EssilorLuxottica : Documento di Registrazione Universale 2021. Il contenuto è disponibile solo in inglese

Universal

Registration

Document

2021

Contents

1	Presentation		4
of EssilorLuxottica	7
	1.1	EssilorLuxottica Group Profile	8
	1.2	History	16
	1.3	The eyecare and eyewear industry	19
	1.4	Meeting global demand for eyecare
		and eyewear	20
	1.5	Simplified organizational chart	48
	1.6	Risk factors			49
	AFR

1.7 Main characteristics of the risk management and internal control systems implemented

by the Company for the preparation and processing of accounting

			and financial information	AFR		75
2		EssilorLuxottica		5
	in 2021	AFR		79
	2.1	Significant events of the year	81
	2.2	Consolidated revenue	85
	2.3	Statement of profit or loss and
			Alternative Performance Measures	91

2.4 Statement of financial position, net debt, cash flows and other non-GAAP

			measures	98
	2.5	Acquisitions and partnerships	101
	2.6	Investments made in 2021
			and planned for 2022	101
	2.7	Subsequent events	102
	2.8	Recent trends and outlook	103
3		Report on Corporate
	Governance	105	6
	3.1	Information on Corporate
			Governance				108
			AFR
	3.2	Special procedures for shareholder
			participation in Shareholders'
			Meetings			127
			AFR
	3.3	Compensation of corporate officers*	131

3.4 Appendix: Summary table of recommendations

of the AFEP-MEDEF Code that have

	not been applied	171
3.5	Appendix: List of offices		7
	and responsibilities	173
3.6	Statutory Auditors' report on
	related-party agreements	189

Financial
statements	191
4.1	Consolidated Financial Statements			193
AFR
4.2	Statutory Auditors' report on the
	consolidated financial statements			265
	AFR
4.3	Unaudited Pro Forma Consolidated
	Financial Information	269
4.4	Statutory Auditors' report on the
	pro forma financial information	275
4.5	Financial statements
	of EssilorLuxottica	AFR						276
4.6	Other information related to the
	financial statements of EssilorLuxottica	297
4.7	Statutory Auditors' report
	on the financial statements	AFR		299
Social, environmental
and societal information			305
AFR
5.1	EssilorLuxottica's approach
	to Sustainable Development	306

5.2 Eyes on the Planet, EssilorLuxottica's sustainability

	program	316
5.3	Next steps for EssilorLuxottica's
	sustainability program	344
5.4	Methodology note and
	correspondence tables	345

5.5 Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated non-financial

	information statement	348
Information about the Company,
its share capital and stock ownership	353
6.1	The Company	355
6.2	Share capital									358
AFR
6.3	Shareholding							362
AFR
6.4	Employee shareholding			364
AFR
6.5	Dividend distribution	370
6.6	Key stock market data	371
6.7	Historical data	373
Additional information on the
Universal Registration Document	385
7.1	Person responsible			387
AFR
7.2	Statutory Auditors	388
7.3	Publicly available documents	388
7.4	Cross-reference tables	389

The Universal Registration Documents, Registration Documents and releases cited as well as this Universal Registration Document are available at: www.essilorluxottica.com @ Investors / Pubblications and Downloads

• Includes the Report on the compensation policy of Executive Corporate Officers subject to the approval of shareholders at the Shareholders' Meeting on May 25, 2022.

The information from the Annual Financial Report (AFR) is clearly identified in the table of contents by the symbol AFR

2021 Universal

Registration

Document

Including

the Annual Financial

Report

This document is a non-certified translation into English of the Universal Registration Document (including the Annual Financial Report) issued in French, prepared in ESEF format (European Single Electronic Format) and filed on March 25, 2022 with the Autorité des Marchés Financiers (AMF), as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to article 9 of said Regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or the admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129.

2021

Message from the Chairman

Leonardo Del Vecchio

Chairman

Dear Shareholders,

Welcome to a new era in our Company's history. While the past few years have been difficult, the dream of creating EssilorLuxottica gave us all something to work towards to, together. The extraordinary transformation of our Company is an impressive story spanning five years and is unlike anything the industry has ever seen.

In January 2017, we shared our vision to combine a global leader in iconic branded frames with a global leader in ophthalmic lenses. Our combination journey was not an overnight shift. We needed to reshape and simplify the new company in order to meet the growing needs of the industry. We appointed talented managers in key roles, we became more agile and more efficient by centralizing the organization, and, we fast-tracked decisions so as not to miss any opportunities.

From there, we achieved a new milestone, welcoming GrandVision into our family this year. Three leaders who share a commitment to bringing the best eyewear and eyecare to people everywhere now make up one single champion. Today, we are ready to fulfill our promise to grow the industry by creating new categories and entering new markets.

• 2021 Universal Registration Document EssilorLuxottica

From reimagining smart glasses to confronting myopia in innovative ways, we will create value for all our stakeholders and we will do it in a sustainable way.

Whether you have been with us from the very beginning or became a shareholder more recently, you have witnessed what EssilorLuxottica is capable of. Even in the face of a challenging 2021, we performed remarkably well without compromising our investment plans or our strategy.

I would like to thank our Board of Directors and our steadfast leadership, helmed by CEO Francesco Milleri and Deputy CEO Paul du Saillant, who have been instrumental in leading the way. They, along with our senior managers around the world, took great care of our people, while never losing sight of what makes our Company one-of-a-kind. Our customers and partners can be proud to work with these leaders and with all of our passionate employees.

2022 will be another trailblazing year. We have achieved great things and have many wins to celebrate, but there is always another mountain to climb. However, at EssilorLuxottica, we remain bold and purposeful, the only way to be on this journey.

Thank you for your ongoing support.

2021 Universal Registration Document EssilorLuxottica

3

Message from the Chief Executive Officer and Deputy Chief Executive Officer

Francesco Milleri	Paul du Saillant
Chief Executive Officer	Deputy Chief Executive Officer

Dear Shareholders,

We are extremely proud to report another extraordinary year as EssilorLuxottica. Our 2021 success story is all the more inspiring, given the environment which we achieved it in. Despite unprecedented health and business conditions, we took a decisive turn in our recovery and showed the industry once again the unique sense of resilience and determination of our 180,000 talented and diverse employees, which was reflected in every corner of our business. We are extremely appreciative of their efforts of pulling through together, especially during these trying times. Most recently, thousands of our employees expressed solidarity with their colleagues and communities who were impacted by the crisis in Ukraine. As a socially responsible leader, EssilorLuxottica promptly responded to the call for help, providing on the ground support and raising funds, with the Group pledging to match all employee contributions for maximum impact.

2021 has been a crucial year for EssilorLuxottica as we made significant steps toward building one united organization by appointing strong leaders in key

business segments worldwide, and completing major transformational projects that will set us up for a bright future. We also completed the acquisition of GrandVision, welcoming 39,000 new colleagues into our family. Today, we are closer than ever to achieving our Chairman's lifelong dream of integrating three specialized industry champions to set the foundation for the global eyecare and eyewear leader of the future.

Product innovation, a cornerstone of our strategy to pursue long-term value and growth, made headlines this year. Ray-Ban Stories, the next generation of smart glasses in partnership with Meta (formerly Facebook), created an entirely new category, and Stellest lens, rolled out to France and Italy in 2021, stood out as an excellent response to slowing down myopia progression in children. From innovative and sustainable materials to breakthrough products that will improve millions of lives, EssilorLuxottica did not pause in 2021. Even when the world itself seemed to stop, we kept going for our people, our customers and for an industry that counts on us to push vision care forward.

• 2021 Universal Registration Document EssilorLuxottica

The Group's omnichannel and open business model, our proximity to customers, and our robust supply chain, also contributed to our strong performance. We entered 2022 as a radically transformed Group, through acquisitions and bold investment choices, but also as swift decision-makers and fearless entrepreneurs. We are now a "network company" offering a global platform of products, brands, services and digital solutions supported by worldwide integrated frames and lens manufacturing, as well as logistics and prescription laboratories for the entire industry. At the same time, to truly unlock the industry's full potential, we believe in partnering with other players, particularly those who share our passion for raising the quality of vision care products and service and delivering sight to those without access.

Notable highlights of this past year include the launch of Leonardo, which completely reimagined how we learn and train. It is a one-of-a-kind open learning platform to support the industry - including our employees, customers and partners - with best-in-class content available 24/7 on any device. For the first time, we showed up as one EssilorLuxottica at global trade events including Vision Expo in the US, Silmo in France and CIIE in China, to show the true value of our combined company to partners and clients. We introduced the world to our strategic sustainability program, "Eyes on the Planet", with commitment toward carbon neutrality, circularity, world sight, inclusion and ethics. It outlines our ambition to achieve carbon neutrality for direct operations by 2025, starting in Europe by 2023. We're pleased to share that we have already reached carbon neutrality in our direct operations in both France and Italy, our two historic home countries.

Guided by our inspiring Mission to help people "see more and be more", we continued our commitment to eliminate uncorrected poor vision worldwide. From providing vision care to millions in need through community-based sustainable models to collaborating with the world's most impactful philanthropies, EssilorLuxottica is tireless in realizing its vision for universal access. We're particularly proud of our inclusive business 2.5 New Vision Generation, which helps unemployed young people from rural communities become self-employed primary vision care technicians through training, small grants and ongoing business support. This initiative has created over 19,000 livelihoods in rural communities meaning these men and women are able to support their families by providing primary vision care services. As such it is the world's largest rural optical network. In 2022, to maximize our social impact, we will introduce a unified global vision care organization to gather our philanthropic and advocacy entities with a network of chapters in key countries and regions.

We know that there will always be uncertainties ahead as the world continues to test us all. However at EssilorLuxottica, we can look at 2022, and beyond, with great confidence.

We will continue to drive the industry's transformation, to deliver innovative products and solutions to every market and to live boldly at the intersection of technology and craftsmanship. All the while, we will continue upholding our values and standards that make us a great place to work and a great company to do business with.

So thank you for being on this journey with us and we look forward to celebrating more achievements with you.

2021 Universal Registration Document EssilorLuxottica

5

1

• 2021 Universal Registration Document EssilorLuxottica

Chapter 1	Presentation of EssilorLuxottica 1

Presentation of EssilorLuxottica

1.1

EssilorLuxottica Group Profile

8

1.1.1 A rich portfolio of complementary

	eyecare and eyewear brands	10
1.1.2	Mission and Sustainability	14
1.2	History	16
1.3	The eyecare and eyewear	19
	industry
1.4	Meeting global demand	20
	for eyecare and eyewear
1.4.1	Group strategy	20
1.4.2	Innovation and design	21
1.4.3	Operations	27
1.4.4	Distribution	32
1.4.5	Product brand portfolio	32
1.4.6	Go-to-market	38

1.5	Simplified organizational chart	48
1.6	Risk factors	49
1.6.1	Introduction	49
1.6.2	Risk factors summary	49
1.7	Main characteristics of the risk	75

management and internal control systems implemented by the Company

for the preparation and processing of accounting and financial information

1.7.1 The Company risk management

process

75

1.7.2 The Company's internal control

	objectives	75
1.7.3	Organization of internal controls	75
1.7.4	Internal Audit department	77

2021 Universal Registration Document EssilorLuxottica

7

• Presentation of EssilorLuxottica
  EssilorLuxottica Group Profile
  1.1 EssilorLuxottica Group Profile

EssilorLuxottica is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. Formed in 2018, its Mission is to help people around the world "see more and be more" by addressing their vision needs and style aspirations while creating value for its employees and communities.

The Company brings together the complementary expertise of two industry pioneers, one in advanced lens technology and the other in the craftsmanship of iconic eyewear, to create a vertically integrated business that is uniquely positioned to address the world's evolving vision needs. The innovation, design and quality of EssilorLuxottica's products and its strong, well-balanced brand portfolio allow the Company to respond to the global demand of a growing industry.

Proprietary eyewear brands include Ray-Ban, the most loved eyewear brand in the world, Oakley, one of the leading sport performance brands globally, Persol, Oliver Peoples, Vogue Eyewear, Arnette, Alain Mikli, Costa, Bolon and Foster Grant. Licensed eyewear brands include Giorgio Armani, Bulgari, Burberry, Chanel, Coach, Dolce&Gabbana, Ferrari, Michael Kors, Miu Miu, Prada, Ralph Lauren, Starck Biotech Paris, Tiffany

• Co., Tory Burch, Valentino and Versace for eyewear. The Group's portfolio also includes a range of innovative lens technologies, including Varilux, the number-one progressive lens brand recommended by eye care professionals(1), Transitions, the photochromic brand worn by more than 70 million people worldwide, Crizal, Eyezen, Xperio and most recently Stellest.

Key figures

Revenue pro forma*	Employees	Countries
€21.5 bn	Over 180,000	Over 150

Patents and designs	Major brands	Stores
Over 11,000	Over 150	Approximately 18,000

Employee shareholders

Leonardo training hours

Mass production facilities

Approximately 67,000

Nearly 1 million

53 between lenses (39)

in 85 countries

and frames (14)

Prescription laboratories and	Worldwide frame production	Worldwide lens production
edging-mounting facilities	100 million prescription glasses	565 million
564 between Industrial (78)	and sunglasses frames	prescription lenses
and Proximity Labs (486)		and 66 million pairs of
		non-prescription sun lenses

• Pro forma information as presented in the Unaudited Pro Forma Consolidated Financial Information (see Section 4.3 of this Universal Registration Document). This information has been prepared for illustrative purpose only, as if the acquisition of GrandVision had occurred on January 1, 2021.

1. Survey conducted by CSA among a representative sample of 1,041 independent ECPs in 10 countries, including France, Spain, Germany, Italy, UK, US, Canada, Brazil, India and China (February-April 2018).

• 2021 Universal Registration Document EssilorLuxottica