EssilorLuxottica : Statutory Auditors’ report on the increase in capital reserved for the members of a Company Share Savings Plan (PEE) (18th resolution)

61, rue Henri Regnault	63, rue de Villiers
92400 Courbevoie	92208 Neuilly-sur-Seine
France	France
Tél : [phone]	Tél : [phone]
www.mazars.fr	www.pwc.fr

ESSILORLUXOTTICA

Statutory Auditors' report on the increase in capital reserved for the members of a Company Share Savings Plan (PEE)

Combined Shareholders' Meeting of May 21, 2021 - 18th resolution

Mazars

Société Anonyme d'Expertise Comptable et de Commissariat aux Comptes à Directoire et Conseil de Surveillance

61, rue Henri Regnault - 92400 Courbevoie

Capital social de 8 320 000 euros - RCS Nanterre N° 784 824 15

PricewaterhouseCoopers Audit Société par actions simplifiée

63 Rue de Villiers - 92208 Neuilly-sur-Seine

Capital social de 2 510 460 euros - RCS Nanterre N° 672 006 483

ESSILORLUXOTTICA

Société Anonyme

712 049 618 R.C.S. Créteil

Statutory Auditors' report on the increase in capital reserved for the members of a Company Share Savings Plan (PEE)

Combined Shareholders' Meeting of May 21, 2021 - 18th resolution

This is a free translation into English of the statutory auditors' report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Annual General Meeting of EssilorLuxottica,

In our capacity as Statutory Auditors of EssilorLuxottica, and in compliance with Articles L.225-135et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposed delegation of authority to the Board of Directors to decide an increase in capital without preferential subscription rights reserved for employees, eligible corporate officers and former employees, who are members of a Company Share Savings Plan (PEE) of EssilorLuxottica or any companies related to it within the meaning of Article L.225-180 of the French Commercial Code, by issuing shares (without preferential subscription rights) up to a limit of 0.5% of the capital of EssilorLuxottica as at the date of issue, which is submitted to you for approval.

This increase in capital is submitted for shareholder approval in accordance with the provisions of Article L.225-129-6 of the French Commercial Code and Articles L.3332-18 et seq. of the French Labour Code (Code du travail).

On the basis of its report, the Board of Directors proposes that the shareholders delegate to it, for a 26- month period from the date of this Meeting, the authority to decide an increase in capital and to cancel their preferential subscription rights in respect of the ordinary shares to be issued. The Board of Directors would be responsible for setting the final terms and conditions of this operation.

It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R.225- 113 and R.225-114 of the French Commercial Code. It is our responsibility to express an opinion on the fairness of the information taken from the financial statements, on the proposed cancellation of preferential subscription rights and on other information relating to this issue, presented in this report.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying the information contained in the Board of Directors' report pertaining to this operation and the methods used to set the issue price of the shares.

Statutory Auditors' report on the increase in capital reserved for the members of a Company Share Savings Plan (PEE)	2
Combined Shareholders' Meeting of 21 May 2021 - 18th resolution

Subject to a subsequent examination of the terms and conditions of the proposed increase in capital, we have no matters to report as regards the methods used to set the issue price of the ordinary shares to be issued given in the Board of Directors' report.

Since the final terms and conditions under which the increase in capital would be carried out have not been set, we do not express an opinion on those or, consequently, on the proposed cancellation of shareholders' preferential subscription rights.

In accordance with Article R.225-116 of the French Commercial Code, we will prepare an additional report if and when the Board of Directors uses this delegation of authority.

Paris-La Défense and Neuilly-sur-Seine, April 28 2021

The Statutory Auditors

Mazars

PricewaterhouseCoopers Audit

Jean-Luc Barlet

Guillaume Devaux

Olivier Lotz

Cédric Le Gal

Statutory Auditors' report on the increase in capital reserved for the members of a Company Share Savings Plan (PEE)	3
Combined Shareholders' Meeting of 21 May 2021 - 18th resolution