EssilorLuxottica : Presentazione dell'Assemblea degli Azionisti - solo in inglese

AGENDA

COMPETENCY FOR THE ORDINARY GENERAL 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
6. Appointment of Mr. Patrice MOROT as Substitute Statutory Auditor of PriceWaterhouseCoopers Audit
7. Appointment of Mr. Gilles MAGNAN as Substitute Statutory Auditor of Mazars

AGENDA

COMPETENCY FOR THE ORDINARY GENERAL MEETING

1. Agreements falling within the scope of Article L.225-38 of the French Commercial Code
2. 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
3. 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
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. Leonardo DEL VECCHIO, Executive Chairman since October 1, 2018
5. 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
6. 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
7. Approval of the compensation policy applicable to Executive Corporate Officers

AGENDA

COMPETENCY FOR THE EXTRAORDINARY GENERAL 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

AGENDA

COMPETENCY FOR THE ORDINARY GENERAL MEETING

Resolutions A and B added by the concerned shareholders

Resolution A: Appointment of Wendy Evrard Lane as a Director

Resolution B: Appointment of Jesper Brandgaard as a Director

Continuation of the resolutions included in the agenda as requested by shareholders

18. Powers to carry out formalities

2018 ESSILORLUXOTTICA RESULTS:

SOLID GROWTH, SOUND PROFITABILITY

AND CASH FLOW

Hilary HALPER & Stefano GRASSI

ROBUST FINANCIALS

PRO FORMA REVENUE EX. CURRENCY GROWTH

ADJ. PRO FORMA

OPERATING PROFIT

COMBINED NET DEBT/ADJ. EBITDA

PROPOSED DIVIDEND

FY 2018

+3.2%

15.9% of Revenue

~ 0.6x

€2.04 per share

PRO FORMA REVENUE UP 3.2% AT CONSTANT CURRENCY

		€ millions	FY 2018	FY 2017	Change at	Currency	Change
		constant currency	effect	(reported)
		North America	8,400	8,556	+2.6%	-4.4%	-1.8%
		Europe	4,040	4,063	+1.3%	-1.9%	-0.6%
		Asia, Oceania and	2,691	2,638	+6.6%	-4.6%	+2.0%
		Africa
		Latin America	1,028	1,092	+6.5%	-12.4%	-5.9%
		TOTAL	16,160	16,349	+3.2%	-4.4%	-1.2%

PRO FORMA ADJ. INCOME STATEMENT

		€ millions	2017 pro forma	2018 pro forma	Change	Change at
		adjusted	adjusted	constant forex
		Revenue	16,349	16,160	-1.2%	+3.2%
		Gross profit	10,314	10,172
		In % of Revenue	63.1%	62.9%
		Total operating expenses	(7,611)	(7,600)
		OPERATING PROFIT	2,703	2,572	-4.8%	+1.2%
		In % of Revenue	16.5%	15.9%
		Cost of net debt	(108)	(95)
		PROFIT BEFORE TAXES	2,582	2,466
		Income taxes	678	595
		NET PROFIT	1,904	1871	-1.7%
		In % of Revenue	11.6%	11.6%

KEEPING STRONG FINANCIAL FLEXIBILITY

FAST DELEVERAGING IN 2018

NET DEBT (M€)

2,500

2,000

1,500

1,000

500

0

2017*2018

SUCCESSFUL DELISTING OF LUXOTTICA

EssilorLuxottica ownership in Luxottica:

• After the Contribution: 63.7%
• After the Initial offer in shares: 93.3%
• After the Sell-out period: 97.5%
• After the Squeeze-out period: 100%
• Delisting from the Milan Stock Exchange on March 5

MTO cash consideration: €641m

Delfin stake in EssilorLuxottica: c.32%

* Sum of Essilor net debt and Luxottica net debt as of December 31, 2017, respectively €1,661 million and €740 million