EssilorLuxottica : RECOMMENDED MANDATORY PUBLIC CASH OFFER

The Offer expires at 17:40 hours, Amsterdam time, on 3 December 2021, unless extended

OFFER MEMORANDUM

Dated 7 October 2021

RECOMMENDED MANDATORY PUBLIC CASH OFFER

by

ESSILORLUXOTTICA S.A.

• French public company with limited liability (société anonyme) incorporated under the laws of France

FOR ALL THE ISSUED AND OUTSTANDING ORDINARY SHARES WITH A NOMINAL VALUE OF

EUR 0.02 EACH,

IN THE CAPITAL OF

GRANDVISION N.V.

a Dutch public company with limited liability (naamloze vennootschap)

incorporated under the laws of the Netherlands

This offer memorandum (the "Offer Memorandum") contains the details of the recommended cash offer by EssilorLuxottica S.A. (the "Offeror") to all holders of the issued and outstanding ordinary shares in the capital of GrandVision N.V. ("GrandVision") (the "Shares", holders of such Shares being referred to as "Shareholders") to purchase for cash the Shares held by them, on the terms and subject to the restrictions contained in this Offer Memorandum (the "Offer"). Capitalised terms used in this Offer Memorandum have the meaning set out in Section 3 (Definitions) or elsewhere in this Offer Memorandum. Pursuant to Article 1:1 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the "Wft") the Offeror is qualified as an offeror in respect of this Offer.

For each Share validly tendered under the terms and subject to the restrictions contained in this Offer Memorandum (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) to the Offeror, the Offeror offers the Offer Price of EUR 28.42 in cash, which includes any dividend or other distribution on the Shares with a record date for entitlement on or prior to the Settlement Date and, consequently, the consideration per Share payable under the Offer will be

decreased by the full amount of such declaration of dividend, payment of such previously declared dividend or other distribution, if any, (before any applicable withholding tax) on or prior to the Settlement Date (the "Offer Price"). See Section 4 (Invitation to the Shareholders).

The management board (raad van bestuur) of GrandVision (the "Management Board") and supervisory board (raad van commissarissen) of GrandVision (the "Supervisory Board") unanimously support and recommend the Offer to the Shareholders for acceptance. See Section 5.6 (Decision making and Recommendation by the Boards).

At the date of this Offer Memorandum, the Offeror holds an aggregate amount of 220,537,421 Shares, representing approximately 86.67% of the issued share capital of GrandVision and approximately 86.72% of the Shares.

The acceptance period under the Offer begins at 9:00 hours, Amsterdam time, on 8 October 2021 and ends at 17:40 hours, Amsterdam time, on 3 December 2021 (the "Acceptance Closing Date"), unless extended in accordance with the terms of the Offer Memorandum and Article 15 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") (the "Acceptance Period"). Acceptance under the Offer must be made in the manner specified in this Offer Memorandum. Shares tendered on or prior to the Acceptance Closing Date may not be withdrawn, subject to the right of withdrawal of any tender during an extension of the Acceptance Period in accordance with the provisions of Article 15, paragraph 3 of the Decree. The Offeror reserves the right to extend the Acceptance Period once, for a minimum of two weeks and up to a maximum of ten weeks. If the Acceptance Period is extended, the Offeror will make an announcement to that effect no later than on the third Business Day following the Acceptance Closing Date in accordance with the provisions of Article 15, paragraph 2 of the Decree. During the Acceptance Period, the Offeror has the right pursuant to Article 15, paragraph 4 of the Decree to increase the Offer Price. Pursuant to Article 15, paragraph 9 of the Decree, the Acceptance Period must be open for at least seven Business Days following an increase of the Offer Price. Should the Acceptance Period be open for a shorter period, it will by virtue of law be extended to seven Business Days. During such extended Acceptance Period, the Offeror is not allowed to further increase the Offer Price. Shares tendered prior to such extension of the Acceptance Period may be withdrawn during the extended Acceptance Period in accordance with Article 15, paragraph 3 and Article 15a, paragraph 3 of the Decree. However, during any such extension of the Acceptance Period, any Shares previously tendered and not withdrawn will remain subject to the Offer. See Section 4 (Invitation to the Shareholders).

Unless the Acceptance Period is extended, the Offeror will, in accordance with Article 16 of the Decree, announce within three Business Days following the Acceptance Closing Date (the "Acceptance Date"), the aggregate value, the number and the corresponding percentage of Shares tendered to the Offeror prior to or on the Acceptance Closing Date and the number of Shares to be owned by the Offeror as of the Settlement Date.

Shareholders tendering their Shares for acceptance pursuant to the Offer will receive no later than on the fifth Business Day following the Acceptance Date (the "Settlement Date") the Offer Price, in respect of each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the restrictions of the Offer. See Section 4 (Invitation to the Shareholders).

Announcements referred to in the paragraphs above will be made by press release. See Section 4.12 (Announcements).

This Offer Memorandum has been prepared in accordance with Article 5:76 of the Wft in conjunction with Article 8, paragraph 1 of the Decree and has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM").

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PART I

1. RESTRICTIONS AND IMPORTANT INFORMATION

1.1. Restrictions

1.1.1. General

The Offer is made with due observance of such statements, terms and restrictions as are included in the Offer Memorandum. The Offeror reserves the right to accept any tender under the Offer, which is made by or on behalf of a Shareholder, even if it has not been effected in the manner set out in this Offer Memorandum. The Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of any Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of this Offer Memorandum. However, acceptances of the Offer by Shareholders not residing in the Netherlands will be accepted by the Offeror if such acceptances comply with (i) the acceptance procedure set out in this Offer Memorandum and (ii) the applicable laws and regulations of the jurisdiction from which such acceptance has been made. Persons obtaining the Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals or consents. The Offeror nor any of its Affiliates, managing or supervisory board members, employees, nor its advisers accepts any liability for any violation by any person of any such restriction. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to forward this Offer Memorandum or any related document to any jurisdiction outside the Netherlands should carefully read this Section 1 (Restrictions and important information) before taking any action. The distribution of this Offer Memorandum in jurisdictions other than the Netherlands may be restricted by law and therefore persons into whose possession this Offer Memorandum comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the laws of any such jurisdiction.

1.1.2. United States of America

The Offer is being made in the Netherlands, as the Shares are listed on the Euronext Amsterdam, and is subject to the disclosure and procedural requirements of Dutch law.

The Offer is also being made in the U.S. pursuant in reliance on the "Tier I" exemption pursuant to Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934 (the "Exchange Act"), and, therefore, the Offeror is not required to comply with Regulation 14E thereunder.

U.S. investors should note that the disclosure and procedural requirements applicable to the Offer differ significantly from those that would apply to a U.S. tender offer.

To the extent permissible under the applicable law, in accordance with normal practice in the Netherlands and pursuant to Rule 14e-5(b)(10) under the Exchange Act, the Offeror and its respective controlling companies, subsidiaries or associates or their financial intermediaries and advisors may purchase, or arrange to have purchased, following the communication of the Offer and the date of this Offer Memorandum, also outside of the Offer, directly or indirectly, Shares of GrandVision. Information on such purchases will be published in accordance with the Dutch rules and procedures or other reasonably suitable means for informing U.S. Shareholders.

In addition, the financial advisors of the Offeror might perform ordinary trading in GrandVision's securities which could include purchases of such securities.

Neither the U.S. Securities Exchange Commission nor any other state regulatory authority in the U.S. has approved or disapproved this Offer, nor will it comment on the adequacy or completeness of the Offer Document or any other document relating to the Offer. Any statement to the contrary is a criminal offence in the U.S.

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1.2. Important information

1.2.1. Introduction

This Offer Memorandum contains important information that should be read carefully before any decision is made to tender Shares in connection with the Offer. Shareholders are advised to seek independent advice where appropriate to reach a balanced judgment in respect of the contents of the Offer Memorandum and the Offer itself. In addition, Shareholders are advised to consult their own tax advisers regarding the tax consequences of tendering their Shares in connection with the Offer.

1.2.2. Responsibility for information

The information and declarations included on the cover page and page 2, and in Section 1.1 (Restrictions), Section 1.2 (Important information), except for this Section 1.2.2 (Responsibility for information), Section 1.2.6 (Presentation of financial information), Section 1.2.8 (Financial advisers) and Section 1.2.9 (Availability of information), Sections 2 (Table of contents) through 5 (Explanation and background of the Offer), except for Sections 5.6 (Decision making and Recommendation by the Boards) through 5.8 (Shareholdings of the members of the Boards), Section 5.10 (Respective cross- shareholdings) and Section 5.15 (Dutch Corporate Governance Code), Section 7 (Information regarding the Offeror), Sections 9 (Certain material Dutch tax consequences) through 11 (Dutch summary), except for Section 11.11 (Besluitvorming en Aanbeveling van het Bestuur en de Raad van Commissarissen van GrandVision) and Section 11.12 (Samenstelling van het Bestuur en de Raad van Commissarissen), and Section 13 (Press releases) have been solely provided by the Offeror.

The information and declarations included in Section 1.2.6 (Presentation of financial information), Section 1.2.9 (Availability of information), Section 5.6 (Decision making and Recommendation by the Boards) through Section 5.8 (Shareholdings of the members of the Boards), Section 6 (Information regarding GrandVision), Section 11.11 (Besluitvorming en Aanbeveling van het Bestuur en de Raad van Commissarissen van GrandVision), and Section 11.12 (Samenstelling van het Bestuur en de Raad van Commissarissen) and Section 14 (Financial information) have been solely provided by GrandVision.

The information and declarations included in this Section 1.2.2 (Responsibility for information), Section

1.2.8 (Financial advisers), Section 5.10 (Respective cross-shareholdings),Section 5.15 (Dutch Corporate Governance Code), Section 8 (Further declarations pursuant to the Decree) and Section 12 (Advisers and Exchange Agent) have been provided by the Offeror and GrandVision jointly.

The Offeror and GrandVision are exclusively responsible for the accuracy and completeness of the information provided in this Offer Memorandum, each severally with respect to the information it has solely provided, and jointly with respect to the information they have provided jointly. The Offeror and GrandVision confirm, that, to the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this Offer Memorandum is in accordance with the facts and contains no omission likely to affect its import. Please be aware that certain financial and statistical information in this Offer Memorandum may have been rounded up or down to the nearest whole number or the nearest decimal and should therefore not be regarded as exact.

No person other than the Offeror and GrandVision, and without prejudice to the independent auditor's reports issued by PricewaterhouseCoopers Accountants N.V. ("PwC") included in this Offer Memorandum, the Fairness Opinion rendered by ING Bank N.V. and the fairness opinion rendered by BNP Paribas S.A. to the Offeror, is authorised to provide any information or to make any statements on behalf of the Offeror or GrandVision in connection with the Offer or the information contained in the Offer Memorandum. If any such information or statement is provided or made by parties other than the Offeror or GrandVision, such information or statements should not be relied upon as having been provided by or made by or on behalf of the Offeror or GrandVision.

1.2.3. Accuracy and date of information

The information included in this Offer Memorandum reflects the situation as at the date of this Offer

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Memorandum unless specified otherwise. Neither the issue nor the distribution of this Offer Memorandum shall under any circumstances imply that the information contained herein is accurate and complete as of any time subsequent to this date or that there has been no change in the information set out in this Offer Memorandum or in the affairs of the Offeror or GrandVision since the date of this Offer Memorandum. The foregoing does not affect the obligation of the Offeror to make a public announcement pursuant to Article 4, paragraph 1 and paragraph 3 of the Decree, if applicable.

1.2.4. Governing law

This Offer Memorandum and the Offer are, and any tender, purchase, acceptance or delivery (levering) of Shares will be, governed by and construed in accordance with the laws of the Netherlands. The District Court of Amsterdam (rechtbank Amsterdam) and its appellate courts have exclusive jurisdiction to settle any disputes which might arise out of or in connection with this Offer Memorandum, the Offer and/or any tender, purchase, acceptance or delivery (levering) of Shares. Accordingly, any legal action or proceedings arising out of or in connection with the Offer Memorandum, the Offer and/or any tender, purchase, acceptance or delivery (levering) of Shares must be brought exclusively before such courts.

1.2.5. Language

The Offer Memorandum is only available in the English language and a brief Dutch language summary of this Offer Memorandum is included as Section 11 (Dutch summary). In the event of any differences, whether or not in interpretation, between the English text of the Offer Memorandum and the Dutch summary thereof in this Offer Memorandum, the English text of the Offer Memorandum shall prevail.

1.2.6. Presentation of financial information

The selected consolidated financial information of GrandVision is that of GrandVision and its consolidated subsidiaries. The selected consolidated financial information should be read in conjunction with the consolidated financial statements of GrandVision for the financial year 2018, the financial year 2019 and the financial year 2020, including the notes thereto. The selected consolidated financial information of GrandVision is extracted from GrandVision's consolidated financial statements (that were included in the annual reports of GrandVision), which have been audited by PwC. GrandVision's annual reports for the financial year 2018, 2019 and 2020 can be found on its website. The annual report for the financial year 2020 can also be found in Section 14.5 (Financial statements of GrandVision for 2020). GrandVision's financial statements from which the selected consolidated financial information has been derived were prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission.

The interim financial information of GrandVision for the first six (6) months of the financial year 2021 included in this Offer Memorandum is derived from the unaudited condensed consolidated interim financial statements of GrandVision for the six (6) month period that ended on 30 June 2021. The unaudited condensed consolidated interim financial statements of GrandVision were subject to review by PwC, which issued a review report on 13 August 2021. The unaudited condensed consolidated interim financial statements of GrandVision and the associated review report are included in Section

14.4 (Interim financial information regarding the half-year report 2021 including auditor's review report) of this Offer Memorandum and should be read in conjunction with the notes thereto.

1.2.7. Forward-looking statements

This Offer Memorandum includes "forward-looking statements" including statements about the expected timing and completion of the Offer. Forward-looking statements involve known or unknown risk and uncertainty because these statements relate to events and depend on circumstances that occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. Although the Offeror believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements. Any such forward-looking statements must be considered together with the fact that actual events or results

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