expenses).There are two main types of adjustment items. First, expenses associated with the planned combination with Luxottica, and, second, the positive (f)effects of tax changes in the United States and France.These non-recurring adjustments include: Transaction costs related to the proposed combination with Luxottica for €109 million;º

An additional cost of €45 million principally linked to the lifting of performance conditions for two employee shareholding plans;º

A one-time contribution for €19 million to mission-related programs focused on eradicating poor vision worldwide;º

An exceptional gain from the refund of the 3% dividend tax in France, net of one additional tax, for €19 million;º

A one-time gain linked to tax reform passed in the United States in December 2017 for €73 million.º

Condensed adjusted (f) income statement

€ millions2017

Adjusted (f) 2016Reported % change

Revenue 7,490 7,115 +5.3%

Gross profit 4,346 4,181 +3.9%

(% of revenue) 58.0% 58.8% --

Operating expenses 2,979 2,860 +4.2%

Contribution from operations (b) 1,367 1,321 +3.5%

(% of revenue) 18.3% 18.6% --

Other income and expenses from operations (119) (91) --

Operating profit 1,248 1,230 +1.5%

(% of revenue) 16.7% 17.3% --

Finance costs, net (64) (66) --

Income tax expense (262) (285) --

Effective tax rate 22.1% 24.5% --

Net profit 922 880 +4.8%

Attributable to equity holders 833 813 +2.5%

(% of revenue) 11.1% 11.4% --

Earnings per share (€) 3.85 3.79 +1.6%

(b) / (f) See notes above and on page 27.

6 ESSILOR IN 2017


Consolidated Results

3.9% increase in gross profit

Gross profit (revenue less cost of sales) reached€4,346 million in 2017, or 58.0% of revenue, compared with58.8% in 2016. Despite the operating efficiency gainsachieved, gross margin contracted due to two main factors:a shift in the mix of distribution channels, notably reflectingthe rapid growth of the online activities where gross margintends to be below the group average, and a decline in salesof Transitions® lenses to manufacturers outside the group.

Adjusted (f) operating expenses: up 4.2%

Adjusted (f) operating expenses amounted to €2,979 million,which was 39.8% of revenue versus 40.2% in 2016.

These charges mainly included:

R&D and engineering costs, which totaled €217 million, upº

slightly from 2016;

Selling and distribution costs, which rose to €1,845 millionº

from €1,750 million in 2016 mainly because of sales forceexpansion.

Adjusted (f) contribution from operations (b): 18.3% of revenue

The adjusted (f) contribution from operations (b) rose 3.5% (ofwhich 2.7% like-for-like (a)) to €1,367 million, representing18.3% of revenue, and was slightly down from 2016 (18.6%)due to:

Dilution resulting from bolt-on acquisitions (c);º

Significant investments to reinforce the organization inº

China as well as economic situations, including the one inBrazil, that offset the positive operating leverage effects.

Adjusted (f) operating profit: up 1.5% to €1,248 million or 16.7% of revenue

“Other income and expenses from operations” represented anet expense of €119 million, up from €91 million in 2016. Thetotal for 2017 mainly included:

€33 million of restructuring provisions, mainly related toº

the streamlining of some production sites and therestructuring of certain trade flows;

€82 million of compensation costs for share-basedº

payments (particularly performance share plans), whichwas higher than 2016 because of the Company’s proactiveemployee share ownership policy;

€17 million of net expense associated with the settlementº

of litigation;

A €9 million profit from the sale of certain real estateº

assets in France.

Finance costs and other financial income and expenses, net

This item came to a net expense of €64 million, comparedwith €66 million in 2016. The improvement was attributableto debt reduction in the second half of 2017.

Adjusted (f) net profit up 4.8% to €922 million

Adjusted (f) net profit includes €262 million in income taxexpense compared with €285 million in 2016, for an effectivetax rate of 22.1% versus 24.5% in 2016. The reduced rate wasmainly due to the continued application over the full year ofthe advance pricing agreement (APA) on royalty ratessigned between France and the United States in 2016.

The adjusted (f) net profit attributable to equity holders ofEssilor amounted to €833 million, an increase of 2.5% overthe prior year. This included €89 million in non-controllinginterests, up from €67 million in 2016. This increase resultedfrom the consolidation of Photosynthesis Group beginningJanuary 1, 2017 and from the contribution of results deliveredby the Company’s partners.

Adjusted (f) earnings per share came to €3.85, an increase of1.6% versus 2016.

(a) / (b) / (c) / (f) See notes on page 27.

6 ESSILOR IN 2017


Proposed combination of Essilor and LuxotticaOn January 16, 2017, Essilor and Delfin, the majorityshareholder in Luxottica, announced that they had signed anagreement to create an integrated global player in theeyewear industry with the combination of Essilor andLuxottica. The transaction is subject to satisfaction of severalconditions precedent.

In March 2017, employee representative bodies at Essilorissued favorable opinions on the combination.

On April 12, 2017, the French market authority (AMF) waivedDelfin’s obligation to file a mandatory tender offer forEssilor’s shares.

On May 11, 2017, shareholders at the General Meeting anddouble voting rights holders at the Special Meeting approvedthe combination.

other conditions precedent to completing the contribution ofLuxottica shares to Essilor have been satisfied, and it willbecome the holding company at the top of the combinedgroup housing Essilor International and Luxottica.

On November 1, 2017, Essilor completed the hive-down of itsactivities. Essilor will be renamed “EssilorLuxottica” once the

Essilor and Luxottica have also jointly filed notices with theantitrust authorities in several countries, notably in fivejurisdictions (Brazil, Canada, China, the United States andEurope) whose approval is a condition to complete thecombination. To date(1), the deal has been unconditionallyapproved in Canada, Europe, the United States and thirteenother countries: Australia, Chile, Colombia, India, Israel,Japan, Mexico, Morocco, New Zealand, Russia, South Africa,South Korea and Taiwan.

For any furher information on this transaction, please consultthe 2017 Registration Document available on the Company'swebsite: www.essilor.com, section: Investors/Publicationsand Downloads.

NotesLike-for-like growth: Growth at constant scope anda.exchange rates. See definition provided in Note 2.4to the consolidated financial statements of the 2017Registration Document.

Contribution from operations: Revenue less cost ofb.sales and operating expenses (research anddevelopment costs, selling and distribution costs andother operating expenses).

Bolt-on acquisitions: Local acquisitions or partnerships.c.

Operating cash flow: Net cash from operating activitiesd.before working capital requirement.

Free cash flow: Net cash from operating activities lesse.purchases of property, plant and equipment andintangible assets, according to the IFRS consolidatedcash flow statement .

effects of tax changes in the United States and France.These non-recurring adjustments cover:

Adjusted: There are two main types of adjustmentf.items. First, expenses associated with the proposedcombination with Luxottica, and, second, the positive

Transaction costs related to the proposedº

combination with Luxottica for €109 million;

An additional cost of €45million principally linked toº

the lifting of performance conditions for twoemployee shareholding plans;

A one-time contribution for €19 million toº

mission-related programs focused on eradicatingpoor vision worldwide;

A gain from the refund of the 3% dividend tax inº

France, net of one exceptional tax, for €19 million;

A one-time gain linked to tax reform passed in theº

United States in December 2017 for €73 million.

The reported accounts and a reconciliation of thereported accounts to the adjusted accounts areprovided in page 25.

Day of publication of this document(1)


7


GOVERNANCE

As of February 28, 2018, Essilor’s Board of Directors hasthirteen members, including two members representingemployee shareholders and one member representingemployees.

Members of the Board of Directors contribute to a variety ofareas, and specifically: providing experience to the Company,providing expertise in Essilor’s specific business segments,several years’ experience in managing internationalcompanies, and through this, providing their managementexpertise and/or experience to the Company, or even theirexpertise in finance, logistics, marketing, e-commerce, etc.

Singaporean). The Company’s Directors have a duty of careand exercise complete freedom of judgment.

This diversity and this complementarity of backgrounds isalso a result of the internationalization of the Board ofDirectors, on which people of five different nationalitiesserve (American, Canadian, French, German and

The operations of the Board of Directors and the specialBoard Committees are governed by internal rules adoptedby the Board at its meeting of November 18, 2003, andrevised several times since then, and by a Directors’ Charter.The main elements of these two documents are reproducedin full, along with the Articles, on the Company’s website, inthe “Group/A unique governance model” Section.

In 2017, the Board of Directors held eight meetings. Theaverage duration of the meetings was three hours. Theaverage attendance of the Directors at the Board Meetingswas close to 96% for all the meetings of the Board and theCommittees.

Committees of the Board of Directors as of February 28, 2018

Audit and Risk Committee

Annette MESSEMER, Chairwomanº

Philippe ALFROIDº

Juliette FAVREº

Jeanette WONGº

Appointment and Compensation Committee

Bernard HOURS, Chairmanº

Marc ONETTOº

Olivier PÉCOUXº

Hubert SAGNIERES (in a consulting role) (1)º

Juliette FAVRE (in a consulting role) (1)º

Corporate Social Responsibility (CSR) Committee

Louise FRÉCHETTE, Chairwomanº

Antoine BERNARD DE SAINT-AFFRIQUEº

Juliette FAVREº

Hubert SAGNIÈRESº

Strategy Committee

All the members of the Board of Directors

The Chairman and Chief Executive Officer and a Director representing employee shareholders are involved in the work of the Committee (except for(1)the topics with respect to Compensations).

7 GOVERNANCE


Members of the Board of Directors as of February 28, 2018HUBERT SAGNIÈRES

Chairman and Chief Executive Officer º

of Essilor since January 2, 2012Date of first appointment: May 14, 2008º

End of term: 2020(1)º

Other directorships and positions in º

listed companies as of December 31, 2017: none

Age: 62French and Canadian national

PHILIPPE ALFROID

Former Chief Operating Officer of º

Essilor (1996 2009)Date of first appointment: May 6, 1996º



listed companies as of December 31, 2017: Director of Eurogerm, Gemalto NV (Netherlands) and Wabtec Corporation (USA)


ANTOINE BERNARD DE SAINT-AFFRIQUE(2) (3)

Chief Executive Officer of Barryº

Callebaut (Switzerland)Independent Directorº

Date of first appointment: May 15, 2009º





MAUREEN CAVANAGH

Vice President Retail for Essilor of º

America (USA)Director representing employeeº

shareholdersDate of first appointment: May 16, 2013º




Age: 54American national

JULIETTE FAVRE

Strategic Projects Executive, Global º

Operation Support at EssilorDirector representing employee º

shareholdersDate of first appointment: May 5, 2015º

(with effect from May 6, 2015)End of term: 2020(1)º




LOUISE FRÉCHETTE(2) (3)  

Chair of CARE International º

Supervisory Board (Switzerland) and member of the Board of the Global Leadership Foundation (UK)Independent Directorº





Age: 71Canadian national

Or at the completion date of the contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfin S.à.r.l. to Essilor, pursuant (1) to the provisions of the contribution agreement dated March 22, 2017 entered into between Delfin S.à.r.l. and Essilor, (See section 2.5 of the 2017 Registration Document). Term of office to be renewed at the Shareholders’ Meeting of April 24, 2018.(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(3)Code in force. The Board of Directors concluded that, out of the thirteen Board members, six (as indicated above) could be consideredindependent. Thus, the independence ratio reaches 60%, pursuant to the recommendations of the AFEP-MEDEF Code (i.e., not including the twoDirectors representing employee shareholders and the Director representing employees).

7 GOVERNANCE


BERNARD HOURS  (2) (3)


Danone (January 2008 to September 2014)Independent Directorº


End of term: 2018(1) º




ANNETTE MESSEMER  (3)

Divisional Board Member, Corporate º

Clients, Commerzbank AG (Germany)Independent Directorº




listed companies as of December 31, 2017: Member of the Supervisory Board of K+S Aktiengesellschaft (Germany)

Age: 53German national

MARC ONETTO (2) (3)

Former Senior Vice President º

Worldwide Operations and Customer Service at Amazon (2006-2013)Independent Directorº




listed companies as of December 31, 2017: Director of Flex Ltd (Singapore)

Age: 67French and American national

OLIVIER PÉCOUX (2)

Chief Executive Officer - Managing (3)º

Partner of the Rothschild & Co group and Rothschild et Cie BanqueDate of first appointment: May 3, 2001º



listed companies as of December 31, 2017: noneAge: 59

French national

LAURENT VACHEROT

President and Chief Operating Officer º

of EssilorDate of first appointment: May 11, 2017º





JEANETTE WONG (2) (3)  

DBS Group (Singapore) Executiveº


Date of first appointment: March 22,º

2017 / May 11, 2017 (4)





DELPHINE ZABLOCKI

Skilled operator at Essilorº

Director representing employees º

Date of first appointment: October 28,º

2017 (Works Council appointment)End of term: 2021(1)º




Or at the completion date of the contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfin S.à.r.l. to Essilor, pursuant(1) to the provisions of the contribution agreement dated March 22, 2017 entered into between Delfin S.à.r.l. and Essilor, (See section 2.5 of the 2017Registration Document). Term of office to be renewed at the Shareholders’ Meeting of April 24, 2018.(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(3)Code in force. The Board of Directors concluded that, out of the thirteen Board members, six (as indicated above) could be consideredindependent. Thus, the independence ratio reaches 60%, pursuant to the recommendations of the AFEP-MEDEF Code (i.e., not including the twoDirectors representing employee shareholders and the Director representing employees).Co-optation followed by the ratification by the Shareholders' Meeting.(4)

7 GOVERNANCE


Members of the Board of Directors of EssilorLuxottica (1)

Members appointed by Delfin

LEONARDO DEL VECCHIO

Executive Chairman and CEO º

of EssilorLuxottica

Age: 82Italian national

ROMOLO BARDIN

Chief Executive Officer of Delfin º

(Luxembourg)Director representing Delfinº


GIOVANNI GIALLOMBARDO

General Manager of UniCredit º

Luxembourg SADirector representing Delfinº

Age: 62Italian and Luxembourgish national

RAFAELLA MAZZOLI

Consultant at Egon Zehnder (Italy)º



FRANCESCO MILLERI

Deputy Chairman and CEO of Luxottica º

Group S.p.A. (Italy)Director representing Delfinº


GIANNI MION

Chairman of Banca Popolare di Vicenza º

(Italy), Fila S.p.A. (Italy) and Space2 (Italy)Independent Directorº


LUCIA MORSELLI

Chief Executive Officer of Acciaitalia º

S.p.A. (Italy)Independent Directorº


CRISTINA SCOCCHIA

Chief Executive Officer of Kiko S.p.A. º

(Italy)Independent Directorº


Resulting from the combination between Essilor and Luxottica (as of the closing of the contribution by Delfin of all its shares in Luxottica).(1)

7 GOVERNANCE


Members appointed by Essilor International

HUBERT SAGNIÈRES

Executive Vice Chairman and Deputy º

CEO of EssilorLuxottica


LEONEL ASCENCAO PEREIRA

Workshop Manager for surfacing º

and lenses at Essilor.Director representing employeesº

Age: 45French and Portuguese national

JULIETTE FAVRE

Strategic Projects Executive, Global º

Operations Support at EssilorDirector representing Valoptec º

Association (employee shareholding)


BERNARD HOURS


Danone (January 2008 to September 2014)Independent Directorº


ANNETTE MESSEMER

Divisional Board Member, Corporate º

Clients, Commerzbank AG (Germany)Independent Directorº

Age: 53German national

OLIVIER PÉCOUX

Chief Executive Officer - Managingº

Partner of the Rothschild & Co groupand Rotschild et Cie Banque


JEANETTE WONG (1)

DBS Group (Singapore) Executiveº



DELPHINE ZABLOCKI

Skilled operator at Essilorº

Director representing employeesº


To be submitted for the approval of the General Shareholder's Meeting of April 24, 2018.(1)

8


REPORT ON THE EXECUTIVE CORPORATE OFFICERS’ COMPENSATION POLICY

Principles and criteria for the determination, distributionand award of the fixed, variable and exceptionalcomponents comprising total compensation and benefits ofany kind attributable to Essilor Executive CorporateOfficers (presented pursuant to article L. 225-37-2 of theFrench Commercial Code)This report describes the principles and criteria for thedetermination, distribution and award of the fixed, variableand exceptional components comprising total compensationand benefits of any kind attributable to Essilor ExecutiveCorporate Officers for fiscal year 2018 which will besubmitted for shareholder approval at the Shareholders’Meeting of April 24, 2018, pursuant to article L. 225-37-2 ofthe French Commercial Code.

These principles and criteria will apply, where appropriate, toany successor to the Chairman and Chief Executive Officerand President and Chief Operating Officer, until the nextShareholders’ Meeting called to approve the compensationpolicy for Executive Corporate Officers. Similarly, theseprinciples and criteria will apply, where appropriate, to anyadditional Executive Corporate Officers appointed during thefiscal year 2018, until the next Shareholders’ Meeting calledto approve the compensation policy for Executive CorporateOfficers.

In addition to the items described below, a sign-on premiummay be granted in accordance with the principlesestablished for these purposes by the AFEP-MEDEF Code, toan Executive Corporate Officer recruited externally tocompensate him/her for elements of compensation lost as aresult of resignation from their previous position.

It is specified that the payment of the variable componentsand exceptional components, if any, for fiscal year 2018, issubject to approval by the Shareholders’ Meeting called toapprove the financial statements for the fiscal year 2018.

Note: the policy described below applies to ExecutiveCorporate Officers. In the event that the Company has toappoint a Non-Executive Corporate Director, then it willcomply with the recommendations set out in theAFEP-MEDEF Code.

General principles

The compensation of Executive Corporate Officers is set bythe Board of Directors on the recommendation of theExecutive Officers and Compensation Committee and inaccordance with the following key principles:

compensation must be aligned with shareholder interestsº

and foster the creation of long-term shareholder value;

compensation must be considered as a whole: allº

components (including monetary elements, including thesupplementary pension) and the balance of thosecomponents must be taken into account;

compensation must be competitive with regard to theº

practices of French and international companies in similarmarkets;

compensation must be consistent with that of theº

Company’s other senior managers and employees;

the variable portion of the compensation must support theº

Company’s strategy and must be closely linked to theCompany’s performance;

compensation must reflect the Company’s culture andº

values;

compensation must be governed by simple, clear,º

transparent rules.

Use of external consultants and market practices benchmark

The Appointment and Compensation Committee usesindependent specialist firms to measure the competitivenessof its compensation for Executive Corporate Officers.

Compensation surveys cover French and internationalmultinationals comparable to Essilor in terms of revenue,number of employees, market capitalization, businesssectors, degree of internationalization, and performanceprofile.

1 REPORT ON THE EXECUTIVE CORPORATE OFFICERS’ COMPENSATION POLICY


These surveys provide the Appointment and CompensationCommittee with insight into the competitive positioning of thecompensation paid to the Executive Corporate Officers andmarket trends. They are one of the elements used todetermine the compensation of Executive Corporate Officers.

Without being prescriptive, the positioning sought is roughlythe median for fixed compensation and above the median fortotal compensation (fixed + target annual variablecomponent + long-term incentive). The level ofcompetitiveness of the compensation for ExecutiveCorporate Officers of the Company is directly related to theirperformance.

Fixed compensation

Fixed compensation must enable talented individuals fromwithin the Company, or as necessary, from outside theCompany, to be attracted to the most senior managementpositions. It must also be sufficient to engage theircommitment and loyalty towards a long-term project.

It reflects the extent of the holder’s role and length of servicein the position, and must be consistent with marketpractices.

The topic of changes to fixed compensation is reviewedannually. The criteria taken into account when deciding on anincrease are changes in the scope and level of responsibility, theholder’s level of performance and development in the position,the positioning relative to the market for equivalent positions inmultinational companies of comparable size and the economicand social environment in the Group’s main countries .

The Board of Directors’ meeting on October 3, 2017, in linewith the recommendations of the Executive Officers andCompensation Committee, decided that the fixed annualcompensation of Executive Corporate Officers would notchange until the final completion date of the combinationwith Luxottica. Consequently, the annual fixed compensationfor the Chairman and Chief Executive Officer is maintained at€800,000, unchanged since 2012.

Similarly, the annual fixed compensation for the Presidentand Chief Operating Officer is maintained at €650,000.

When the combination between Essilor and Luxottica isfinally completed, and in compliance with the rules andprinciples set out above, the Board of Directors is likely toincrease the fixed compensation of Executive CorporateOfficers to reflect changes in their scope of responsibility.

Annual performance compensation (annual variable component)

The annual variable component rewards the achievement ofthe year’s strategic financial and non-financial targets.

The variable component accounts for 100% of the fixedcompensation if targets are fully achieved. It may reach200% (absolute cap) of the fixed compensation if the targetsare exceeded.

achievement of said targets takes place at the start of thefollowing fiscal year after the Audit and Risk Committee hasapproved the results.

The variable component structure and targets are defined atthe start of each fiscal year. The assessment of the

The quantitative indicators must represent a majorproportion in the structure of the variable component andare selected from those that allow the best possibleimplementation of the Company’s strategy. The weightingbetween each indicator is reviewed annually according tothe fiscal year’s priorities.

A target level (corresponding to 100% achievement oftarget) is set for each quantifiable indicator. The target levelis set such that it represents an ambitious yet achievablegoal. A minimum and maximum level is set based on thattarget level. The minimum level is the threshold that triggersachievement of the target: below this minimum level, novariable compensation is paid. The maximum levelcorresponds to the cap on the target achievement rate.Through its compensation philosophy, the Company wishesto encourage Executive Corporate Officers to exceed thetarget level and aim for outperformance. The indicator levelsare set by taking into account the global economic context,growth forecasts in the optical industry sector, and factorsinternal to the Company.

To assess the achievement of financial targets, indicators arecalculated by neutralising factors outside the ExecutiveCorporate Officer’s control (such as exchange ratefluctuations and changes in Group consolidation).

The target variable component for Executive CorporateOfficers for fiscal year 2018 is made up of the following threeobjectives:

Chairman andChief Executive

Officer

President andChief Operating

Officer

Organic growth 25% 30%

Restated net EPS 25% 30%

Specific objectives 50% 40%

Among the specific quantifiable or qualitative objectives, arethe following:

the successful finalization of the proposed combinationº

with Luxottica;

the development of long and medium term growth plansº

for the Company;

the strenghtening of compliance and internal control toº

support the Company's growth.

The variable component will be calculated prorata for theperiod from January 1, 2018, to the final completion date ofthe combination with Luxottica.

If the combination is finally completed between Essilor andLuxottica, the performance criteria of EssilorLuxottica'sExecutive Corporate Officers may change to take intoaccount the new group’s strategy, as well as changes to thescope of responsibilities of Executive Corporate Officers. Insuch circumstances, a new Shareholders’ Meeting will becalled after the completion of the combination withLuxottica to approve the new performance criteria.



Long-term compensation plan

The long-term compensation plans are designed toencourage the creation of lasting, profitable value forshareholders and to align the interests of the ExecutiveCorporate Officers with those of shareholders.

Since 2010, Essilor’s plans have primarily taken the form ofperformance share awards pursuant to articles L. 225-197-1 etseq. of the French Commercial Code and the authorizationsapproved by the Shareholders’ Meeting.

Throughout its history, Essilor has developed an employeeshareholding culture that has played a fundamental role in itsdevelopment and success. Performance share awards are akey component of the Company’s compensation policy.Thus, the “performance shares” component of thecompensation structure has a major weighting that increasesby level of responsibility. For executives, performance sharesmust represent the largest portion of total compensation(fixed + target annual variable component + performanceshares) to ensure alignment with shareholder interests.

TERMS FOR PERFORMANCE SHARE AWARDSThese awards occur during the same calendar periods. Inexceptional circumstances, the Board of Directors may, onthe recommendation of the Appointment and CompensationCommittee, revise the award schedule. In this case, thesechanges are made public after the Board Meeting thatapproved them and will be disclosed in the RegistrationDocument in the summary table of the AFEP-MEDEFrecommendations not applied.

Performance shares awarded to Executive CorporateOfficers must comply with the following ceilings:

valued in accordance with the IFRS standards applied inº

preparing the consolidated financial statements, an awardmay not represent an amount greater than 75% of targettotal compensation (corresponding to the sum of annualfixed compensation, target annual variable component forthe fiscal year and the long-term incentive valued inaccordance with IFRS standards);

an Executive Corporate Officer may not receive an awardº

exceeding 7% of the total awards (stock-options+ performance shares) granted each year.

VESTING CONDITIONS OF PERFORMANCE SHARESThe vesting of performance shares is wholly subject to theachievement of performance conditions measured over aperiod of at least three years and an employment condition:

conditions linked to the rate of achievement of the annualvariable compensation during the performancemeasurement period. The performance criteria remainstrictly identical to those applied in past years, in particularthose for the 2017 performance share award plan describedin appendix 2 within the section 2.3.3.4 of the 2017Registration Document;

the performance criteria selected are designed toº

guarantee the creation of lasting, profitable value forshareholders and align the interests of the beneficiarieswith those of the shareholders. For this purpose, theperformance criterion for all beneficiaries is linked to theannualized growth in the Company’s share price measuredover a period of at least three years. The ExecutiveCorporate Officers must satisfy additional performance

a condition of employment for a minimum of three years isº

also stipulated in order to guarantee the long-termcommitment of the beneficiaries to serve the Company. Incases of retirement, disability or death, this employmentcondition is lifted.

OTHER OBLIGATIONSTo strengthen alignment with shareholders’ interests, theExecutive Corporate Officers are required to keep one-thirdof the performance shares vested throughout their term ofoffice. This requirement to hold shares no longer applieswhen Executive Corporate Officers permanently hold anaggregate number of shares equivalent to two years’ targetcash compensation (fixed + target annual variablecomponent), through the acquisition of shares and theexercise of stock-options. The target cash compensationused is that of the year during which an Executive CorporateOfficer intends to sell performance shares.

In accordance with the AFEP-MEDEF Code, the ExecutiveCorporate Officers have pledged not to use any hedgingstrategies, until the expiration of their term of office, tomanage the risk related to the shares awarded underlong-term incentive plans.

Pursuant to the Directors’ Charter, Executive CorporateOfficers are required to:

refrain from any transactions involving the Company’sº

stock during the period preceding the publication ofprivileged information of which they have knowledge;

abide by the 30-day “blackout periods” through andº

including the publication date of the annual and half-yearfinancial statements and the 15-day “blackout periods”through and including the publication date of quarterlyinformation. The schedule for these blackout periods isdrawn up annually.

Exceptional compensation

The Board of Directors has adopted the principle by whichthe Executive Corporate Officers may receive exceptionalcompensation under certain circumstances which must bespecifically disclosed and justified. The payment of suchcompensation can only be made subject to the approval ofshareholders pursuant to article L. 225-37-2 of the FrenchCommercial Code.

This exceptional compensation may not exceed 100% of thefixed compensation of the Executive Corporate Officer.



Supplementary pension

The supplementary pension plan is designed to reward theloyalty of Executive Corporate Officers who have spent asignificant portion of their careers with the Company byentitling them to a retirement pension in line with marketpractices.

The supplementary pension plan is built around the followingprinciples:

a minimum length of service condition of 10 years must beº

met to benefit from the plan;

the pension benefit is proportional to length of service inº

the Group;

the reference compensation on which the calculation of theº

final pension is based is calculated according to the grosscompensation (fixed + annual variable component) paidover the last three years;

pursuant to applicable law, annual potential rights areº

capped at 3% of annual compensation and subject to thefulfilment of performance conditions;

the final pension benefit is capped.º

Essilor reserves the right to adjust the supplementarypension plan to take account of legislative developments andmarket practices.

Employee benefits: group death/disability and health insurance plans and defined contribution pension plan

The Executive Corporate Officers are eligible for the samedeath/disability, health insurance and defined contributionpension plans that managers and executives of the Frenchcompany Essilor International provides in France.

The defined-contribution pension plan is based on a flatemployer-contribution rate, currently set at 1% of grosscompensation paid.

Benefits in kind

Executive Corporate Officers are eligible for:

a company car, in accordance with the Company’s internalº

rules;

unemployment insurance.º

Suspension of the employment contract

Developing an effective long-term strategy means not onlyhaving a thorough knowledge of the market, customers,competitors and technologies, but also of the Company’sculture. For that reason, Essilor prioritizes internal talentdevelopment as much as possible.

When an employee with at least 10 years’ service in theCompany is promoted to an Executive Corporate Officerposition, the Group’s policy is to suspend his/heremployment contract under the conditions (includingexceptions) set out in the AFEP-MEDEF Code. In effect, thissolution prevents the resignation of an employee or theinitiation of a mutually agreed termination procedure for anemployee who has been successful in the Group.



Termination benefits for an Executive Corporate Officer who holds an employment contract

An Executive Corporate Officer who holds an employmentcontract (in force or suspended) is not entitled to anycompensation for loss of office in the event that theirappointment as Executive Corporate Officer is terminated.

employment contract were terminated at the Company’sinitiative, except for serious or gross misconduct, subject tothe following conditions:

On the other hand, a termination benefit may be paid if,following the termination of the corporate office, the

the employment contract contains a termination benefit;º

the termination benefit is in any event capped at two yearsº

of the compensation specified in the employment contract;

the portion of the termination benefit that exceeds theº

legal or collective bargaining agreement limits is subject toperformance conditions (see the diagram below).

Termination benefits 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 O�cerNot subject to performance conditions

2 years of compensationrelated to the employmentcontract

+Supplementary benefits, except in the event of serious or gross misconductSubject to performance conditionsAmount determined based on the achievement rate of the performance conditions (indicated in section 2.3.3. of the 2017 Registration Document)

It should also be noted that the calculation of the termination benefit will be based on the compensation in effect at the timethe employment contract was suspended.

Termination benefits for an Executive Corporate Officer not holding an employment contract

In this configuration, the Company’s policy would be toadhere strictly to the law and the recommendations of theAFEP-MEDEF Code. Thus:

this benefit would be capped at two years’ cashº

compensation (corresponding to the average of annualfixed and variable compensation received in the last threeyears prior to departure);

this may only be paid in the event of a compelledº

departure and would be fully subject to the achievement ofperformance conditions.

9


SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS

Issued and unissued authorised share capital(1): the table below summarizes the current delegations granted by theShareholders’ Meetings of May 5, 2015, May 11, 2016 and May 11, 2017 to the Board of Directors in respect of share capital andthe use made of these delegations.

Type of delegation

Date of Shareholders’Meeting

(resolution no.)Duration (Date

of expiration)Maximum authorized

amountUse as of

12/31/2017

Increase in share capital for the benefit of employees and Executive Corporate Officers

Increase in share capital reserved for employees (members of a Company savings plan)

May 11, 2017 (18th) 26 months(July 10, 2019)

1.5% of the share capital(at the date of issue)(2)

0.14%

Increase in share capital reserved for foreign employees (international “Boost” offer)


1.5% of the share capital(at the date of issue)(2)

0.08%

Free share award (performance shares) for the benefit of employees and Executive Corporate Officers


2.5% of the share capital(at the award date)

1.96%

Award of stock subscription options for the benefit of employees


1% of the share capital(at the award date)

0.16%

Increases in share capital (general authorizations)

Increase in share capital by issue of shares with preferential subscription rights maintained


1/3 of the share capital(at the date of the

Shareholders’ Meeting)€1,500 million for debt

securities

None

Increase in share capital by issue of shares with cancellation of preferential subscription rights


10% of the share capital(at the date of the

Shareholders’ Meeting)€1 billion for debt

securities

None

Allocation of securities to qualified investors or a restricted circle of investors (article L. 411-2 II French Monetary and Financial Code)



Shareholders’ Meeting)€1.2 billion for debt

securities

None

Over-allotment option (applicable in respect of resolutions 13, 14 and 15)


15% of the initial issue None

Increase in the share capital as consideration for in-kind contribution of securities


10% of the share capitalat the date of the

Shareholders’ Meeting

None

Issue of shares according to price terms other than those set in respect of resolutions 17 and 20



Shareholders’ Meeting)

None

Article L. 225-37-4 of the French Commercial Code(1)Shared ceiling with the increase in share capital reserved for foreign employees(2)

9 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS


Type of delegation

Date of Shareholders’Meeting

(resolution no.)Duration (Date

of expiration)Maximum authorized

amountUse as of

12/31/2017

Overall limitation of authorizations with cancellation of preferential subscription rights or reserved for in-kind contributors (14, 15, 16, 17, 18)



Shareholders’ Meeting)This ceiling is deductedfrom the overall ceiling

of one-third of the sharecapital (resolution

no. 16)

None

Increase in the share capital by capitalization of reserves, profits, premiums or other


€500 million None

Increase in the share capital associated with the proposed combination with Luxottica

Increase in the share capital by issue of shares in consideration for the Contribution

May 11, 2017 (22th) subject to theadjustment of the

exchange ratio, theincrease in share capitalwould have the effect ofbringing the Company’s

share capital from€39,442,579.02 to

€64,461,626.64.

None

Increase in the share capital by issue of shares in consideration for securities contributed as part of a public exchange offer initiated by Essilor International


None

Buyback by the Company of its own shares

Purchase by the Company of its own shares May 11, 2017 (17th) 18 months(November 10,

2018)

10% of the share capitalat the date of purchase

None

Reduction in the 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, 2017 (11th) 24 months(May 10, 2018)

10% of the share capitalat the date of

cancellation by24-month periods

None

NOTES


✂

10


REQUEST FOR DOCUMENTS AND INFORMATION

Ordinary General Meeting of April 24, 2018

I, the undersigned:

First name and FAMILY NAME: ..................................................................................................................................................................................................

ADDRESS: ...........................................................................................................................................................................................................................................

Owner of ........................................... shares in Essilor 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 ...................................................... 2018

If you wish to receive the documents and information, all requests must be sent to:

SOCIÉTÉ GÉNÉRALEService des Assemblées

CS 3081244308 Nantes Cedex 03

FRANCE

NB – Pursuant to article R. 225-88, paragraph 3 of the French Commercial Code, holders of registered shares may, with asingle request, have the Company send them the documents referred to in article R. 225-83 of the French Commercial Codefor each subsequent Shareholders’ Meeting.

State the bank, financial establishment and the broker responsible for the accounts.(1)

Photo Credits : Capa Picture / John Paciullo

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.

MAISON DELA MUTUALITE

Contacts and access

Maison dela Mutualité24 rue Saint-Victor75005 ParisFrance

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 (Parking Maubert-Collège des Bernardins)• 15 rue Lagrange (Parking Lagrange)

Website: www.maisondelamutualite.com

Email: [email protected]

ESSILOR INTERNATIONAL

(Compagnie Générale d’Optique)

147, rue de Paris

94220 Charenton-le-Pont

France

Tel.: +33 (0)1 49 77 42 24

A French Limited Company (Société Anonyme)

with capital of €39,442,579.02

Créteil trade and Company registry n°712 049 618

www.essilor.com

Documents

NOTICE OF MEETING · 2018-03-26 · 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