EssilorLuxottica : Documento di Registrazione Universale 2019 (Il contenuto è disponibile solo in inglese)

2019

Universal

Registration

Document

Contents

1 Presentation of EssilorLuxottica	5

1.1 EssilorLuxottica, a global leader in the

	eyecare and eyewear industry	7
1.2	Company history	12
1.3	The eyecare and eyewear industry	16
1.4	Mission and strategy	18
1.5	EssilorLuxottica activities	19
1.6	Simplified organizational chart	39
1.7	EssilorLuxottica in 2019	40
1.8	Risk factors AFR	49

1.9 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	67
2 Report on Corporate Governance	71
2.1	Information on Corporate Governance AFR	73

2.2 Special procedures for shareholder

	participation in Shareholders' Meetings AFR	98
2.3	Compensation of corporate officers*	103

2.4 Appendix: Summary table

of recommendations of the AFEP-MEDEF

	Code that have not been applied	138
2.5	Appendix: List of offices and responsibilities	141

2.6 Statutory Auditors' report on related-party

	agreements	158
3 Financial statements	163

3.1 Comments on the Group's earnings

	and financial position AFR	165
3.2	Trend information AFR	173
3.3	Consolidated Group Financial Statements	176
	AFR

3.4 Notes to the Consolidated Group

Financial Statements AFR

183

3.5 Statutory Auditors' report on the

consolidated financial statements AFR

251

3.6 Restated Unaudited Pro Forma Consolidated

Financial Information

256

3.7 Statutory Auditors' report on the Pro Forma Financial Information for the year ended

December 31, 2018

264

3.8 Fees paid to the Auditors and the members

	of their network AFR	265
3.9	Financial statements of EssilorLuxottica AFR	266

3.10 Notes to the 2019 financial statements

of EssilorLuxottica AFR

269

3.11 Other information related to the financial

statement of EssilorLuxottica

286

3.12 Statutory Auditors' report on the financial

	statements	AFR	288
	Social, environmental and societal
4 information	AFR	293

4.1 EssilorLuxottica's approach

	to Sustainable Development	296
4.2	Management of Sustainable Development	301

4.3 Fundamental sustainability pillars to support

EssilorLuxottica Mission

304

4.4 Next steps of EssilorLuxottica sustainability

program

321

4.5 Methodology note and correspondence

table

322

4.6 Report by one of the Statutory Auditors, appointed as an independent third-party, on the non-financial statement included

in the management report

326

	Information about the Company, its
5 share capital and stock ownership	331
5.1	The Company		333
5.2	Share capital	AFR	336
5.3	Shareholding	AFR	341
5.4	Employee shareholding AFR	343
5.5	Dividend distribution policy	348
5.6	Key stock market data	349
5.7	Historical data	351
	Additional information on the Universal
6 Registration Document	363
6.1	Persons responsible AFR	365
6.2	Statutory Auditors	366
6.3	Publicly available documents	366
6.4	Cross-reference tables	367

• Includes the report on the compensation policy of Executive Corporate Officers subject to the approval of shareholders on June 25, 2020.
  The information from the Annual Financial Report is clearly identified in the

table of contents by the AFR symbol.

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

2019

Universal Registration

Document

Including the Annual Financial Report

This document is a non-certified translation into English of the Universal Registration Document issued in French and filed on April 21, 2020 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.

• 2019 Universal Registration Document • EssilorLuxottica

Dear Shareholders,

We deliver this report with great pride and appreciation for what EssilorLuxottica achieved in 2019. Since the founding of our new Company eighteen months ago, we have worked together to outline a strategic vision for the business that will meet the needs of an industry with incredible market potential while delivering on our ambition to eliminate poor vision. Our pioneering products - advanced lenses and iconic branded eyewear - make us who we are. At the same time, the true potential of EssilorLuxottica lies in what we can do. Through an open business model, we have the ability to connect the industry's global network of players, including 400,000 opticians, optometrists, labs and wholesale customers, as well as ophthalmologists. We defined this open model around six pillars: a global footprint across 150 different countries; world-famous brands that consumers love and trust; a powerful go-to-market strategy comprised of wholesale, retail and e-commerce; superior innovation and digital capabilities; a powerful, vertically integrated supply chain, and the best talent in the industry. This unique model will allow us to deliver eyewear and eyecare in unimaginable ways for the benefit of all our stakeholders.

Among our first milestones as EssilorLuxottica, we made an investment in our people, expanding the international Employee Share Ownership Plan to reward more of our hard-working employees with an opportunity to have a much- deserved equity in EssilorLuxottica. Thanks to the last plan, a total of 56,000 current employees today own EssilorLuxottica shares, in addition to the more than 10,000 former and retired employees who continue to put their trust in us and have maintained a financial stake in the Company. The global footprint of this shareholding reflects the Group's desire to align the interests of employees with those of the Company over the long-term. We also made significant investments in new technologies, operational excellence and our expanded portfolio of brands. We continued our digital transformation, which could be felt from the factory floor to our digital showrooms to our retail stores and in our own offices. From automation in our plants and breakthrough lens manufacturing processes to digital screens and advanced retail experiences, our Company strengthened its reputation as an optical and retail innovator.

In 2019, we announced plans to acquire GrandVision, a global leader in optical retail with more than 7,000 stores across 40 different countries and we expect to close in the coming months. This will help us grow our retail footprint in key areas, particularly Europe, and help us set a new global standard for the optical retail experience. At the same time, EssilorLuxottica continued to make good progress on the integration front, taking the first steps toward an integrated lab network, transitioning Costa into the Luxottica portfolio and optimizing real estate, procurement and other functional areas. Every day, our teams are working tirelessly together on meaningful initiatives that will not only generate growth opportunities for the Company, but also create value and benefit our customers, consumers and the overall industry. As a result, we reached a combined Euro 17.4 billion in annual revenues last year.

Most notably, in 2019, we continued to develop sustainable access to vision care through our inclusive business and philanthropic programs. These efforts now serve over 300 million people who would not have otherwise had access to the care they need. To give vision a greater voice, we worked with the highest levels of government, multilateral agencies and partners inside and outside the sector to put vision on the global agenda. All this and more has contributed to our Mission to help people see more, be more and live life to its fullest. These activities earned EssilorLuxottica a spot on Fortune's "Change the World" list, giving more visibility to our commitment to bring good vision to all.

Essilor and Luxottica each enjoy a history of social responsibility and sustainability and together we built a framework that will bring this topic to the forefront. Over the past year, we continued to make Sustainable Development an integral pillar of the Company's growth and innovation strategy. Key examples include tangible progress made in water reduction and energy consumption practices, increased momentum in our Climate Change Program and initiatives that enhance the wellbeing of our employees.

At the start of 2020, we are balancing the complex needs of our business with the global health challenge of COVID-19. Despite the tough environment, we are navigating it as we always do - by keeping our commitment to our customers and ensuring the health and wellbeing of our employees. Our strong global footprint gives us the flexibility we need to keep the business running without getting distracted or sacrificing what matters. Our teams are staying the course, continuing to imagine, build and grow the vision care Company of the future. We will be a Company that our people, partners, investors and customers are proud to work with, a Company that leads with your best interests in mind, and a Company that continues to share the value we create in the industry. We look forward to sharing more with you as the year goes on.

Leonardo Del Vecchio

Hubert Sagnières

2019 Universal Registration Document • EssilorLuxottica

3

GIVE THE EYES THE PRECISION THEY DESERVE

A NEW JOURNEY OF HIGH PRECISION VISION WITH

A BREAKTHROUGH AND MORE PRECISE REFRACTION

INTEGRATED IN THE EYEGLASS LENS DESIGN.

CHAPTER

1

PRESENTATION OF ESSILORLUXOTTICA

1.1 ESSILORLUXOTTICA, A GLOBAL LEADER IN THE EYECARE AND EYEWEAR INDUSTRY

1. Overview of the Group
2. Vision care and eyewear brands
3. EssilorLuxottica 2019 key figures

7	1.7	ESSILORLUXOTTICA IN 2019
	1.7.1	Significant events
7	1.7.2	Full year 2019 revenue
1.7.3	Fourth quarter 2019 revenue
8
1.7.4	Acquisitions and partnerships
11
1.7.5	Investments made and planned for 2020

40

40

41

45

47

48

1.2	COMPANY HISTORY	12	1.8	RISK FACTORS	49
1.2.1	History of Essilor	13
1.8.1	Introduction	49
1.2.2	History of Luxottica	14
1.8.2	Risk factors summary	49
1.3	THE EYECARE AND EYEWEAR INDUSTRY	16	1.9	MAIN CHARACTERISTICS OF THE RISK	67
1.4	MISSION AND STRATEGY	18		MANAGEMENT AND INTERNAL
	CONTROL SYSTEMS IMPLEMENTED BY
1.5	ESSILORLUXOTTICA ACTIVITIES	19		THE COMPANY FOR THE PREPARATION
	AND PROCESSING OF ACCOUNTING
1.5.1	Essilor activities	20		AND FINANCIAL INFORMATION
1.5.2	Luxottica activities	30	1.9.1	The Company risk management process	67
			1.9.2	The Company's internal control	67
1.6	SIMPLIFIED ORGANIZATIONAL CHART	39		objectives
			1.9.3	Organization of internal controls	67
			1.9.4	Internal Audit department	69

2019 Universal Registration Document • EssilorLuxottica

5

IN BRIEF

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 to see more, be more and live life to its fullest by addressing their evolving vision needs and personal style aspirations.

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 set new industry standards for vision care and the consumer experience around it.

Influential eyewear brands including Ray-Ban and Oakley, lens technology brands including Varilux and Transitions, and world-class retail brands including Sunglass Hut and LensCrafters are part of the EssilorLuxottica family.

In 2019, EssilorLuxottica had more than 150,000 employees and consolidated revenues of Euro 17.4 billion.

The EssilorLuxottica share trades on the Euronext Paris market and is included in the Euro Stoxx 50 and CAC 40 indices. Codes and symbols: ISIN: FR0000121667; Reuters: ESLX.PA; Bloomberg: EL:FP

REVENUE

Euro17.4bn

EMPLOYEES

Over 150,000

COUNTRIES

Over 150

PATENTS AND DESIGNS

Over 10 000

MAJOR BRANDS

Over 100

STORES

Approximately 11,000

• 2019 Universal Registration Document • EssilorLuxottica

Presentation of EssilorLuxottica

EssilorLuxottica, a global leader in the eyecare and eyewear industry

1.1 EssilorLuxottica, a global leader in the eyecare	1
and eyewear industry

1.1.1 Overview of the Group

EssilorLuxottica is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. The Company brings together the complementary expertise of two industry pioneers, one in advanced lens technologies 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 and the global demand of a growing eyecare and eyewear industry.

A growing eyecare and eyewear industry

Across the world, 6.2 billion people (1) are in need of sunglasses and 4.7 billion people (1) are in need of vision correction, among which 2.7 billion (1) suffer from uncorrected poor vision.

The global eyecare and eyewear industry represents a value estimated at over Euro 100 billion (2) in sell-out/retail price terms, with a long-term growth trend of around 3-4%

1. per annum. The industry is comprised of five segments: spectacle lenses, contact lenses, spectacle frames, sunglasses and readers. The growth patterns of each segment are relatively homogeneous, with the exception of the contact lenses category which is projected to grow faster than the rest.

Breakdown of the global eyecare and eyewear industry in 2019 (in percentage terms) (2)

3

Readers

15

Sunglasses

39

Spectacle

Lenses

28 Spectacle Frames

15

Contact Lenses

A unique global footprint

With a worldwide presence across all stages of the value chain, EssilorLuxottica has more than 150,000 employees committed to providing vision care and eyewear products that meet the individual needs and style aspirations of each consumer. The unique business model and relentless pursuit of operational excellence ensures that consumers everywhere have access to products that have been rigorously tested to meet internationally recognized standards, from the simplest pair of glasses to the most sophisticated custom-made lenses and branded eyewear.

A deeply rooted commitment to vision and innovative eyewear

By investing heavily in R&D for cutting edge lens and frame technology, as well as reimagining the design, form and function of eyewear, EssilorLuxottica constantly sets new industry standards for vision care and eyewear and the consumer experience around it. Beyond the products we make, our Company and our people are deeply committed to elevating the importance of vision as both a basic human right and a key lever for global development.

1. Source: EssilorLuxottica, Vision Impact Institute, Eyelliance: Eyeglasses for Global Development: Bridging the Visual Divide.
2. Source: EssilorLuxottica, Euromonitor.

2019 Universal Registration Document • EssilorLuxottica

7

Presentation of EssilorLuxottica

EssilorLuxottica, a global leader in the eyecare and eyewear industry

1.1.2 Vision care and eyewear brands

EssilorLuxottica is home to some of the most loved and widely recognized vision care and eyewear brands in the world. With a portfolio of proprietary and licensed brands that cover a wide variety of market segments, the Company taps into the needs and desires of consumers, innovates on everything from design to service, and ultimately delivers products and experiences that stand out in the industry.

Lens Technologies

EssilorLuxottica's innovation in lens technology has led to the creation of lens brands that regularly rank among the highest in terms of consumer satisfaction.

Today, it has an unparalleled portfolio of proprietary brands, including Varilux, Transitions, Crizal, Ray-Ban, Oakley, Eyezen, Xperio and Barberini. The Company has also successfully partnered with leading companies such as Nikon to distribute specific technologies that enable each consumer's needs to be fully addressed. These brands make an important contribution to educating consumers about the importance of eyecare.

EssilorLuxottica also has a long history of designing equipment and solutions used by opticians, optometrists and ophthalmologists around the world. This includes lens surfacing and coating equipment and instruments for refraction, diagnostic and imaging, measurement, edging and mounting tools as well as sales support services.

Eyewear brands

The vision and inventiveness of EssilorLuxottica has helped eyewear become a category on its own over the past few decades, evolving from a necessary device that improves vision to a desirable fashion accessory which enables self- expression and enhances self-confidence. A relentless pursuit of excellence down to the smallest detail, along with ongoing investment in R&D, new technologies, equipment, materials and processes, has earned us a

reputation as a product and branding trailblazer. The Company has an outstanding portfolio of proprietary eyewear brands, including Ray-Ban, Oakley, Vogue Eyewear, Persol, Oliver Peoples, Alain Mikli, Arnette, Bolon and Costa and prestigious licensed brands including Giorgio Armani, Burberry, Bulgari, Chanel, Coach, Dolce&Gabbana, Ferrari, Michael Kors, Miu Miu, Prada, Ralph Lauren, Starck Eyes, Tiffany & Co., Tory Burch, Valentino and Versace.

• 2019 Universal Registration Document • EssilorLuxottica