EssilorLuxottica : Avviso di convocazione - Assemblea ordinaria e straordinaria del 16 maggio 2019 (Il contenuto è disponibile solo in inglese)

NOTICE OF MEETING

ORDINARY AND EXTRAORDINARY GENERAL MEETING

Thursday, May 16, 2019 at 10:30 am

Maison de la Mutualité 24 rue Saint-Victor 75005 Paris

France

Contents

1.	Agenda	2
2.	How to participate in the Shareholders' Meeting?	4
3.	How to fill in the voting form?	8
4.	Proposed resolutions and statement of reasons	9
5.	Presentation of the EssilorLuxottica group	25
6.	Governance	27
7.	Report on the compensation policy for Executive Corporate Officers	31
8.	Summary table of currently valid delegations	37
9.	Request for documents and information	39

Useful contacts

EssilorLuxottica:

Investor Relations and Financial

Communications Department

Phone number:

(Charenton-le-Pont) Tel: [phone]

(Milan) Tel: [phone]

E-mail address:

[e-mail]

Centralising bank of the

Shareholders' Meeting:

Société Générale

Postal address:

Société Générale - Service des Assemblées - CS 30812 - 44308 Nantes Cedex 03 - France

Phone number:

0 825 315 315: Monday to Friday, from 8:30 am to 6:00 pm* (excluding public holidays) (premium-rate number - €0.15 per minute)

Deadlines to remember

March 29

Publication of the preliminary notice of meeting in the Bulletin des annonces légales obligatoires (BALO).

April 26 - 9:00 am*

Launch of the dedicated secure voting website available to the shareholders prior to the Meeting.

May 13

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

May 14 - 12:00 am*

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

May 15 - 3:00 pm*

Shutdown of the dedicated secure voting website available to the shareholders prior to the Meeting.

May 16 - 10:30 am*

Ordinary and Extraordinary 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 this document.

• CEST.

1 AGENDA

For the Ordinary Meeting

1. Approval of the 2018 parent company financial statements
2. Approval of the 2018 consolidated financial statements
3. Allocation of earnings and setting of the dividend
4. Renewal of the term of office of PriceWaterhouseCoopers Audit as Statutory Auditor

5. Renewal of the term of office of Mazars as Statutory Auditor

1. Appointment of Mr. Patrice MOROT as Substitute Statutory Auditor of PriceWaterhouseCoopers Audit
2. Appointment of Mr. Gilles MAGNAN as Substitute Statutory Auditor of Mazars
3. Agreements falling within the scope of Article L.225-38 of the French Commercial Code
4. Approval of the undertakings referred to in Article L.225-42-1 of the French Commercial

Code relating to the supplementary pension plan and the severance payment granted to Mr. Leonardo DEL VECCHIO, Executive Chairman, in the event of the termination of his term of office

1. Approval of the undertakings referred to in Article L.225-42-1 of the French Commercial Code relating to the supplementary pension plan and the severance payment granted to Mr. Hubert SAGNIÈRES, Executive Vice-Chairman, in the event that his employment contract is terminated under certain conditions
2. Approval of the fixed, variable and exceptional compensation components comprising the total compensation and benefits of any kind paid or awarded in respect of the 2018 fiscal year to Mr. Leonardo DEL VECCHIO, Executive Chairman since October 1, 2018
3. Approval of the fixed, variable and exceptional compensation components comprising the total compensation and benefits of any kind paid or awarded in respect of the 2018 fiscal year to Mr. Hubert SAGNIÈRES, Executive Vice-Chairman since October 1, 2018, and Chairman and Chief Executive Officer from January 1 to October 1, 2018
4. Approval of the fixed, variable and exceptional compensation components comprising

the total compensation and benefits of any kind paid or awarded in respect of the 2018 fiscal year to Mr. Laurent VACHEROT, President and Chief Operating Officer until October 1, 2018

14. Approval of the compensation policy applicable to Executive Corporate Officers

2 Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

Agenda 1

For the Extraordinary Meeting

1. Delegation of authority granted to the Board of Directors for the purposes of deciding a capital increase reserved for members of a Company Savings Plan (French plans d'épargne d'entreprise or "PEE"), without preferential subscription rights (ceiling of 0,5% of the share capital)
2. Delegation of authority to the Board of Directors to issue shares and securities entailing a capital increase, with preferential subscription rights (ceiling of 5% of the share capital)
3. Delegation of authority to the Board of Directors entailing a capital increase by capitalization

of premiums, reserves, profits or other

For the Ordinary Meeting

18. Powers to carry out formalities

Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

3

2	HOW TO PARTICIPATE
	IN THE SHAREHOLDERS' MEETING?

1. Formalities to be carried out

before participating in the General Meeting

Shareholders wishing to attend the Meeting, to be represented via proxy, or to vote by post or online, in accordance with Article R.225-85 of the French Commercial Code, will have to provide evidence of ownership of their shares by 12:00 am CEST on the second business day prior to the Meeting (i.e. 12:00 am CEST, Tuesday, May 14, 2019):

ƒƒ For registered shareholders:

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

ƒƒ For bearer shareholders:

Through the accounting entry for their shares (in their name or, for non-resident shareholders, in the name of the intermediary listed for their account) in the securities account held by the banking or financial intermediary that manages it.

This accounting entry for the shares must be reported in an attendance certificate issued by the authorised intermediary, and it is this which establishes proof of shareholder status. The attendance certificate issued by the authorised intermediary must be attached to the postal voting form, the proxy, or the admission card request and should be sent by the authorised intermediary to the following address:

Société Générale

Service des Assemblées

CS 30812

44308 Nantes Cedex 03

France

2. Ways of participating in the Meeting

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

Tuesday, May 14, 2019, 12.00 am (CEST), i.e., midnight on Monday, May 13, 2019.

To PARTICIPATE(1), shareholders are requested to:

VOTE BY POST	OR	VOTE ONLINE
Return the voting form by mail		Go online and select "voting instructions"
The form must be received by		Deadline:

Monday, May 13, 2019

See instructions on page 8

If you decide to vote online, you must not send your paper voting form back and vice versa. The website will open on Friday, April 26, 2019 from 9:00 am CEST and give you the same options as the paper voting form.

Wednesday, May 15, 2019, 3:00 pm CEST

See instructions on page 6

You therefore have the options of:

ƒƒ requesting and printing an admission card;

ƒƒ giving a proxy to the Chairman of the Meeting or to any other person of your choice (designating and revoking a proxy);

ƒƒ voting on the resolutions.

Note: If you own EssilorLuxottica shares in more than one form (registered, bearer, or through the dedicated employee share ownership fund i.e. "FCPE"), you will have to vote as many times as there are forms if you wish to cast all your voting rights.

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

4 Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

How to participate in the Shareholders' Meeting? 2

Ways of participating in the Meeting

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

If you are a registered shareholder

If you have not chosen to receive the notice of meeting by e-mail(e-notice) and if you are registered for at least one month on the date of the notice of meeting, you will receive the notice of meeting accompanied by a specific form by regular mail. You may obtain your admission card by filling out, signing and returning the form to Société Générale, using the attached postage-paid return envelope. If you have not received your requested admission card by Tuesday, May 14, 2018, please contact Société Générale to track its status from Monday to Friday from 8:30 am to 6:00 pm CEST (excluding public holidays), at the phone number:

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

You can also request an admission card online. Connect to the website www.sharinbox.societegenerale.comusing your user ID and the password that you should have received by post when you opened your registered share account at Société Générale. If you have lost your user ID or password, you can ask for them to be resent by clicking on "Get your codes" on the website's homepage.

If you are a bearer shareholder

You must contact the authorised intermediary holding your securities account, stating that you would like to attend the

Meeting in person. The intermediary will send an attendance certificate to Société Générale, acting for EssilorLuxottica. If you have not received your admission card by Tuesday May 14, 2019, you will need to ask your intermediary to issue an attendance certificate, which will enable you to prove your status as a shareholder at this date to be admitted to the Meeting.

If the financial intermediary managing your shares offers the access to "Votaccess" (online voting platform), you can request an admission card online by connecting to your financial intermediary's portal using your usual login information. You will have to click on the icon displayed on the line corresponding to your EssilorLuxottica shares and follow the instructions displayed on the screen to access the "Votaccess" online voting platform and request the admission card.

If you hold shares through the dedicated employee share ownership fund i.e. "FCPE"

If you hold shares through the dedicated employee share ownership fund i.e. "FCPE", with direct voting rights, you can request an admission card online. Connect to www.esalia.com(using your usual login information) to access the "Votaccess" online voting platform and print your admission card.

2.2. If you are not attending the Meeting in person, you can participate

by appointing a proxy, or by voting by correspondence (post or online)

Appointing a proxy

Either a designated proxy holder

If you have chosen to be represented by a proxy holder of your choice, you may give notice of the appointment(1):

ƒƒ By regular mail, either sent directly using the paper voting form for registered shareholders or sent by the authorised intermediary holding the securities account for bearer shareholders. The notice must be received by Société Générale by Monday, May 13, 2019 at the latest;

ƒƒ Electronically, by connecting to the website www.sharinbox.societegenerale.com(if you are a registered shareholder) or to your financial intermediary's portal (if you are a bearer shareholder and if the financial intermediary managing your shares has joined the "Votaccess" system and offers this service for this General Meeting) or the website www.esalia.com(if you hold shares through the dedicated employee share ownership fund i.e. "FCPE"), according to the instructions described in the box on page 6, by 3:00 pm CEST, Wednesday, May 15, 2019 at the latest.

Or without specifying any proxy holder (representative)

You may notify us of your choice by mail or electronic means, as described above. The Chairman of the Meeting will vote in favour of the adoption of the proposed resolutions presented or agreed to by the Board of Directors and a vote against the adoption of any other proposed resolutions.

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

Voting by post with the voting form

ƒƒ If you are a registered shareholder:

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

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

Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

5

2 How to participate in the Shareholders' Meeting? Ways of participating in the Meeting

ƒƒ If you are a bearer shareholder:

You must send your request for a postal voting form to your financial intermediary. When you have completed and signed the form, the intermediary will be responsible for transmitting it to Société Générale, accompanied by an attendance certificate.

Any request for the postal voting form will have to be received at least six days before the Shareholders' Meeting, i.e. no later than Friday, May 10, 2019.

In all cases, the duly completed and signed personal voting form, accompanied by the attendance certificate for bearer shareholders, will have to be received by Société Générale (at the address indicated previously) at least three calendar

days before the date of the Shareholders' Meeting, that is by Monday, May 13, 2019.

Online voting on the resolutions

ƒƒ If you are a registered shareholder: by connecting to the website www.sharinbox.societegenerale.com;

ƒƒ If you are a bearer shareholder: by connecting to your financial intermediary's portal(if the financial intermediary managing your shares has joined the "Votaccess" system and offers this service for this General Meeting).

ƒƒ If you hold shares through the dedicated employee share ownership fund i.e. "FCPE": by connecting to the websitewww.esalia.com.

See the instructions described in the following box.

How to connect and give voting instructions via the internet?

EssilorLuxottica makes a dedicated voting website available to its shareholders prior to the Meeting, in accordance with the provisions of Article R.225-61 of the French Commercial Code. This secure website offers the options to: request an admission card, give a proxy to the Chairman of the Meeting or to any other person of your choice, or vote on the resolutions.

The "Votaccess" online voting platform will be opened from Friday, April 26, 2019, 9:00 am, to Wednesday, May 15, 2019, 3:00 pm (CEST).

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

ƒƒ If you are a registered shareholder:

Connect to the Sharinbox website www.sharinbox.societegenerale.comusing your user ID and the password that you should have received by post when you opened your registered share account at Société Générale. If you have lost your user ID or password, you can ask for them to be resent by clicking on "GET YOUR CODES" on the website's homepage.

Then click on the name of the Shareholders' Meeting under the heading "MY OPERATIONS", select the operation and follow the instructions before clicking on "VOTE" under the heading "YOUR VOTING RIGHTS".

ƒƒ If you are a bearer shareholder:

If the financial intermediary managing your shares has joined the "Votaccess" system and offers this service for this General Meeting, you will have to connect to your financial intermediary's portal, using your usual login information. Then click on the icon which is displayed on the line corresponding to your EssilorLuxottica shares and follow the instructions displayed on the screen to access the "Votaccess" online voting platform. The access to the "Votaccess" online voting platform may be subject to specific terms of use according to your financial intermediary. Please contact your financial intermediary for further information.

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

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

2.3. Once you have cast your vote by correspondence or proxy

or by requesting your admission card or an attendance certificate to attend the Meeting

ƒƒ You may no longer select another way of participating in the Meeting (Article R.225-85of the French Commercial Code).

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

However, if the sale occurs before Tuesday, May 14, 2019, 12:00 am CEST, the Company will invalidate or modify any vote cast remotely, proxy, admission card, or attendance

certificate, as the case may be. In such cases, the authorised intermediary holding the account will inform the Company or its registrar of the sale and transmit the necessary information.

No sale or any other action taken or carried out after Tuesday, May 14, 2019, 12:00 am CEST, by whatever means used, will be recorded by the authorised intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary.

6 Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

How to participate in the Shareholders' Meeting? 2

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

3. How to submit written questions and find information

3.1. Submitting written questions

In accordance with Article R.225-84 of the French Commercial Code, any shareholder may submit written questions following the publication of the preliminary notice of meeting in the Bulletin des annonces légales obligatoires (BALO)(1). These questions must be sent to the Chairman of the Board of Directors, at the registered office of the Company either by registered letter with return receipt requested or by e-mail to the following address: [e-mail], at the latest four business days prior to the date of the Shareholders' Meeting (Friday, May 10, 2019). They must be accompanied by an attendance certificate in the case of bearer shareholders.

3.2. Finding information

Let us reduce CO2 emissions by printing less!

ƒƒ Legal requirements give registered shareholders the option of receiving their notice of meeting and/or documents for

the Shareholders' Meeting by e-mail(e-notice). To select this option, they simply need to connect to the Sharinbox website, www.sharinbox.societegenerale.com(registered asset management website) and tick the box "e-notices for general meetings" in the menu "My e-Services" under "My Account".

ƒƒ Registrations made until thursday April 11, 2019, included, are valid for this year Shareholder's meeting. As from friday April 12, 2019, they will be valid for future shareholder's meetings.

ƒƒ All documents that must be made available to shareholders in connection with the shareholders' meetings will be available at the registered office of the Company, and, for the documents specified in Article R.225-73-1 of the French Commercial Code, on the Company's website at the following address: www.essilorluxottica.comnot less than 21 days before the Meeting (that is, on Thursday, April 25, 2019).

ƒƒ Shareholders who still wish to receive the documents for this Shareholders' Meeting by post, need to return the form "Request for documents and information", available on page 39.

4. Notice, prior to the Meeting, of participating linked to temporary ownership of shares (securities lending)

Under law, any legal entity or individual (with the exception of those described in paragraph 3-IV of Article L.233-7 of the French Commercial Code) holding alone or together a number of shares representing more than 0.5% of the Company's voting rights pursuant to one or several temporary transfers or similar arrangements as described by Article L.225-126 of the French Commercial Code is required to inform the Company and the French Financial Markets Authority (AMF) of the number of shares temporarily held by no later than midnight CEST on the second business day preceding the Shareholders' Meeting (on Tuesday, May 14, 2019 at 12:00 am CEST).

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

Failing such declaration, any shares bought under any of the above described temporary transfer arrangements will be deprived of their voting rights at the relevant Shareholders' Meeting and at any subsequent Shareholders' Meeting that may be held until the shares are transferred again or returned.

The e-mail must include the following information:

ƒƒ name or company name and contact person (name, position, phone number, e-mail address);

ƒƒ identity of the transferor (name or company name); ƒƒ nature of the arrangement;

ƒƒ number of shares transferred under the arrangement; ƒƒ ISIN code of the shares listed on Euronext Paris;

ƒƒ date and maturity date of the arrangement; ƒƒ voting agreement (if any).

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

1. Publication of the preliminary notice of meeting in the Bulletin des annonces légales obligatoires (BALO) on March 29, 2019 (available on the website www.essilorluxottica.com).

Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

7

3	HOW TO FILL IN
	THE VOTING FORM?

Step 1

Request an admission		Vote on the		Give your		Give your proxy to
OR	OR	proxy to the	OR	an individual or entity
card to attend	resolutions by
Chairman of	of your choice by indicating
the Meeting.	correspondence.
		the Meeting(1).		their name and address.

A

Direction Générale, 1-6 Rue Paul Cézanne - 75008 Paris

S.A au capital de 78 486 559,56 € 147, rue de Paris

94220 Charenton-le-Pont

712 049 618 RCS CRÉTEIL

ASSEMBLÉE GÉNÉRALE MIXTE

du 16 mai 2019 à 10h30

à la Maison de la Mutualité - 24 rue Saint-Victor - 75005 Paris

COMBINED GENERAL MEETING

convened on May 16, 2019 at 10:30 a.m.

at Maison de la Mutualité - 24 rue Saint-Victor - 75005 Paris

B1B2

B3

1 2 3 4 5 6 7 8 9

AF

10 11 12 13 14 15 16 17 18

BG

19 20 21 22 23 24 25 26 27

CH

28 29 30 31 32 33 34 35 36

DJ

37 38 39 40 41 42 43 44 45

EK

13 mai 2019 / May 13rd, 2019

Step 2

Step 3

Date and sign regardless of your choices.

Return your form duly filled in and signed:

ƒƒ if you are a registered shareholder: to Société Générale before Monday, May 13, 2019 (deadline for receipt), using the attached postage-paid return envelope;

ƒƒ 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

Monday, May 13, 2019 (deadline for receipt).

1. The Chairman of the Meeting will vote in favour of the adoption of the proposed resolutions presented or agreed to by the Board of Directors and a vote against the adoption of any other proposed resolutions.

8 Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica