EssilorLuxottica : Notice of meeting – Ordinary and extraordinary general meeting of May 16, 2019

NOTICE OF MEETING

ORDINARY AND EXTRAORDINARY GENERAL MEETING

Thursday, May 16, 2019 at 10:30 am

Maison de la Mutualité 24 rue Saint-Victor 75005 Paris

France

Contents

1.	Agenda	2
2.	How to participate in the Shareholders' Meeting?	4
3.	How to fill in the voting form?	8
4.	Proposed resolutions and statement of reasons	9
5.	Presentation of the EssilorLuxottica group	25
6.	Governance	27
7.	Report on the compensation policy for Executive Corporate Officers	31
8.	Summary table of currently valid delegations	37
9.	Request for documents and information	39

Useful contacts

EssilorLuxottica:

Investor Relations and Financial

Communications Department

Phone number:

(Charenton-le-Pont) Tel: [phone]

(Milan) Tel: [phone]

E-mail address:

[e-mail]

Centralising bank of the

Shareholders' Meeting:

Société Générale

Postal address:

Société Générale - Service des Assemblées - CS 30812 - 44308 Nantes Cedex 03 - France

Phone number:

0 825 315 315: Monday to Friday, from 8:30 am to 6:00 pm* (excluding public holidays) (premium-rate number - €0.15 per minute)

Deadlines to remember

March 29

Publication of the preliminary notice of meeting in the Bulletin des annonces légales obligatoires (BALO).

April 26 - 9:00 am*

Launch of the dedicated secure voting website available to the shareholders prior to the Meeting.

May 13

Deadline for Société Générale to receive the voting form by regular mail.

May 14 - 12:00 am*

Deadline for shareholders to be registered in the securities account to participate in the Shareholders' Meeting (record date).

May 15 - 3:00 pm*

Shutdown of the dedicated secure voting website available to the shareholders prior to the Meeting.

May 16 - 10:30 am*

Ordinary and Extraordinary General Meeting at the Maison de la Mutualité in Paris.

To get to the Maison de la Mutualité in Paris

Please refer to the access map available on the last page of this document.

• CEST.

1 AGENDA

For the Ordinary 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

1. Appointment of Mr. Patrice MOROT as Substitute Statutory Auditor of PriceWaterhouseCoopers Audit
2. Appointment of Mr. Gilles MAGNAN as Substitute Statutory Auditor of Mazars
3. Agreements falling within the scope of Article L.225-38 of the French Commercial Code
4. 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

1. 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
2. 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
3. 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
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. Laurent VACHEROT, President and Chief Operating Officer until October 1, 2018

14. Approval of the compensation policy applicable to Executive Corporate Officers

2 Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

Agenda 1

For the Extraordinary 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

For the Ordinary Meeting

18. Powers to carry out formalities

Ordinary and Extraordinary General Meeting • May 16, 2019 • EssilorLuxottica

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