NOTICE OF MEETING 2017 COMBINED GENERAL MEETING · OF MEETING 2017 COMBINED GENERAL MEETING ... 20...
Transcript of NOTICE OF MEETING 2017 COMBINED GENERAL MEETING · OF MEETING 2017 COMBINED GENERAL MEETING ... 20...
Thursday, May 11, 2017 – 10:45 a.m.
Maison de la Mutualité24, rue Saint-Victor75005 ParisFrance
N OTICE OF MEET ING
2017 COMBINED GE N E RAL M EET ING
(ORDINARY AND EXTRAORDINARY)
Table of Contents
1 CHAIRMAN’S MESSAGE. PAGE 1
2 AGENDA PAGE 2
3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? PAGE 4
4 HOW TO FILL IN THE VOTING FORM? PAGE 8
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS PAGE 9
6 ESSILOR IN 2016 PAGE 49
7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA PAGE 53
8 GOVERNANCE PAGE 55
9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY PAGE 60
10 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS PAGE 64
11 REQUEST FOR DOCUMENTS AND INFORMATION PAGE 65
FOR ANY INFORMATIONEssilor:
Investor Relations and Financial Communications Department
• Postal address: 147, rue de Paris – 94220 Charenton-le-Pont – France
• Phone number: +33 (0)1 49 77 42 16
• E-mail address: [email protected]
Centralising bank: Société Générale
• Postal address: Société Générale – Service des Assemblées – CS 30812 –
44308 Nantes Cedex 03 – France
• Phone number: Monday to Friday, from 8:30 a.m. to 6:00 p.m.*:
+33 (0) 251 856 789 (tariff in eff ect depending on your country)
DEADLINES TO REMEMBERMarch 29: Publication of the preliminary notice of meeting
in the Bulletin des Annonces Légales Obligatoires (BALO)
April 20 – 9:00 a.m.*: Launch of the dedicated secure voting website available
to the shareholders prior to the Meeting
May 7: Deadline for Société Générale to receive the voting form
by regular mail
May 9: Deadline for shareholders to be registered in the securities
account to participate in the Shareholders’ Meeting (record date)
May 10 - 3:00 p.m.*: Shutdown of the dedicated secure voting website available
to the shareholders prior to the Meeting
May 11 – 10:45 a.m.*: Combined General Meeting at the Maison de la Mutualité in Paris
TO GET TO THE MAISON DE LA MUTUALITÉ IN PARISPlease refer to the access map available on the last page of the document.
* CEST.
12017 COMBINED GENERAL MEETING/ESSILOR
1 CHAIRMAN’S MESSAGE
Dear Sir or Madam, Dear Shareholder,
We are pleased to invite you to attend Essilor’s Combined General
Meeting which will be held on Thursday, May 11, 2017 at 10:45 a.m.
at the Maison de la Mutualité in Paris.
This meeting is a privileged moment for Essilor to provide
information and engage in dialogue with its shareholders.
It is an opportunity to present you the Company's developments, our
results for 2016, as well as our strategy and outlook for the future.
In 2016, Essilor continued to provide an ever-growing number
of solutions for unmet visual needs by pursuing a strategy of
expanding its scope of operations in corrective lenses, sunwear and
online sales. This strategy, which is based on innovation, consumer
marketing and partnerships, led to the launch of many new products
and about €209 million of investment in media spend to build greater
awareness of the Group’s brands among consumers.
This year, the General Meeting is an historic moment for the
Company. Essilor and Delfi n, the majority shareholder of Luxottica
Group, announced on January 16, 2017 the signing of an agreement
designed to create an integrated global player in the eyewear
industry with the combination of Essilor and Luxottica. Intended to
answer the growing needs in visual health, the new group would
propose a comprehensive off ering combining a strong brand
portfolio, global distribution capabilities and complementary
expertise in prescription lenses, prescription frames and
sunglasses. This combination, at the heart of which the respect
for corporate cultures and common values is key, is part of our
mission to improve the vision of 7.4 billion people worldwide.
During this Meeting, you will be asked to vote on resolutions
relating to this combination. Thus, you will fi nd in this document
all the relevant information for the General Meeting, including the
agenda as well as the instructions to participate in the meeting.
I thank you for your trust and for the attention you will surely pay to
the proposed resolutions which are submitted to your approval and
presented in this document. I look forward to seeing you on May 11.
Hubert SAGNIÈRES
Chairman and Chief Executive Offi cer of Essilor International
CHAIRMAN'S MESSAGE
2 2017 COMBINED GENERAL MEETING/ESSILOR
2 AGENDA
AGENDA
For the ordinary meeting
1 Approval of the 2016 parent Company fi nancial statements
2 Approval of the 2016 consolidated fi nancial statements
3 Allocation of earnings and setting of the dividend
4 Agreements falling within the scope of Article L.225-38 of the French Commercial Code
5 Ratifi cation of the cooptation of Ms. Jeanette WONG as Director
6 Renewal of the Director's term of offi ce of Mr. Philippe ALFROID
7 Renewal of the Director's term of offi ce of Ms. Juliette FAVRE
8 Renewal of the Director’s term of offi ce of Mr. Yi HE
9 Renewal of the Director's term of offi ce of Mr. Hubert SAGNIÈRES
10 Appointment of Mr. Laurent VACHEROT as a new Director
11 Approval of the undertakings referred to in Article L.225-42-1 of the French Commercial Code relating to the severance payment
granted to Mr. Hubert SAGNIÈRES, Chairman and CEO, in some cases of the termination of his ' employment contract
12 Approval of the undertakings referred to in Article L.225-42-1 of the French Commercial Code relating to the severance
payment granted to Mr. Laurent VACHEROT, President & Chief Operating Offi cer, in the event that his employment contract
is terminated under certain conditions
13 Advisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman of the Board and Chief
Executive Offi cer, in respect of the 2016 fi nancial year
14 Advisory vote on the compensation components due or awarded to Mr. Laurent VACHEROT, President & Chief Operating Offi cer
15 Approval of the compensation policy applicable to the E xecutive Board O ffi cers
16 Increase of the Directors’ fees
17 Board authorization to proceed with the purchase of the Company’s own ordinary shares
For the extraordinary meeting
18 Delegation of power granted to the Board of Directors for the purposes of deciding a capital increase by issuance of shares
reserved for members of a Company Savings Plan (French Plans d’Epargne d’Entreprise or “PEE”), with cancellation of
preferential subscription rights of shareholders
19 Delegation of power granted to the Board of Directors for the purposes of deciding a capital increase reserved for the
benefi t of employees or certain categories of employees of foreign subsidiaries, with the cancellation of shareholders’
preferential subscription rights, in the context of an employee shareholding transaction
32017 COMBINED GENERAL MEETING/ESSILOR
2 AGENDA
Resolutions on the approval of the contemplated combination between Essilor International and Luxottica
For the extraordinary meeting
20 Amendment of Articles 12 and 14 of the by-laws related to the conditions for appointing Directors representing employees
and the term of offi ce of Directors
21 Amendment of the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n to Essilor International
22 Approval of the contribution (subject to the apport-scission regime) by Delfi n to Essilor International and of the delegation
of powers conferred to the Company’s Board of Directors for the implementation of said contribution
23 Delegation of authority to be conferred to the Board of Directors to decide the capital increase of Essilor International
through the issuance of shares without preferential subscription rights, as consideration for the shares tendered to the
mandatory exchange off er initiated by Essilor International
24 Approval of the contribution (subject to the apport-scission regime) of all (or substantially all) activities and equity interests
of Essilor International to a wholly owned subsidiary, Delamare Sovra, and delegation of powers to the Board of Directors to
implement the completion of such contribution
25 Amendment of Article 2 of the Company’s by-laws related to the corporate purpose (extension to holding company activities)
For the ordinary meeting
26 Appointment of Mr. Leonardo Del VECCHIO as Director
27 Appointment of Mr. Romolo BARDIN as Director
28 Appointment of Mr. Giovanni GIALLOMBARDO as Director
29 Appointment of Ms. Rafaella MAZZOLI as Director
30 Appointment of Mr. Francesco MILLERI as Director
31 Appointment of Mr. Gianni MION as Director
32 Appointment of Ms. Lucia MORSELLI as Director
33 Appointment of Ms. Cristina SCOCCHIA as Director
34 Appointment of Mr. Hubert SAGNIÈRES as Director
35 Appointment of Ms. Juliette FAVRE as Director
36 Appointment of Ms. Henrietta FORE as Director
37 Appointment of Mr. Bernard HOURS as Director
38 Appointment of Ms. Annette MESSEMER as Director
39 Appointment of Mr. Olivier PÉCOUX as Director
40 Powers to carry out legal formalities
4 2017 COMBINED GENERAL MEETING/ESSILOR
3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?
HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?
A. FORMALITIES TO BE CARRIED OUT BEFORE PARTICIPATING IN THE MEETING
Shareholders wishing to attend the Meeting, to be represented
via proxy, or to vote by post or online, in accordance with
Article R.225-85 of the French Commercial Code, will have to
provide evidence of ownership of their shares by 12:00 a.m. CEST
on the second business day prior to the Meeting (i.e. 12:00 a.m.
CEST, Tuesday, May 9, 2017):
● For registered shareholders:
Through the listing of their shares on the Company registers held
by Société Générale.
● For bearer shareholders:
Through the accounting entry for their shares (in their name or, for
non-resident shareholders, in the name of the intermediary listed
for their account) in the securities account held by the banking or
fi nancial intermediary that manages it.
This accounting entry for the shares must be reported in an
attendance certifi cate issued by the authorized intermediary, and it
is this which establishes proof of their status as shareholders. The
attendance certifi cate issued by the authorized intermediary must
be attached to the postal voting form, the proxy, or the admission
card request and should be sent by the authorized intermediary to
the following address:
Société Générale
Service des Assemblées
CS 30812
44308 Nantes Cedex 03
France
B. WAYS OF PARTICIPATING IN THE MEETING
Only shareholders registered in the securities account on the following date may participate (1) in the Meeting:
Tuesday, May 9, 2017, 12.00 a.m. (CEST), i.e., midnight on Monday, May 8, 2017.
To PARTICIPATE (1), shareholders are requested to:
Return the voting
form by mail
The form must
be received by:
Sunday, May 7, 2017
See Instructions on page 8
OU
Vote online
Deadline:
Wednesday, May 10,
2017, 3:00 p.m.
See Instructions on page 6
Go online and select
“voting instructions”
If you decide to vote online, you must not send your paper voting
form back and vice-versa. The website will open on Thursday,
April 20, 2017 and give you the same options as the paper voting
form. You therefore have the options of:
• requesting and printing an admission card;
• giving a proxy to the Chairman of the Meeting or to any other
person of your choice (designating and revoking a proxy);
• voting on the resolutions.
Note : If you own Essilor International shares in more than one form (registered, bearer, or through the dedicated employee share
ownership fund i.e. “FCPE”), you will have to vote as many times as there are forms if you wish to cast all your voting rights.
(1) Participate: attend in person (request an admission card), vote remotely, give a proxy to the Chairman of the Meeting or any other person.
52017 COMBINED GENERAL MEETING/ESSILOR
3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?
1. If you wish to attend the Meeting in person, you must request an admission card (by post or online)
1.1. If you are a registered shareholder
If you have not chosen to receive the notice of meeting by e-mail
and if you are registered for at least one month on the date of
the notice of meeting, you will receive the notice of meeting
accompanied by a specifi c form by regular mail. You may obtain
your admission card by fi lling out, signing and returning the form
to Société Générale, using the attached postage-paid return
envelope.
If you have not received your requested admission card by Tuesday,
May 9, 2017, please contact Société Générale to track its status:
by phone (Monday to Friday from 8:30 a.m. to 6:00 p.m. CEST):
+33 (0) 251 856 789 (tariff in eff ect depending on your country).
You can also request an admission card online. Connect to the
Sharinbox website www.sharinbox.societegenerale.com using
your user ID and the password that you should have received by
post when you opened your registered share account at Société
Générale. If you have lost your user ID or password, you can ask for
them to be resent by clicking on “Get your codes” on the website’s
homepage.
N.B.: Please note that the Combined General Shareholders’
Meeting of Essilor International will take place on May 11, 2017
after the Special Meeting of holders of shares with double
voting rights attached. If you hold shares with double voting
rights attached, you will receive a separate notice of meeting
by mail or e-mail (if you have selected an e-notifi cation) for
each of these Meetings. It is imperative that you request an
admission card for each of these Meetings. Each admission
card, which will be forwarded to you upon request, will have
a specifi c color code: blue for the admission card for the
Combined General Shareholders’ Meeting and orange for the
admission card for the Special Meeting.
1.2. If you are a bearer shareholder
You must contact the authorized intermediary holding your
securities account, stating that you would like to attend the
Meeting in person. The intermediary will send an attendance
certifi cate to Société Générale, acting for Essilor International.
If you have not received your admission card by May 9, 2017,
you will need to ask your intermediary to issue an attendance
certifi cate , which will enable you to prove your status as a
shareholder at this date to be admitted to the Meeting.
If the fi nancial intermediary managing your shares off ers
the access to the “Votaccess” online voting platform, you can
request an admission card online by connecting to your fi nancial
intermediary’s “Stock market” (“Bourse”) portal using your usual
login information. You will have to click on the icon displayed
on the line corresponding to your Essilor shares and follow the
instructions displayed on the screen to access the “Votaccess”
online voting platform and request the admission card.
1.3. If you hold shares through the dedicated employee share ownership fund i.e. “FCPE”
If you hold shares through the dedicated employee share ownership
fund i.e. “FCPE”, with direct voting rights, you can request an
admission card online. Connect to www.esalia.com (using your
usual login information) to access the “Votaccess” online voting
platform and print your admission card.
2. If you are not attending the Meeting in person, you can participate by appointing a proxy, or by voting by correspondence (post or online)
2.1. Appointing a proxy
● Either a designated proxy holder
If you have chosen to be represented by a proxy holder of your
choice , you may give notice of the appointment (1):
– by regular mail, either sent directly using the paper voting
form for registered shareholders or sent by the authorized
intermediary holding the securities account for bearer
shareholders. The notice must be received by Société
Générale by Sunday, May 7, 2017 at the latest;
– electronically, by connecting to the website www.sharinbox.
societegenerale.com (if you are a registered shareholder) or
to your fi nancial intermediary’s portal (if you are a bearer
shareholder and if the fi nancial intermediary managing
your shares has joined the “Votaccess” system and off ers
this service for this General Meeting), according to the
instructions described in the following box, by 3:00 p.m.
CEST, Wednesday, May 10, 2017 at the latest.
● Or without specifying any proxy holder
(representative)
You may notify us of your choice by mail or electronic means, as
described above. The Chairman of the Meeting will cast a vote in
favour of the adoption of the proposed resolutions presented or
agreed to by the Board of Directors and a vote against the adoption
of any other proposed resolutions.
(1) Pursuant to Article R.225-79 of the French Commercial Code, a proxy can be revoked (by the same process used for appointing a proxy holder).
6 2017 COMBINED GENERAL MEETING/ESSILOR
3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?
HOW TO CONNECT AND GIVE VOTING INSTRUCTIONS VIA THE INTERNET
Essilor International makes a dedicated voting website available
to its shareholders prior to the Meeting, in accordance with the
provisions of Article R.225-61 of the French Commercial Code.
This secure website off ers the options to: request an admission
card, give a proxy to the Chairman of the Meeting or to any other
person of your choice, or vote on the resolutions.
The “Votaccess” online voting platform will be opened from
Thursday, April 20, 2017, 9:00 a.m., to Wednesday, May 10, 2017,
3:00 p.m. (CEST).
In order to avoid any overload of the voting website,
shareholders are advised not to wait until the last minute
before connecting to the site.
– If you are a registered shareholder:
Connect to the Sharinbox website www.sharinbox.
societegenerale.com using your user ID and the password
that you should have received by post when you opened
your registered share account at Société Générale. If
you have lost your user ID or password, you can ask for
them to be resent by clicking on “Get your codes” on the
website’s homepage.
Then follow the instructions under “Personal Information”
by clicking on the link under “Shareholders’ Meeting(s)”
under the heading “Current Operations”, then select the
Meeting concerned “Essilor’s Combined General Meeting of
May 11, 2017”. Having confi rmed or changed your personal
data, click on “Vote” under the heading “Your Voting Rights”
to gain access to the voting site.
– If you are a bearer shareholder:
If the fi nancial intermediary managing your shares has
joined the “Votaccess” system and off ers this service for
this General Meeting, you will have to connect to your
fi nancial intermediary’s portal, using your usual login
information. Then click on the icon which is displayed
on the line corresponding to your Essilor shares and
follow the instructions displayed on the screen to access
the “Votaccess” online voting platform. The access to
the “Votaccess” online voting platform may be subject
to specifi c terms of use according to your fi nancial
intermediary. Please contact your fi nancial intermediary
for further information.
– If you hold shares through the dedicated employee
share ownership fund i.e. “FCPE”, with direct voting
rights:
Connect to www.esalia.com (using your usual login
information) to access the “Votaccess” online voting
platform.
2.2. Voting by correspondence with your personal voting form or on the website
● Voting by post with the voting form
• If you are a registered shareholder:
You will receive your personal voting form by regular mail (unless
you have chosen to receive the notice of meeting by e-mail). The
duly completed and signed personal voting form will have to be
sent to Société Générale using the attached postage-paid return
envelope.
• If you are a bearer shareholder:
You must send your request for a postal voting form to your
fi nancial intermediary. When you have completed and signed the
form, the intermediary will be responsible for transmitting it to
Société Générale, accompanied by an attendance certifi cate.
Any request for the postal voting form will have to be received at
least 6 days before the Shareholders’ Meeting, i.e. no later than
Friday, May 5, 2017 .
In all cases, the duly completed and signed personal voting form,
accompanied by the attendance certifi cate for bearer shareholders,
will have to be received by Société Générale (at the address
indicated previously) at least three calendar days before the date of
the Shareholders’ Meeting, that is by Sunday, May 7, 2017 .
● Online voting on the resolutions
• If you are a registered shareholder: by connecting to the
website www.sharinbox.societegenerale.com
• If you are a bearer shareholder: by connecting to your
fi nancial intermediary’s portal (if the fi nancial intermediary
managing your shares has joined the “Votaccess” system
and off ers this service for this General Meeting).
See the instructions described in the following box.
N.B.: Registered shareholders holding Essilor shares with double voting rights attached, who would like to give online voting
instructions for the Special Meeting, to be held the same day, are invited to read the instructions given in the notice of meeting
dedicated to the Special Meeting.
72017 COMBINED GENERAL MEETING/ESSILOR
3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING?
3. Once you have cast your vote (by correspondence or proxy or by requesting your admission card or an attendance certifi cate to attend the Meeting)
• You may no longer select another way of participating in
the Meeting (Article R.225-85 of the French Commercial Code).
• But you can still sell all or some of your shares at any time.
However, if the sale occurs before Tuesday, May 9, 2017, 12:00 a.m.
CEST, the Company will invalidate or modify any vote cast remotely,
proxy, admission card, or attendance certifi cate, as the case may
be. In such cases, the authorized intermediary holding the account
will inform the Company or its registrar of the sale and transmit
the necessary information.
No sale or any other action taken or carried out after Tuesday, May 9,
2017, 12:00 a.m. CEST, by whatever means used, will be recorded
by the authorized intermediary or taken into consideration by the
Company, notwithstanding any agreement to the contrary.
C. HOW TO SUBMIT WRITTEN QUESTIONS AND FIND INFORMATION
1. Submitting written questions
In accordance with Article R.225-84 of the French Commercial
Code, any shareholder may submit written questions following the
publication of the preliminary notice of meeting in the Bulletin des
Annonces Légales Obligatoires (BALO)(1). These questions must be
sent to the Chairman of the Board of Directors, at the registered
offi ce of the Company either by registered letter with return receipt
requested or by e-mail to the following address: [email protected],
at the latest four business days prior to the date of the Shareholders’
Meeting (Thursday, May 4, 2017). They must be accompanied by an
attendance certifi cate in the case of bearer shareholders.
2. Finding information
Let us reduce CO2 emissions by printing less!
• Legal requirements give registered shareholders the option
of receiving their notice of meeting and/or documents for
the Shareholders’ Meeting by e-mail (e-notice). To select
this option, they simply need to connect to the Sharinbox
website, www.sharinbox.societegenerale.com (registered
asset management website) and tick the box “e-notice for
Shareholders’ Meetings ” in the menu “Personal Information ”.
• Registrations made after April 7, 2017 will be valid for future
Shareholders’ Meetings.
• All documents that must be made available to shareholders
in connection with the Shareholders’ Meetings will be
available at the registered offi ce of the Company, and, for
the documents specifi ed in Article R.225-73-1 of the French
Commercial Code, on the Company’s website at the following
address: www.essilor.com not less than 21 days before the
Meeting (that is, on Thursday, April 20, 2017).
• Shareholders who still wish to receive the documents for
this Shareholders’ Meeting by post, need to return the form
“Request for documents and information”, available on
page 65 .
D. NOTICE, PRIOR TO THE MEETING, OF PARTICIPATING LINKED TO TEMPORARY OWNERSHIP OF SHARES (SECURITIES LENDING)
Under law, any legal entity or individual (with the exception
of those described in paragraph 3, IV of Article L.233-7 of the
French Commercial Code) holding alone or together a number
of shares representing more than 0.5% of the Company’s voting
rights pursuant to one or several temporary transfers or similar
arrangements as described by Article L.225-126 of the French
Commercial Code is required to inform the Company and the
French Financial Markets Authority (AMF) of the number of shares
temporarily held by no later than midnight CEST on the second
business day preceding the Shareholders’ Meeting (on Tuesday,
May 9, 2017 at 12:00 a.m. CEST).
Declarations can be e-mailed to the Company at: [email protected].
Failing such declaration, any shares bought under any of the above
described temporary transfer arrangements will be deprived of
their voting rights at the relevant Shareholders’ Meeting and at
any subsequent Shareholders’ Meeting that may be held until the
shares are transferred again or returned.
The e-mail must include the following information:
• name or company name and contact person (name, position,
phone number, e-mail address);
• identity of the transferor (name or company name);
• nature of the arrangement;
• number of shares transferred under the arrangement;
• ISIN code of the shares listed on Euronext Paris;
• date and maturity date of the arrangement;
• voting agreement (if any).
The details received by the Company will be published on its website.
(1) Publication of t he preliminary notice of meeting in the Bulletin des Annonces Légales Obligatoires (BALO) on March 29, 2017 (available on the website www.essilor.com).
8 2017 COMBINED GENERAL MEETING/ESSILOR
4 HOW TO FILL IN THE VOTING FORM?
HOW TO FILL IN THE VOTING FORM?
A
B1 B2 B3
STEP 1
Request an admission card
to attend the Meeting.
Vote on
the resolutions
by correspondence.
Give proxy
to the Chairman
of the Meeting.
Give your proxy
to an individual or entity
of your choice by indicating
their name and address.
or or or
STEP 3Return your form duly fi lled in and signed:
• if you are a registered shareholder: to Société Générale before Sunday, May 7, 2017, using the
attached postage-paid return envelope;
• if you are a bearer shareholder: to the authorised intermediary holding your securities account,
who will pass it on with an attendance certifi cate to Société Générale before Sunday, May 7, 2017.
STEP 2Date and sign regardless
of your choices.
92017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Ordinary Resolutions
Resolutions 1 to 3Approval of the fi nancial statements, allocation of earnings and setting of the dividend
Resolutions 1 to 3 relate to the approval of:
• the corporate fi nancial statements for the fi nancial year ending on December 31, 2016;
• the consolidated fi nancial statements for the fi nancial year ending on December 31, 2016.
A proposal will be submitted to the General Meeting to set the dividend at €1.50 per share for the 2016 fi nancial year, i.e. an increase of 35.10% compared with the previous year . The dividend will be paid out on May 19, 2017 (ex-date May 17, 2017).
1 First resolutionApproval of the 2016 parent Company fi nancial statements
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
having reviewed the reports of the Board of Directors and the
general auditors’ report on the annual fi nancial statements for the
parent Company for the year ending December 31, 2016 showing a
result of €586,029,804.27 , approves the 2016 Company’s fi nancial
statements and the transactions refl ected in these statements or
summarized in these reports.
2 Second resolutionApproval of the 2016 consolidated fi nancial statements
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
having reviewed the reports of the Board of Directors and the
general auditors’ report on the consolidated fi nancial statements
for the year ending December 31, 2016 showing a net result of
€879,580 thousand , €812,405 thousand of which are attributable
to the Group, approves the 2016 consolidated fi nancial statements
and the transactions refl ected in these statements or summarized
in these reports.
10 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
This resolution covers the signing of the addendum providing for the suspension of Mr. Laurent VACHEROT’s employment contract, the granting of the severance payment and his
continued membership of the defi ned benefi t pension plan. These agreements are described in the Statutory Auditors’ special report
The Shareholders, having fulfi lled the quorum and majority
requirements for voting at o rdinary g eneral m eetings, and having
read the management report and the Statutory Auditors’ special
report on related-party transactions and agreements falling
within the scope of Article L. 225-38 of the French Commercial
Code, approve said report and the agreements referred to therein,
in accordance with said Article.
3 Third resolutionAllocation of earnings and setting of the dividend
The General Meeting, having fulfi lled the required conditions
for quorum and majority voting for ordinary general meetings,
allocates the earnings of the fi nancial year as follows:
€586,029,804.27:
Allocation of earnings for 2016
In €
Financial year earnings 586,029,804.27
Retained earnings 16,023,093.39
Allocated to legal reserves (36,922.70)
DISTRIBUTABLE TOTAL 602,015,974.96
Total dividend 324,692,341.50
• Statutory dividend 2,337,784.86
• Additional dividend 322, 354,556.64
Allocation to other reserves 260,000,000
Earnings brought forward 17,323,633.46
TOTAL 602,015,974.96
The Meeting grants the Board of Directors the necessary powers
to proceed with the payment of a dividend of € 1.50 per ordinary
share with a par value of €0.18, constituting the Company’s capital
and carrying dividend rights. This amount is calculated on the
basis of the number of Company shares at December 31, 2016 and
will be adjusted to refl ect the number of shares issued between
that date and the dividend payment date as a result of any share
subscription options which have been exercised and giving
entitlement to such dividend.
The dividend will be paid out on May 19, 2017.
In the event that the Company is holding some of its own shares,
the corresponding dividend amount not paid out will be allocated
to the retained earnings, as stipulated in Article L.225-210 of the
French Commercial Code.
As required by law, the amount of dividends distributed in respect
of the last three fi nancial years is as follows:
Financial years 2015 2014 2013
Dividend-bearing common shares 213,646,352 212,132,673 210,352,580
Net dividend €1.11 (a) €1.02 €0.94
(a) The Shareholders’ Meeting held on May 11, 2016 off ered to each shareholder
of the Company the option for the payment of the dividend either in cash or in
shares.
4 Fourth resolutionAgreements falling within the scope of Article L. 225-38 of the French Commercial Code
112017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Resolutions 5 to 10Composition of the Board of Directors – Directors’ terms of offi ce
The following principles guide the composition of the Board of Directors:
• a balance between experienced Directors with extensive knowledge of the Company on the one hand, and on the other hand, new Directors who bring competencies which can serve the Company and its future development;
• as part of the profi les and skills’ diversifi cation, the Nominations Committee has concentrated its selection work on the aim of increasing the number of female Directors, independent Directors and international profi les.
The Board of Directors, upon Nominations Committee proposals, will submit to the approval of the Shareholders’ Meetings on May 11, 2017, the ratifi cation of the cooptation as Director of Ms. Jeanette WONG appointed on March 22, 2017 by the Board of Directors and the appointment of Mr. Laurent VACHEROT , President and Chief Operating Offi cer since December 6, 2016.
The renewal of the term of offi ces of Ms. Juliette FAVRE, Messrs. Philippe ALFROID, Yi HE and Hubert SAGNIÈRES, whose term expires at the close of the General Meeting on May 11, 2017, will be proposed for a new period of three years or until the completion date of the Contribution and subject to the approval of Resolution 20.
In this context, the Board proposes a set of six resolutions with regard to its composition.
Resolution 5 is intended to ratify the cooptation as Director of Ms. Jeanette WONG decided by the Board of Directors in its meeting of March 22, 2017. Ms. Jeanette WONG (see biography on page 12) replaced Mr. Benoît BAZIN for his remaining term of offi ce . We also mention, for the record, Jeanette WONG whose terms is proposed to be appointed has not signifi cant business relationships with the Company or its group.
Resolution 6 is intended to renew the terms of offi ce of Mr. Philippe ALFROID for three years (i.e. until the end of the Annual General Meeting to be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.
Resolution 7 is intended to renew the terms of offi ce of Ms. Juliette FAVRE for three years, (i.e. until the end of the Annual General Meeting to be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.
Resolution 8 is intended to renew the terms of offi ce of Mr. Yi HE for three years (i.e. until the end of the Annual General Meeting to
be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.
Resolution 9 is intended to renew the terms of offi ce of Mr. Hubert SAGNIÈRES for three years (i.e. until the end of the Annual General Meeting to be held in 2020) o r until the completion date of the contribution of the Luxottica shares to Essilor.
Resolution 10 is intended to appoint Mr. Laurent VACHEROT as new Director for a term of three years o r until the completion date of the contribution of the Luxottica shares to Essilor (see biography on page 14 ). Mr. Laurent VACHEROT was appointed by the meeting of the Board of Directors of December 6, 2016 as President & Chief Operating Offi cer .
Subject to the approval by the Shareholders’ G eneral M eeting on May 11, 2017 of these renewals and these appointments, the Board of Directors will consist of 15 members:
• 7 Board members will be independent within the meaning of the Corporate Governance AFEP-MEDEF Code which Essilor subscribes to, and the ratio of independent Directors will reach 63.6% under the rules of the Code;
• 6 women (i.e. 42.9% within the meaning of Article L.225-27-1 II of the French Commercial Code, which does not take into account the Director representing employees ); in 2017, the Board composition will comply with the law which requires balanced representation of men and women. This law provides a 40% minimum proportion of Directors of the same sex;
• 6 nationalities will be represented (American, Canadian, Chinese, French, German, and Singaporean).
Update in respect of the combination with Luxottica submitted to the approval under the resolutions 20 to 39:
Of note, subject to the completion of the contribution of the Luxottica shares to Essilor International (hereinafter referred as “Essilor ” or “the Company ”), covered by the twenty-second resolution,
• the term of offi ce of the Directors, whose renewal or appointments are proposed, will expire at the completion date of the contribution of the Luxottica shares to Essilor (“the Contribution”), subject to the approval of the twentieth resolution. The early expiration date will apply to all the D irectors ;
• the Board composition would be modifi ed at the completion date of the Contribution, subject to approval by the Shareholders’ G eneral M eeting of the resolutions 26 to 39.
As required by law, the complete list of the positions and functions held by the current Directors is included in chapter 2 “Corporate governance” in the 2016 Registration Document.
12 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
5 Fifth resolutionRatifi cation of the cooptation of Ms. Jeanette WONG as Director
Jeanette WONGAge: 57 Singaporean national Ms. Jeanette WONG also holds positions in the following
organizations:• Chairperson: DBS Bank Taiwan;• Board members: DBS Bank Limited (China), Singapore
International Arbitration Centre;• Member of the advisory boards of the NUS Business School
Management and member of the Global Advisory Board for the University of Chicago Booth School of Business;
• Member of the Securities Industry Council of the Monetary Authority of Singapore.
Ms. WONG will bring to the Board her extensive expertise in terms of fi nance as well as her knowledge on global markets and primarily on Asian market.
Ms. Jeanette WONG is DBS Group Executive responsible for Institutional Banking which encompasses Corporate Banking, Global Transaction Services, Strategic Advisory and Mergers & Acquisitions. Previously, she was Chief Financial Offi cer of DBS Group from 2003 to 2008.
Prior to joining DBS Bank, Jeanette WONG was at JP Morgan for 16 years (1986-2002). During her tenure at JP Morgan, she had regional responsibilities for the Global Markets and Emerging Markets Sales and Trading business in Asia and was also JP Morgan’s head for Singapore from 1997 to 2002.
Beforehand Ms. Jeanette WONG worked at Citibank fro m 1984 to 1986 and began her career in 1982 at Banque Paribas.
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings, decides
to ratify the cooptation of Ms. Jeanette WONG as Director as decided
by the Board meeting on March 22, 2017 as of that date and for
the remaining term of offi ce of her predecessor Mr. Benoît BAZIN,
to expire at the end of the Ordinary General Shareholders Meeting
to be called in 2018 to approve the fi nancial statements for the
year ended December 31, 2017 or at the completion date of the
contribution as referred to in the twenty-second resolution.
6 Sixth resolutionRenewal of the Director’s term of offi ce of Mr. Philippe ALFROID
Philippe ALFROIDAge: 71 French national • Director of Essilor since 1996
• Number of Essilor International shares held as of December 31, 2016: 252, 648
• Other positions and directorships in listed companies as of December 31, 2016: Directors of Eurogerm, Gemalto N.V. (Netherlands) and Wabtec Corporation (US)
Mr. ALFROID brings to the Board his very broad knowledge of the Company where he was Chief Financial Offi cer before becoming a senior manager.
Mr. Philippe ALFROID was Chief Operating Offi cer of Essilor until his retirement in June 2009. He began his career with PSDI (Project Software and Development Inc.) in Boston before joining the Essilor group in 1972. He has held executive positions in various operational departments, including contact lenses and frames. He was appointed Senior Vice Chairman, Business Analysis in 1987 and promoted to Chief Financial Offi cer in 1991. He was appointed Chief Executive Offi cer in 1996 (and became Chief Operating Offi cer in 2001).
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
noting that the Director’s term of offi ce of Mr. Philippe ALFROID
expires today, renews this term for a period of three years, to
expire at the end of the Ordinary General Shareholders Meeting
to be called in 2020 to approve the fi nancial statements for the
year ended December 31, 2019 or at the completion date of the
contribution as referred to in the twenty-second resolution.
132017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
7 Seventh resolutionRenewal of the Director’s term of offi ce of Ms. Juliette FAVRE
Juliette FAVREAge: 44French national • Director of Essilor since 2015
• Director representing employee shareholders• Member of the Audit and Risk Committee and member
of the Corporate Social Responsibility (CSR) Committee• Number of Essilor International shares held as of
December 31, 2016: 3,309• Other positions and directorships in listed companies
as of December 31, 2016: none
Ms. FAVRE contributes to the Board her deep familiarity with the Company and its manufacturing and sales operations. She has been proposed as a candidate by Valoptec Association. Her membership of the Board of Directors is a strong signal of the importance the Company attaches to employee share ownership.
Ms. Juliette FAVRE is head of the Lab 4.0 program of Satisloh (Essilor's Equipment Division) and President of Valoptec Association. She began her career at SEITA as engineer in the industrial sector. She joined Essilor in 2000 on the European distribution sector to manage organisation and support projects. In 2005, she joined the Research and Development Department as project manager in charge of New Products. In 2007, she was sent to Singapore to provide technological advisory to Asia-Pacifi c zone, then to Bangkok in 2009 in charge of Asia industrial engineering teams. In 2012, she was appointed as Industrial Director and returned to France to ensure industrial development of the Instruments Division and implement new service activities with high added value by developing the customer service and supply chain.
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
noting that the Director’s term of offi ce of Ms. Juliette FAVRE
expires today, renews this term for a period of three years, to
expire at the end of the Ordinary General Shareholders Meeting
to be called in 2020 to approve the fi nancial statements for the
year ended December 31, 2019 or at the completion date of the
contribution as referred to in the twenty-second resolution.
8 Eighth resolutionRenewal of the Director’s term of offi ce of Mr. Yi HE
Yi HEAge: 63 Chinese national • Director of Essilor since January 27, 2010
• Director representing employee shareholders• Number of Essilor International shares held as of December 31,
2016: 25,249• Other positions and directorships in listed companies as of
December 31, 2016: Sun Art Retail Group Ltd (China)
Mr . Yi HE brings to the Board his experience and knowledge of the ophthalmic industry in Asia.
Mr. Yi HE is a Board member of Valoptec Association. S ince September 2010, he has been President of Essilor (China) Holding Company. After studying Management and Strategy at École des Hautes Études Commerciales, he joined in 1991 the Danone group as Chief Executive Offi cer of the Shanghai subsidiary. He joined the Essilor group in 1996 as Chief Executive Offi cer of Shanghai Essilor Optical Company Ltd (China).
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
noting that the Director’s term of offi ce of Mr. Yi HE expires today,
renews this term for a period of three years, to expire at the end of
the Ordinary General Shareholders Meeting to be called in 2020 to
approve the fi nancial statements for the year ended December 31,
2019 or at the completion date of the contribution as referred to in
the twenty-second resolution.
14 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
9 Ninth resolutionRenewal of the Director’s term of offi ce of Mr. Hubert SAGNIÈRES
Hubert SAGNIÈRESAge: 61 French and Canadian national
• Director of Essilor since May 14, 2008• Number of Essilor International shares held as of December 31,
2016: 293,115• Other positions and directorships in listed companies as of
December 31, 2016: none
Mr. Hubert SAGNIÈRES has been Chairman and Chief Executive Offi cer of Essilor since January 2, 2012.
He joined Essilor in 1989 as President of International Marketing. He served as President of Essilor Canada from 1991 to 1996, then President of Essilor Laboratories of America and President of Essilor of America, a position he held until 2005. From 2006 to 2009, he was President of Essilor Europe and North America before being named Chief Operating Offi cer in August 2008, then Chief Executive Offi cer from January 1, 2010 to January 2, 2012.
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
noting that the Director’s term of offi ce of Mr. Hubert SAGNIÈRES
expires today, renews this term for a period of three years, to
expire at the end of the Ordinary General Shareholders Meeting
to be called in 2020 to approve the fi nancial statements for the
year ended December 31, 2019 or at the completion date of the
contribution as referred to in the twenty-second resolution.
10 Tenth resolutionAppointment of Mr. Laurent VACHEROT as a new Director
Laurent VACHEROTAge: 60French and Canadian national
• Number of Essilor International shares held as of December 31, 2016: 207, 316
• Other positions and directorships in listed companies as of December 31, 2016: none
Mr. VACHEROT will bring to the Board his extensive expertise and knowledge acquired through his various experience within Essilor group since 1991.
After having served as Chief Operating Offi cer since 2010, Mr. Laurent VACHEROT was appointed as President & Chief Operating Offi cer on December 6, 2016.
He joined Essilor in 1991 as S enior Vice President, Business Analysis . He was President of Essilor Canada (1998-2005) and then of Essilor of America (2005-2007) before taking on the role of Chief Financial Offi cer in 2007. After being appointed Chief Operating Offi cer of Essilor in 2010, he was made responsible for Information & Technology Department and Investor Relations, as well as for operations in Latin America. The Equipment and Instrument Divisions were added to his remit in 2011. Mr. VACHEROT is a graduate of the French engineering school “Ecole Nationale Supérieure des Télécommunications de Paris”.
The General Meeting , having fulfi lled the quorum and majority
requirements for voting at Ordinary General Meetings and having
read the Board of Directors’ report, decide to appoint Mr. Laurent
VACHEROT as a Director for a period of three years, expiring at the
close of the Shareholders’ Meeting to be held in 2020 to approve
the fi nancial statements for the year ending December 31, 2019
or at the completion date of the contribution as referred to in the
twenty-second resolution.
152017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
11 Eleventh resolutionApproval of the undertakings referred to in Article L.225-42-1 of the French C ommercial C ode relating to the
severance payment granted to Mr. Hubert SAGNIÈRES, Chairman and CEO, in some cases of the termination of his
employment contract
Under Resolution 11, the shareholders are requested, subject to the renewal of the Director’s term of offi ce of Mr. Hubert SAGNIÈRES, by this General Meeting and the term of offi ce of Chairman and Chief Executive Offi cer by the Board of Directors to be held at the end of this General Meeting, after having reviewed the Statutory Auditor’s special report and in accordance with Article L. 225-42-1 of the French Commercial Code , to approve the severance payment due to Mr. Hubert SAGNIÈRES in certain cases of the termination of his employment contract (as per the AFEP-MEDEF Code, the severance payment will be due only in the event that his contract is terminated by the Company other than for serious or gross misconduct or when he reaches normal retirement age ).
Although Mr. Hubert SAGNIÈRES is not entitled any compensation for loss of offi ce in the event that his appointment as Chairman and Chief Executive Offi cer is terminated, his employment contract with the
Company, which is currently suspended, includes a clause inserted many years before he became a corporate offi cer, guaranteeing him an amount equivalent to two year’s contractual compensation in the event that his contract is terminated by the Company .
As the fulfi llment of the performance conditions to be met in order to receive this severance payment exceeding those due in compliance with law and collective agreement will be assessed based on the achievement of targets that are fi xed for Mr. Hubert SAGNIÈRES in his capacity as Chairman and Chief Executive Offi cer, Essilor has decided to submit the severance payment to the Shareholder’s Meeting for approval.
The conditions to be met for the severance payment to be made are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document and in the Statutory Auditors’ special report.
The General Meeting, having fulfi lled the quorum and majority
requirements for voting at o rdinary g eneral m eetings and having
read the Board of Directors’ report and the Statutory Auditors’
special report on related-party agreements and commitments,
in accordance with the provisions of Article L. 225-42-1 of the
French Commercial Code, approve the commitments falling within
the scope of said Article relating to the severance payment that
may be payable to Mr. Hubert SAGNIÈRES in the event that his
employment contract is terminated under certain conditions.
This resolution is adopted provided the condition precedent for
the renewal of Mr. Hubert SAGNIÈRES’ term of offi ce as Chief
Executive Offi cer by the Board of Directors, the next session of
which is to be held after this General Meeting.
12 Twelfth resolutionApproval of the undertakings referred to in Article L. 225-42-1 of the French Commercial Code relating to the
severance payment granted to Mr. Laurent VACHEROT, President & Chief Operating Offi cer, in the event that his
employment contract is terminated under certain conditions
Under Resolution 12, shareholders are requested, after having read the Board of Directors’ report and the Statutory Auditors’ special report and in accordance with Article L. 225-42-1 of the French Commercial Code, to approve the severance payment that may be payable to Mr. Laurent VACHEROT in the event that his employment contract is terminated under certain conditions (in accordance with the AFEP-MEDEF Code as amended in November 2016, the severance payment will not be due in the event that he i) elects to leave the C ompany, ii) is assigned to another position within the Group, or iii) is entitled to the payment of retirement benefi ts).
Although Mr. Laurent VACHEROT is not entitled to any termination benefi ts in the event of the termination of his corporate offi ce, under his employment contract which is currently suspended, he is eligible for a clause that was agreed upon at the time of his appointment as President & Chief Operating Offi cer, which guarantees him the payment of a maximum gross amount of two
years of contractual remuneration, only in the event of termination of his employment contract by the Company (excluding serious or gross misconduct, resignation, voluntary or forced retirement or termination by mutual consent).
As the fulfi llment of the performance conditions to be met in order to receive this contractual severance payment, exceeding those due in compliance with law and collective agreement, will be assessed based on the achievement of targets that are fi xed for Mr. Laurent VACHEROT in his capacity as President & Chief Operating Offi cer, Essilor has decided to submit the severance payment to the Shareholders’ Meeting for approval.
The conditions to be met for the severance payment to be made are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document and in the Statutory Auditors’ special report.
16 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Resolutions 13 to 15Compensation of executive directors (“Say on Pay”)
Resolution 13 seeks the opinion of the shareholders on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman and Chief Executive Offi cer, in respect of 2016 fi scal year .
This vote is required in accordance with the recommendations of the AFEP-MEDEF Code of November 2016 (Article 26-2), to which the Company refers pursuant to Article L.225-37 of the French Commercial Code.
These components are set out in the form of a table prepared in accordance with the recommendations of the Application Guide for the AFEP-MEDEF Code issued by the High Committee for Corporate Governance (Haut Comité de gouvernement d'entreprise).
Details of all compensation can be found in the 2016 Registration Document in Chapter 2: “Corporate governance” (Section 2.3, “Compensation and benefi ts”).
Resolution 14 seeks the opinion of the shareholders on the compensation components due or awarded to Mr. Laurent VACHEROT for the period of his corporate offi ce as Chief Operating Offi cer (from December 6, 2016).
Resolution 15 seeks to submit the compensation policy to the approval of the Shareholders' Meeting, pursuant to the so-called Sapin 2 Act applicable to the Executive Directors, Messrs Hubert SAGNIÈRES and Laurent VACHEROT.
The General Meeting , having fulfi lled the quorum and majority
requirements for voting at o rdinary g eneral m eetings and having
read the Board of Directors’ report and the Statutory Auditors’
special report on related-party agreements and commitments, in
accordance with the provisions of Article L. 225-42-1 of the French
Commercial Code, approve the commitments falling within the
scope of said Article relating to the severance payment that may
be payable to Mr. Laurent VACHEROT, President & Chief Operating
Offi cer, in the event that his employment contract is terminated
under certain conditions, as set out in said reports.
13 Thirteenth resolutionAdvisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman of the Board
and Chief Executive Offi cer, in respect of the 2016 fi nancial year
The General Meeting , after a reading of the terms of Article 26 of
the AFEP-MEDEF Code, deliberating with the quorum and majority
required for o rdinary s hareholders' m eetings, issues a favorable
opinion on the compensation due or awarded in respect of 2016 fi scal
year to Mr. Hubert SAGNIÈRES , Chairman of the Board of Directors and
Chief Executive Offi cer, as shown in Chapter 2, section 2.3 of the 2016
Registration Document and reproduced in the following table .
172017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Elements of compensation Amount Comments
Fixed compensation €800,000 Gross annual fi xed compensation with eff ect from January 2, 2012, as decided by the meeting of the Board of Directors of November 24, 2011 on the recommendation of the Executive Offi cers and Remuneration Committee. The amount remains unchanged since 2012.
Variable compensation €960,000 At its February 16, 2017 meeting of the Board of Directors, on the recommendation of the Executive Offi cers and Remuneration Committee and after approval of the fi nancial items by the Audit and Risk Committee, assessed the variable compensation payable to Mr. Hubert SAGNIÈRES in respect of the 2016 fi scal year.Given the quantitative and qualitative criteria approved by the Board meeting of February 18, 2016 and the achievements recorded as of December 31, 2016, the amount of the variable component was assessed as follows:• in respect of quantitative criteria:
– restated net EPS, 220% of target achieved, – organic growth, 0% of target achieved, – growth through organic acquisition, 180% of target achieved;
• in respect of qualitative criteria: it was the Board’s view that Mr. Hubert SAGNIÈRES had met 180% of the personal targets set by the Board, i.e. the organization of the Group’s management, the correct operation and cohesion of the new formed Board of Directors, the fi nalization of a strategic acquisition, the strengthening of internal control to support the growth of the Group.
Consequently, the amount of Mr. Hubert SAGNIÈRES’ variable compensation for 2016 was approved at €960,000, i.e., 120% of his annual fi xed compensation for 2016.Details of these criteria, their respective weighting and their assessment scales are provided in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.
Deferred variable compensation N/A Mr. Hubert SAGNIÈRES does not benefi t from any deferred variable compensation.
Multi-year variable compensation N/A Mr. Hubert SAGNIÈRES does not benefi t from any multi-year variable compensation.
Directors’ fees N/A Mr. Hubert SAGNIÈRES does not receive any Directors’ fees.
Special compensation N/A Mr. Hubert SAGNIÈRES does not benefi t from any special compensation.
Award of stock subscription and share purchase options
N/A Mr. Hubert SAGNIÈRES does not benefi t from stock options.
Award of performance shares Number: 35,000; accounting valuation: €2,202,900
At its September 22, 2016, meeting, the Board of Directors, in accordance with the authorization accorded it by the 14th resolution of the General Meeting of May 5, 2015 and on the recommendation of the Executive Offi cers and Remuneration Committee, awarded a maximum number of 35,000 performance shares to Mr. Hubert SAGNIÈRES, valued at €2,202,900 according to the method used for the consolidated fi nancial statements, i.e., 2.2% of the total number of shares awarded (the sum of the performance shares and the performance options awarded) and 0.016% of share capital at December 31, 2016.During 2016, 45,000 shares from previous award plans became available to Mr. Hubert SAGNIÈRES; provided he adheres to the specifi c lock-up conditions that apply to Executive Board Directors.The rules governing awards to Executive Board Directors, the vesting conditions and the lock-up conditions for such shares are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.
18 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Elements of compensation Amount Comments
Sign-on bonus N/A Mr. Hubert SAGNIÈRES has not received any sign-on bonus.
Severance payment No payment Under a clause in his employment contract which is suspended during his term of offi ce as an Executive Board Director, Mr. Hubert SAGNIÈRES is entitled to a severance payment of a maximum of €2,259,000, comprised of:• €922,425 in respect of benefi ts payable under French Law and the
applicable collective bargaining agreement;• €1,336,575 in supplementary benefi ts which are wholly subject to
performance conditions.In accordance with the procedure regarding related-party agreements and commitments, this benefi t obligation was authorized by the Board on March 4, 2009, with this authorization reiterated on March 3, 2010, and ratifi ed at the Shareholders’ Meeting of May 5, 2011 (4th resolution) and submitted to the approval of the Shareholders' M eeting in 2017 (11 th resolution).Details of the terms of the award of this benefi t are provided in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.
Non-compete payment N/A Mr. Hubert SAGNIÈRES does not benefi t from any non-compete payment.
Supplementary pension plan No payment Mr. Hubert SAGNIÈRES is eligible for the defi ned benefi t supplementary pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.In accordance with the procedure regarding related-party agreements and commitments, this benefi t obligation was authorized by the Board on November 26, 2009 and ratifi ed at the Shareholders’ Meeting of May 11, 2010 (5th resolution).By way of example, if the calculation were made on the basis of the reference compensation (fi xed + variable) for the last fi scal year, the annual pension provided by this plan would amount to 25% of the average total compensation (fi xed + variable) actually paid to Mr. Hubert SAGNIÈRES during the 2014, 2015 and 2016 fi scal years (see Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document).
Group death/disability and health insurance plans and defi ned contribution pension plan
No payment Mr. Hubert SAGNIÈRES is eligible for the Group death/ disability and health insurance plans and the defi ned contribution pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.
Benefi ts in kind €7,514 Mr. Hubert SAGNIÈRES is covered by an unemployment insurance plan for which the Company paid a premium of €7,514 in 2016.
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5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
14 Fourteenth resolutionAdvisory vote on the compensation components due or awarded to Mr. Laurent VACHEROT, President & Chief
Operating Offi cer
The General Meeting , after a reading of the terms of Article 26 of
the AFEP-MEDEF Code, deliberating with the quorum and majority
required for o rdinary s hareholders' m eetings, issues a favorable
opinion on the compensation due or awarded in respect of 2016 fi scal
year to Mr. Laurent VACHEROT, President and Chief Operating Offi cer,
as shown in Chapter 2, section 2.3 of the 2016 Registration Document
and reproduced below.
Elements of compensation Amount Comments
Fixed compensation €46,301 Gross fi xed compensation paid as from December 6, 2016 in respect of Mr. Laurent VACHEROT’s corporate offi ce, corresponding to annual fi xed compensation of €650,000, approved by the Board of Directors at its meeting of December 6, 2016 on the recommendation of the Executive Offi cers and Remuneration Committee.
Variable compensation €55,661 At its February 16, 2017, meeting, the Board of Directors, on the recommendation of the Executive Offi cers and Remuneration Committee and following approval of the fi nancial materials by the Audit and Risks Committee, determined the amount of variable compensation due to Mr. Laurent VACHEROT in accordance with his term of offi ce for 2016, i.e., for the period from December 6 to December 31, 2016.Based on the achievement of the targets set for fi scal 2016, the amount of the variable compensation of Mr. Laurent VACHEROT for the period of his corporate offi ce in 2016 was established at €55,561, representing 120% of his fi xed annual compensation for his corporate position in 2016.Details of these criteria, their respective weighting and their assessment scales are provided in Chapter 2, Section 2.3, “Compensation and benefi ts”
of the 2016 Registration Document.
Deferred variable compensation N/A Mr. Laurent VACHEROT does not benefi t from any deferred variable compensation.
Multi-year variable compensation N/A Mr. Laurent VACHEROT does not benefi t from any multi-year variable compensation.
Directors’ fees N/A Mr. Laurent VACHEROT does not receive any Directors’ fees.
Special compensation N/A Mr. Laurent VACHEROT has not benefi t from any special compensation.
Award of stock subscription and share purchase options
N/A Mr. Laurent VACHEROT does not benefi t from stock options.
Award of performance shares Number: 32,005; and accounting valuation: €1,914,219
In fi scal 2016, Mr. Laurent VACHEROT benefi ted from a performance share award prior to his appointment as Chief Operating Offi cer.At its September 22, 2016 meeting, the Board of Directors, in accordance with the authorization accorded it by the 14th resolution of the General Meeting of May 5, 2015, awarded a maximum number of 32,005 performance shares to Mr. Laurent VACHEROT, valued at €1,914,219 according to the method used for the consolidated fi nancial statements, i.e., 2.1% of the total number of shares awarded (the sum of the performance shares and the performance options awarded) and 0.015% of share capital at December 31, 2016.In 2016, a total of 54,985 shares issued under previous share plans became available to Mr. Laurent VACHEROT .The rules governing awards to Executive Board Directors, the vesting conditions and the lock-up conditions for such shares are set out in Chapter 2, Section 2.3, “Compensation and benefi ts” of the 2016 Registration Document.
20 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Elements of compensation Amount Comments
Sign-on bonus N/A Mr. Laurent VACHEROT has not received any sign-on bonus.
Severance payment No payment Under a clause in his employment contract which is suspended during his term of offi ce as an Executive Board Director, Mr. Laurent VACHEROT is entitled to a severance payment of a maximum of €2,636,000.• €1,340 ,699 in respect of benefi ts payable under French law and the
applicable collective bargaining agreement;• €1,295,301 in supplementary benefi ts which are wholly subject to
performance conditions.The Board of Directors’ decision on the termination benefi t is subject to the approval of the shareholders at this Shareholders’ Meeting (12 th resolution).
Non-compete payment N/A Mr. Laurent VACHEROT does not benefi t from any non-compete payment.
Supplementary pension plan No payment Mr. Laurent VACHEROT is eligible for the defi ned benefi t supplementary pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.In accordance with the procedure regarding related-party agreements and commitments, this benefi t obligation was authorized by the Board on December 6, 2016 and is submitted for the approval of the shareholders at the Shareholders’ Meeting of May 11, 2017 (4th resolution).By way of example, if the calculation were made on the basis of the reference compensation (fi xed + variable) for the last fi scal year, the annual pension provided by this plan would amount to 25% of the average total compensation (fi xed + variable) actually paid to Mr. Laurent VACHEROT during the 2014, 2015 and 2016 fi scal years (see Chapter 2, Section 2.3,
“Compensation and benefi ts” of the 2016 Registration Document).
Group death/disability and health insurance plans and defi ned contribution pension plan
No payment Mr. Laurent VACHEROT is eligible for the Group death/disability and health insurance plans and the defi ned contribution pension plan set up by the Company under the same terms and conditions as those applicable to the category of employees to which he belongs in terms of setting employee benefi ts and other ancillary items of his compensation.
Company car €610 From December 6 to 31, Laurent VACHEROT benefi ted from a company car, valued as a benefi t in kind at €610.33, corresponding to an annual benefi t of €7,324.
15 Fifteenth resolutionApproval of the compensation policy applicable to the Executive Board O ffi cers
Pursuant to Article L.225-37-2 of the French Commercial Code, the Board of Directors submits for approval of the Shareholders’ Meeting the principles and criteria for the determination, distribution and award of the fi xed, variable and exceptional components making up total compensation and benefi ts of any kind attributable to the Executive Offi cer for the performance of their duties for the 2017 fi scal year, representing the compensation policy applicable to them.
These principles and criteria approved by the Board of Directors on the recommendation of the Executive Offi cers and Remuneration Committee are set out in the report scheduled by the above article and appear in chapter 2, Section 2.3 of the 2016 Registration Document. Pursuant to Article L.225-100 of the French Commercial Code, the amounts resulting from the implementation of these principles and criteria will be submitted to the approval of shareholders at the meeting convened to approve the fi nancial statements for fi scal 2017.
The General Meeting, acting pursuant to the quorum and majority
conditions for ordinary general meetings, and having reviewed the
report scheduled in Article L.225-37-2 of the French Commercial
Code, approves the principles and criteria for the determination,
distribution and award of the fi xed, variable and exceptional
components making up total compensation and benefi ts of any
kind presented in the afore-mentioned report which may be
awarded to the Executive Offi cers, pursuant to their term of offi ce.
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5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
16 Sixteenth resolutionIncrease of the Directors’ fees
The purpose of Resolution 16 is to obtain shareholder approval for an increase in the total attendance fees to be paid to the Board of Directors to €880,000. Since May 5, 2015, the total fees have been set at €750,000.
In 2016, the actual fees paid to Directors were amounted € 676,013.19. The method used by the Board to allocate fees among its members primarily rewards regular attendance at meetings of the Board and its committees, and also recognises the responsibilities associated with the position of C hairman of a Board committee.
This increase has been proposed to take into account the growing workload of the D irectors to prepare the Board and C ommittees ‘meetings; this increase is also proposed as part of the internationalisation of the Board composition over the last past years.
Based on a survey conducted by an independent consulting fi rm, the 2015 average fee per D irector paid by the CAC40 (French stock market index) companies is equal to €82,154 (2016 Board index - Spencer Stuart report); this amount is approximately 42.70% above the amount paid by Essilor over the same period.
Subject to the approval of this resolution, the estimated annual average amount would be for a full year equal to €54,000.
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings, fi xes the
total amount for Directors’ fees to be paid to the Board of Directors
in the 2017 fi nancial year and each of the following fi nancial years,
until the amount is modifi ed by a decision of a later General Meeting,
at eight hundred and eighty thousand (880,000) e uros.
17 Seventeenth resolutionBoard authorization to proceed with the purchase of the Company’s own ordinary shares
The purpose of Resolution 17 is to authorise the Company to buy back its own ordinary shares on the market for the purposes allowed under European regulations and the AMF (such as the delivery of shares awarded to employees, the cancellation of shares to counteract the dilutive eff ect of capital increases for Company Savings Plan members, the award of share subscription options and performance shares to Company employees and the use of shares in exchange for or in payment of external growth transactions). The share buyback authorisation may be implemented at any time, except during public purchase off erings, subject to the following conditions:
Conditions of the authoriz ation:
• ceiling: 10% of the number of shares constituting the Company’s capital at the date of the purchase;
• maximum price: €145;• period: 18 months.
Previous uses:
In 2016, 299,490 shares, representing 0.13% of the capital, were bought back at an average gross price of €102.06 to cover employee share-based payment plans and no shares were sold.
Anticipated use:
Although the Board of Directors wants to remain free to use this proposed authorisation in future for uses that have not been identified at this stage in line with the objectives presented above, it is not anticipated to use this buyback program for any use other than to cover stock options and performance shares grants to employees or executive offi cers of the Group.
The General Meeting, having fulfi lled the required conditions for
quorum and majority voting for ordinary general meetings and
having heard the report of the Board of Directors, authorises the
Board of Directors, in accordance with the provisions of Articles
L.225-209 and subsequent of the French Commercial Code, to
proceed with the purchase of ordinary shares of the Company
representing up to 10% of the number of shares in the Company’s
capital on the purchase date, with the understanding that the
Company may under no circumstances hold more than 10% of its
own capital.
The General Meeting resolves that these purchases may be carried
out for the following purposes:
• awarding or transferring them to employees and offi ce
holders of the Group and its associated companies, subject
to the conditions and methods set out in French and foreign
laws, in particular in the context of participation in the fruit
of the Company’s expansion, awards of free shares, and any
employee shareholding plans;
22 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
• cancellation to reduce the Company’s capital (in particular,
to compensate for the dilutive eff ect resulting from the
award of free performance shares, the exercise of share
subscription options by staff and managers of the Group,
and from increases of capital reserved for employees);
• cover for debt securities that can be converted into or
exchanged for Company shares by purchasing shares for
delivery (in the event of delivery of existing securities when
conversion rights are exercised) or by purchasing shares for
cancellation (in the event of the creation of new securities
when conversion rights are exercised);
• supporting the share price within a liquidity contract
in accordance with the delegated european regulation
2016/1052 of March 8, 2016 supplementing Regulation
(EU) No 596/2014 of the European Parliament and of the
Council with regard to regulatory technical standards for
the conditions applicable to buy-back programmes and
stabilisation measures;
• ultimately swapping or using them as payment in the context
of external growth transactions, up to 5% of the capital;
• implementing any accepted market practice recognised by
the regulations or the AMF or for any objective permitted in
compliance with applicable law.
The General Meeting resolves to fi x the maximum purchase price
per ordinary share at €145 (excluding any purchase fees).
The previously stated share price and number are subject to
adjustments as a result of any possible transactions in connection
with the Company’s capital.
The General Meeting resolves that the purchase, disposal or
transfer of shares may be paid for and eff ected by any means and,
in particular, on any regulated, free, or OTC market and on any
multilateral trading system (including by simple repurchase, by
fi nancial instruments or derivatives, or by putting in place option
strategies). These transactions may also take the form of blocks
of securities which achieve the entire share repurchase program.
This authorisation is granted for a maximum period of eighteen
(18) months from this day, specifying, for the record that it cannot
be used fully or partially during periods of public off erings relating
to the Company’s shares.
All necessary powers are therefore granted to the Board of
Directors, who may delegate to the Chief Executive Offi cer or, with
approval of the latter, to the Chief Operating Offi cers, as the case
may be, to eff ect this resolution including to fi nalise any programs,
send orders to the Stock Exchange, conclude agreements, make
any statements and complete any formalities with the AMF and
any organs indicated by the authorities, or generally, do whatever
is necessary.
Extraordinary Resolutions
Resolutions 18 and 19The purpose: associate employees with the performance of your Company, align the interests of employees with those of
other shareholders.
Throughout its history, Essilor has sought to involve all Group employees in its development by enabling them to become shareholders of the Group.
This policy is a fundamental element of the culture of Essilor and a key factor of its performance since its origins. Indeed, it makes it possible to align the interests of employees with those of other shareholders and is the source of employees’ sense of belonging to the group and their adherence to the strategy. This association of employees through multiple mechanisms and in particular the capital increase reserved for members of a Company Savings Plan (“PEE”) constitutes an element at the heart of the governance of Essilor International favorable to the competitiveness of your Company.
As part of this policy for the association of employees with the capital of Essilor, R esolutions 18 and 19 seek respectively to authorize capital increases reserved for members of a C ompany S avings P lan and to propose the subscription of shares to employees or certain categories of employees of foreign subsidiaries, in the limit of 1.5% of the capital.
Resolution 18 allows employees who are members of a Company Savings Plan to subscribe, in particular via monthly deductions from their pay, to a capital increase carried out at the end of the year. The capital increase in this framework represents 0.15% as of December 31, 2016.
The shares subscribed must be kept for a minimum period of fi ve years or seven years pursuant to the plans (except in the cases of early release specifi ed in the regulations).
The participation rate of employees in France in the Company Savings Plan reaches 90.4% (1), and the average subscription represents 9.59% of the gross annual remuneration received. These fi gures attest to the commitment and confi dence of employees in the future of Essilor.
Resolution 19 proposes to associate the employees of the Essilor Group companies, whose head offi ce is abroad, with the performance of your Company, align the interests of these employees with those of other shareholders, under conditions similar to the operations
(1) Change in method of calculation.
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5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
that can be carried out on the basis of the 18th resolution. This 18 - month resolution would allow the subscription of shares to employees or categories of employees of the Essilor Group outside France by adapting the terms of the off er to the extent that the PEE mechanism and all the conditions imposed by the French Labor Code do not require the benefi t of a tax and/or social preferential treatment for employees outside France.
The aggregate amount of capital increases likely to be performed under the 18th and 19th resolutions shall not exceed the maximum amount of 1.5% of the share capital which constitutes a ceiling common to the both resolutions.
At December 31, 2016, active employees held 3.9% of Essilor International’s capital (out of a total of 8.2% for “internal” shareholders, which also includes retired employees and former employees of Essilor)
18 Eighteenth resolutionDelegation of power granted to the Board of Directors for the purposes of deciding a capital increase by issuance
of shares reserved for members of a Company Savings Plan (French Plans d’Epargne d’Entreprise or “PEE”),
with cancellation of preferential subscription rights of shareholders
The Shareholders’ Meeting, deliberating in accordance with the
quorum and majority requirements for e xtraordinary g eneral
m eetings, having considered the report of the Board of Directors
and the report of the Statutory Auditors and deliberating in
accordance with Articles L. 225-129 and L. 225-138-1 of the French
Commercial Code and A rticles L. 3332-18 et seq. of the French
Labor Code:
• delegates to the Board of Directors the power to decide the
capital increase of the Company, on one or more occasions,
at its sole discretion, by issuing new shares to be paid up
in cash and, if applicable, securities giving access to the
share capital under the conditions set by law, reserved
for employees, and eligible corporate offi cers and former
employees, who are members of a Company Savings Plan;
• decides to cancel the preferential subscription right of the
shareholders for the benefi t of the following benefi ciaries;
• decides that the benefi ciaries of the capital increases
currently authorized will be employees, and eligible
corporate offi cers and former employees of Essilor
International or French and foreign companies that are
related to it within the meaning of Article L. 225-180 of the
French Commercial Code and L. 3344-1 of the French Labor
Code, who are members of a Company Savings Plan and who
fulfi ll any conditions set, if any, by the Board of Directors;
• decides that the maximum number of shares of the
Company that may be issued on the basis of this resolution
may not exceed 1.5% of the Company’s share capital, which
limit is assessed at the time of the decision of the Board
of Directors of the Company to proceed with a capital
increase, provided that the aggregate amount of capital
increases likely to be performed under this resolution and
the 19 th resolution shall not exceed the maximum amount
of 1.5% of the share capital which is a ceiling set in both the
18th and 19th resolutions;
• decides that the subscription price for shares to be paid
by the benefi ciaries referred to above pursuant to this
delegation cannot be more than 20% below the average of
the fi rst quoted prices of the share on the Euronext Paris
market during the twenty trading sessions preceding the day
of the decision fi xing the opening date of the subscription,
nor greater than this average;
• decides, pursuant to Article L. 3332-21 of the French Labor
Code, that the Board of Directors may provide for the
allocation, to the above-mentioned benefi ciaries, free of
charge, of shares to be issued or already issued, in respect
of the contribution that could be paid pursuant to the
Company Savings Plan regulation(s), and/or the discount,
provided that taking into account their equivalent pecuniary
value, assessed at the subscription price, does not have the
eff ect of exceeding the limits provided for in A rticles L. 3332-
11 and L. 3332-19 of the French Labor Code;
• decides that the Board of Directors shall have full powers,
with the power to sub-delegate to its Chief Executive Offi cer
to implement this delegation, in particular:
– determine the conditions to be fulfi lled by the benefi ciaries
of the new shares resulting from the capital increases
referred to in this resolution,
– determine the terms of the issue,
– decide the amount to be issued, the issue price, the dates
and the terms and conditions of each issue, including
whether the shares will be subscribed directly or via a fonds
commun de placement (French Company Savings Plan ) or
through another entity in accordance with the legislation in
force,
– decide and set the terms and conditions for the allocation of
free shares or other securities giving access to the capital,
pursuant to the authorization granted by the General
Meeting,
– set the period allocated to subscribers for the release of
their securities,
– state the date, even retroactive, from which the new shares
will bear right to dividends,
24 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
– formally record or have others formally record the
realization of the capital increase up to the amount of the
shares that will actually be subscribed,
– at its own initiative, charge the costs of the capital increases
to the amount of the premiums relating to these increases
and deduct from this amount the sums necessary to bring
the legal reserve to one-tenth of the new capital after each
increase and, in the event of the issuance of new shares
granted free of charge in respect of the contribution and/or
the discount, if appropriate, debit to the charge any amounts
required to pay up said shares against reserves, profi ts, or
share premium,
– in general, to take all measures necessary for the completion
of the capital increases, to carry out the formalities
subsequent thereto and to amend the bylaws consequential
to such capital increases;
• decides that this delegation shall replace the authorization
given by the G eneral M eeting of May 11, 2016 in its
12 th resolution.
The delegation thus granted to the Board of Directors is valid for
a period of twenty-six (26) months from the date of this General
Meeting.
19 Ninet e enth resolutionDelegation of power granted to the Board of Directors for the purposes of deciding a capital increase reserved
for the benefi t of employees or certain categories of employees of foreign subsidiaries, with the cancellation of
shareholders’ preferential subscription rights, in the context of an employee shareholding transaction
The General Meeting, having fulfi lled the quorum and majority
requirements for e xtraordinary g eneral m eetings, having considered
the report of the Board of Directors and the special report of the
Statutory Auditors, in accordance with the provisions of Articles
L. 225-129 -2 and L. 225-138 of the French Commercial Code:
• delegates to the Board of Directors its power to decide on the
undertaking of Company share capital increases, in one or
more installments, according to the proportions and at the
times it sees fi t, through the issuance of shares from which
the preferential subscription right of shareholders has
been removed, for the benefi t of categories of benefi ciaries
defi ned hereafter;
• decides to remove the preferential subscription right of
shareholders associated with the shares or securities giving
access to the Company’s share capital issued under this
delegation of power and to reserve the right to subscribe
such shares to categories of benefi ciaries with the following
characteristics: (i) employees and corporate offi cers of the
companies related to the Company under the conditions set
forth in Article L. 225-180 of the French Commercial Code
and in Article L. 3341-1 of the French Labor Code and with
corporate headquarters located outside of France; and/
or (ii) employee shareholding OPCVMs (Organismes de
Placement Collectif en Valeurs Mobilières) or other vehicles
under French or foreign law, irrespective of whether or not
they are corporate entities, invested in Company securities,
the unit holders or shareholders of which will be composed
of the persons referred to in (i);
• decides that the issue price of the new shares to be issued
pursuant to this delegation will be set (i) on the basis of an
average of the prices quoted on the Euronext Paris market
for the twenty trading sessions preceding the decision of
the Board of Directors, or the Chief Executive Offi cer, setting
the opening date for the subscription, with a maximum
discount of 20%, and/or (ii) the same price decided on the
basis of the 18th resolution in the event of a concomitant
transaction, and/or (iii) in accordance with the procedures
for determining the share subscription price of the Company,
taking into account the specifi c arrangements for an off er of
shares in the Company that would be made in the context of
a shareholding scheme governed by foreign law;
• decides that the maximum number of shares of the Company
that may be issued on the basis of this resolution may not
exceed 1.5% of the Company’s share capital, which limit is
assessed at the time of the decision of the Board of Directors
of the Company to proceed with a capital increase, provided
that the aggregate amount of capital increases likely to be
performed under this resolution and the 18th resolution
shall not exceed the maximum amount of 1.5% of the share
capital which constitutes a ceiling common to the 18 th and
19 th resolutions;
• decides that the Board of Directors may provide for the
allocation to the above benefi ciaries, free of charge, of shares
to be issued in substitution for a matching mechanism,
in proportion to the subscription of the benefi ciaries and
which may represent an amount equal to this one, and/or in
respect of the discount mentioned above,
• decides that the Board of Directors will have all powers,
along with the power to sub-delegate under the conditions
set forth by law, to use this delegation one or more times, in
particular for the purposes of:
– listing all benefi ciaries, within one or more categories of
benefi ciaries defi ned above, or the categories of employees
benefi ting from each issue and the number of shares to be
subscribed by each of them,
– determining the subscription formulae and subscription
terms and conditions that will be off ered to employees in
each country concerned while taking into account local
legal restrictions, and selecting the countries retained
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5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
among those where the Group has subsidiaries as well as
those said subsidiaries whose employees can participate in
the transaction,
– deciding on the maximum number of shares to be issued,
within the limits set by this resolution and recording the
fi nal amount of each capital increase and amend the by-
laws accordingly,
– setting the dates and all other terms and conditions
applicable to this type of capital increase under the
conditions provided for by law,
– charging the costs of such capital increase to the amount
of the related premiums and to deduct from this amount
the sums necessary to bring the legal reserve to one-tenth
of the new amount of the share capital resulting from such
an increase and, in the event of the issuance of new shares
granted free of charge in respect of the contribution and/or
the discount, if appropriate, debit to the charge any amounts
required to pay up said shares against reserves, profi ts, or
share premium,
– in general, carrying out all acts and formalities, taking
all decisions and concluding all useful or necessary
agreements to achieve the successful completion of the
issuances carried out pursuant to this delegation and to
confi rm the completion of the capital increase pursuant to
this delegation and amend the by-laws accordingly.
The delegation thus granted to the Board of Directors is valid for
a period of eighteen (18) months from the date of this General
Meeting.
Resolutions 20 to 39Approval of the contemplated combination between Essilor International and Luxottica.
The purpose of Resolutions 20 to 24 and 26 to 39 is to submit for approval of the General Meeting of May 11, 2017, the contemplated combination between Essilor International and Luxottica, which seeks to create a global player in the eyewear industry benefi ting from, in particular, synergies between business lines and geographical coverage, unique research and development programs and innovative products, solutions and services, based on a customer-centered approach, operational and fi nancial synergies, and a strong fi nancial profi le.
It should be noted that all these Resolutions 20 to 24 and 26 to 39 are indivisible and interconnected, such that approval of the contemplated combination by this General Meeting implies the approval of all these resolutions.
The purpose of Resolution 25 is to modify Article 2 of the Company’s by-laws in order to refi ne the wording of the corporate purpose concerning the activities of holding company, subject to the approval by the relevant bondholders meeting of the Company in accordance with Article L. 228-65 of the French Commercial Code. Indeed, the corporate purpose of the Company is more developed as regards its operational activities, which is explainable by the historical evolution of its activities. It is proposed that you make explicit in the corporate purpose the activities of holding company, including the acquisition, holding and management of any company’s shares or securities, whether French or foreign companies. This amendment is even more justifi ed in the global context of the contemplated combination between Essilor International and Luxottica insofar as the Company would become a holding company following the hive-down of its activities to its subsidiary Delamare Sovra (as proposed in Resolution 24 of this Meeting). This Resolution 25 is not subject to the condition of approval of Resolutions 20 to 24 and 26 to 39 of this General Meeting related to the contemplated combination above-mentioned and would become eff ective as of the date of this General Meeting, subject to the approval by the relevant bondholders meeting.
The purpose of Resolution 20 is to amend Articles 12 and 14 of the by-laws concerning the duration of the term of offi ce:
• of D irectors appointed by the General Meeting for a term less than three years such that the terms of offi ce of D irectors in offi ce automatically end on the fi nal completion date of the contribution of Luxottica shares held by Delfi n to Essilor International;
• of D irectors representing employees for a term of four years so that their terms of offi ce cover those of other EssilorLuxottica D irectors whose appointments would be eff ective as of the completion date of the said contribution.
Subject to the approval of this resolution, the amendments would be eff ective following the General Meeting of May 11, 2017.
The purpose of Resolution 21 is to amend the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n to Essilor International . The proposed new version of the Company's by-laws is available online at www.essilor.com, section Investors/Annual Shareholders' Meeting and has been published in the Bulletin des Annonces Légales Obligatoires (BALO). This general amendment of the by-laws is made in the context of the contemplated combination between Essilor International and Luxottica as well as for the purpose of a general simplifi cation.
• Simplifi cation purpose: the current Company’s by-laws include, in particular, various replication of legal and regulatory provisions of a mandatory nature which requires a new approval of the by-laws for each evolution of these provisions with the sole purpose to render the by-laws compliant with these evolutions. These statutory amendments require the approval of the Shareholders' Meeting and thus may not be systematically realized simultaneously with the relevant evolutions of legal or regulatory provisions. The proposed amendments, being made for this purpose of simplifi cation, would allow to avoid any contradiction with the legal and regulatory regime in eff ect and any confusion that may arise from it.
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5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
• Contemplated combination between Essilor International and Luxottica: the contemplated combination renders the amendment of the by-laws necessary, in particular regarding the Company’s governance principles (specifi cally to adopt the new corporate denomination “EssilorLuxottica”, to include the possibility to appoint a V ice-C hairman and to cancel the casting vote of the C hairman of the Board of Directors). It is also proposed that you modify the rules related to the vote in the general meeting, by establishing a voting rights cap of 31% for all shareholders (in accordance with the computation method described in the by-laws) and the cancellation of the double voting rights. This voting rights cap combined with the cancellation of the double voting rights was provided in the interest of the minority shareholders insofar as they allow to limit the power that may be expressed by signifi cant shareholders in general meetings.
The purpose of Resolutions 22 and 23 is to (i) approve the proposed contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfi n to the Company (the “Contribution”) and (ii) delegate the authority to the Board of Directors to decide the issuance of shares in consideration for the shares tendered to the mandatory exchange off er that would be initiated by Essilor International in accordance with the provisions of Italian law, to acquire all of the remaining issued and outstanding Luxottica shares, at the same exchange ratio as the one applied in the Contribution. It is specifi ed that in order to take into account the impact of the Contribution on the existing Company’s 2015 and 2016 stock options and performance shares plans, the Company’s Board of Directors decided to amend the performance conditions during its meeting held on January 15, 2017. Such amendments are described in Section 2.2.2.1 of the Document E which has been prepared with a view to the listing on Euronext Paris of the Company’s shares to be issued as consideration for the Contribution, which will be registered with the AMF, and which is annexed to the Board of Directors’ report relating to the Contribution.
The purpose of Resolution 24 is to approve the proposed hive-down (subject to the apport-scission regime) of activities and equity interests of Essilor International to Delamare Sovra, a wholly-owned subsidiary which, in the context of the transaction completion, will be renamed “Essilor International” (the “Hive-Down”, and, together with the Contribution of Luxottica shares, the “Contributions”).
In the context of the Contributions’ completion, Essilor would be renamed “EssilorLuxottica” and would become a holding company and Delamare Sovra would be renamed “Essilor International.”
Upon completion of the combination, Delfi n would hold between 31% and 38% (on a fully-diluted basis) of the shares issued by EssilorLuxottica and would be its main shareholder. The voting rights of all EssilorLuxottica shareholders would be capped at 31% (in accordance with a computation method described in the draft amended by-laws which is the subject of Resolution 21 submitted
to this Meeting) and the double voting rights that were attached to fully-paid shares registered for over two years would be cancelled (subject to the approval of the Special Meeting of double voting rights holders).
The reasons, purposes and characteristics of the Contributions are described in detail (i) in the contribution agreement entered into between the Company and Delfi n on March 22 , 2017 and fi led with the Commercial Court of Créteil and (ii) in the contribution agreement entered into by the Company and Delamare Sovra on March 27 , 2017 and fi led with the Commercial Courts of Créteil and Versailles (the “Contribution Agreements”).
The purpose of the Board of Directors' reports prepared pursuant to Articles L. 236-9, paragraph 4, and R. 236-5 of the French Commercial Code is to describe the principal features, in particular legal and economic, of the Contributions. These reports and the Contribution Agreements are available to shareholders at the Company’s headquarters (subject to the conditions and timeframes specifi ed in Article R. 236-3 of the French Commercial Code) and on the Company’s website (www.essilor.com).
The Contribution Agreements submitted to your approval provide that the completion of the Contributions is specifi cally subject to the following conditions precedent:
• waiver granted by the French fi nancial markets authority (Autorité des marchés fi nanciers – AMF) to Delfi n’s obligation to launch a mandatory exchange off er to acquire Essilor shares;
• approval of the transaction by Essilor’s shareholders at the General Meeting and by double voting rights holders at the Special Meeting;
• clearances from the relevant competition authorities.
Consequently, we propose giving full powers to the Board of Directors, with the ability to sub-delegate under applicable legal and regulatory conditions, for the purpose of, in particular:
(i) recording the satisfaction or, if applicable, waiver of the conditions precedent described in the Contribution Agreements and consequently the completion of the Contributions;
(ii) deciding the issuance of the new fully-paid shares to be created as consideration for the Contributions and for shares tendered to the mandatory exchange off er initiated in accordance with Italian law;
(iii) signing the statements of legality and compliance stipulated in Article L. 236-6 of the French Commercial Code;
(iv) as needed, reiterating the terms of the Contributions, preparing all confi rmative or supplementary instruments for the Contribution Agreements, pursuing all fi ndings, conclusions, communications and formalities that might be required to complete the Contributions; and
(v) and more generally, carrying out all procedures or formalities required to complete the Contributions.
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5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
20 Twentieth resolutionAmendment of Articles 12 and 14 of the by-laws related to the conditions for appointing D irectors representing
employees and the term of offi ce of D irectors
The General Meeting, having fulfi lled the quorum and majority
requirements for e xtraordinary g eneral m eetings, resolves to:
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 21, 22, 23, 24 and 26 to 39,
and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments approved by Resolution 21 of this Meeting);
• amend the provisions of Article 12 of the by-laws related
to D irector(s) representing employees in order to set their
term of offi ce at four years and provide for the appointment
of a second D irector representing employees in accordance
with Article L. 225-27-1 of the French Commercial Code:
Current version New version
ARTICLE 12: BOARD OF DIRECTORS1) Composition (paragraph 6)
ARTICLE 12 : BOARD OF DIRECTORS1) Composition(paragraph 6)
The number of directors representing the employees will increase to two when the number of D irectors elected by the G eneral M eeting, excluding the D irectors representing employed shareholders, is higher than twelve. The second employed D irector is therefore appointed as set out below within six months after a new D irector is co-opted or appointed by the meeting with the eff ect that this threshold is exceeded.
The number of directors representing the employees will increase to two when the number of D irectors elected by the G eneral M eeting, excluding the D irectors representing employed shareholders, is higher than twelve. The second employed D irector is therefore appointed as set out below at the latest within six months after a new D irector is co-opted or appointed by the meeting with the eff ect that this threshold is exceeded and may be appointed prior to this event subject to the condition precedent of its occurrence.
(paragraph 9 and 10) (paragraph 9 and 10)
Notwithstanding the provisions of paragraph 1 of this article, their term of offi ce is three years. The offi ce of a director representing the employees terminates automatically on the relevant anniversary date of their appointment with no particular communication needing to be sent to them. The C ompany will take all measures to organise a new appointment no later than six months before the expiry date of their mandate.In application of the rule above, one director representing the employees will sit on the Board of Directors and will be appointed by the Central Works Council of Essilor International.
Notwithstanding the provisions of paragraph 1 of this article, the duration of the term of director(s) representing employees is three (3) years. By exception, the term of directors representing employees appointed between May 11, 2017 and June 30, 2018 is four (4) years. The role of director representing employees ends automatically on the anniversary of his appointment date and does not require any special notice. The Company must take all measures to make a new appointment at least one (1) month before the expiration of the term.Director(s) representing employees who have to sit on the Board of Directors pursuant to the rule above will be appointed by the Central Works Council of Essilor International.
28 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
• replace the provisions of Paragraph 1 of Article 14 of the by-laws corresponding to the term of offi ce as follows:
Current version New version
ARTICLE 14: TERM OF OFFICE OF THE DIRECTORS’ OF OFFICE – 1st paragraph
ARTICLE 14 - TERM OF OFFICE OF THE DIRECTORS’ OF OFFICE – 1st paragraph
The duration of the director’s offi ce is three (3) years. As an exception and in order to allow the implementation and preservation of the staggering of the D irectors’ terms of offi ce and to enable an optimal searching for and fl uid transition of D irectors, the ordinary general meeting may appoint one or several D irectors for a term of two (2) years.
The duration of the Director's term of offi ce appointed by the General Shareholders’ Meeting is three (3) years. By exception in case of fi nal completion of the contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfi n to the Company, in accordance with the stipulations of the contribution agreement dated March 22, 2017, the terms of offi ce of D irectors that will begin as from this General Shareholders’ Meeting will expire in advance, at the date of completion of the said contribution.These terms of offi ce and more generally all of the terms of offi ce of Directors in offi ce that have been appointed by the General Shareholders’ Meeting will expire at the fi nal completion of the contribution (subject to the apport-scission regime) of all Luxottica shares held by Delfi n to the Company, in accordance with the stipulations of the contribution agreement dated March 22, 2017.By exception, the term of offi ce of D irector(s) representing employees appointed between May 11, 2017 and June 30, 2018 will be four years under the conditions set by Article 12 of the by-laws in eff ect.
This modifi cation will become eff ective following the General Meeting held on May 11, 2017.
21 Twenty-fi rst resolutionAmendment of the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n
to Essilor International
The General Meeting, having fulfi lled the quorum and majority
requirements for extrao rdinary g eneral m eetings,
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 22, 23, 24 and 26 to 39,
and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments approved by this resolution);
• subject to the condition precedent of the completion of the
contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant to
the provisions of the contribution agreement dated March 22,
2017, as stipulated in Resolution 22 of this General Meeting;
• after having reviewed the Board of Directors’ report on
this resolution and the new Company’s by-laws ;
resolves to amend the by-laws and adopt their new wording in full
and article by article, with the new version of the Company’s by-
laws made available to shareholders under the legal and regulatory
conditions. The draft amended by-laws are available free of charge at
the registered offi ce of the Company and on the Company's website.
These amendments shall become eff ective as of the completion
date of the contribution (subject to the apport-scission regime)
of all Luxottica shares held by Delfi n to the Company, pursuant
to the provisions of the contribution agreement dated March 22,
2017, referred to Resolution 22 of this General Meeting, that will
be recorded by a decision of the Board of Directors or any relevant
person to which the Board of Directors would have sub-delegate
the power to acknowledge the said completion.
It should be noted that the amendment of Article 2 “Corporate
purpose” of the Company’s by-laws is the subject of a
distinct resolution (Resolution 25), which is also submitted to the
approval of this General Meeting.
292017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
22 Twenty-second resolutionApproval of the contribution (subject to the apport-scission regime) by Delfi n to Essilor International and of the
delegation of powers conferred to the Company’s Board of Directors for the implementation of said contribution
The General Meeting, having fulfi lled the required conditions for
quorum and majority requirements for e xtraordinary g eneral
m eetings in accordance with in particular the provisions of
Articles L. 236-1 to L. 236-6 and L. 236-16 to L. 236-21 of the French
Commercial Code, applicable by reference of Articles L. 236-6-1 and
L. 236-22, and in particular of Articles L. 236-2 and 236-9 (applicable
by reference of Article L. 236-16) of the French Commercial Code,
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 23, 24 and 26 to 39, and
approval by the Special Meeting of shareholders with double
voting rights of the resolution related to the cancellation
of double voting rights provided for in Article 24 of the
Company’s by-laws (in their version prior to the amendments
proposed by Resolution 21 of this General Meeting);
• After having reviewed:
– the contribution agreement (including its appendices, the
“Contribution Agreement”) prepared by private deed
dated March 22, 2017, between the Company and Delfi n,
pursuant to which it is agreed, subject to the satisfaction or
waiver of the conditions precedent specifi ed in Article 9 of
the Contribution Agreement, that Delfi n shall contribute to
the Company, pursuant to the terms and conditions of the
said Contribution Agreement, all ordinary shares issued
by Luxottica Group S.p.A., an Italian società per azioni (joint
stock company) with a share capital of € 29,056,414.98 (as
of February 28, 2017), whose registered offi ce is located at
Piazzale L. Cadorna 3, 20123, Milan, Italy, registered with
the Companies Registry of Milan under no. 00891030272
(hereinafter “Luxottica”) that it holds, as part of a contribution
(subject to the apport-scission regime) pursuant to the
provisions of Articles L. 236-6-1 and L. 236-22 of the French
Commercial Code and the provisions of Luxembourg law (the
“Contribution”), and specifi cally, pursuant to Articles 6 and 7
of the Contribution Agreement (subject to adjustments related
to the value of the Contribution and to the exchange ratio,
referred to in Article 6.3 and 7.3 of the said agreement), that:
• the exchange ratio, for which the calculation conditions
are set forth in Appendix 7 of the Contribution Agreement,
would be of 0.461 new Essilor share for 1 Luxottica share
contributed,
• the number of Company ordinary shares to be issued
as consideration for the Contribution would amount to
139,612,447 shares, corresponding to a capital increase
of a total par value of €25,130,240.46, and
• the contribution premium, equal to the diff erence between
the value of the Contribution (i.e., €13,173,842,629.5)
and the par value of the Company’s capital increase (i.e.
€25,130,240.46), would amount to €13,148,712,389.04 ,
– the Board of Directors’ report prepared in accordance with
the provisions of Articles L. 236-9, paragraph 4, and R. 236-5
of the French Commercial Code, containing as an appendix
the document prepared pursuant to Articles L. 412-1 of the
French Monetary and Financial Code (Code Monétaire et
Financier) and 211-1 et seq. of the AMF General Regulation
with a view to the listing on Euronext Paris of the Company’s
shares to be issued as consideration for the Contribution,
registered with the AMF in accordance with Article 212- 34
of the AMF general regulation (the “Board of Directors’
Report”),
– the reports described in Articles L. 236-10 and L. 225-147
(applicable by reference) of the French Commercial Code,
prepared by Mr. Jean-Charles de Lasteyrie (Ricol Lasteyrie
Corporate Finance) as independent expert appointed by the
President of the Commercial Court of Créteil on February
1, 2017,
– favorable opinions from the Company’s Central Works
Council and European Works Council (Comité Européen de
Dialogue et d’Information d’Essilor) dated March 6, 2017
and favorable opinion of the Central Works Council of its
subsidiary BB GR dated February 23, 2017,
– the Company and Delfi n’s annual fi nancial statements for
the fi scal year ended December 31, 2016, prepared and
certifi ed by their respective statutory auditors,
– the annual fi nancial statements of the c ompanies as well as
the management reports in accordance with the applicable
regulation;
1. approves the Board of Directors’ Report and the Contribution
Agreement in all its terms and conditions, and the Contribution
agreed upon therein, and specifi cally:
– the contributed shares shall be valued at their fair value ,
pursuant to the provisions of Regulation No. 2014-03 of
June 5, 2014, concerning the accounting standards of
the French Accounting Standards Authority (Autorité des
Normes Comptables) (as amended by Regulation No. 2016-
07 of November 4, 2016 of the French Accounting Standards
Authority),
– the fair value of the assets contributed by Delfi n to the
Company amounts to €13,173,842,629.5, on the basis of a
fair value of €43.5 per Luxottica share, this fair value being
set contractually by the parties to the contribution on the
basis of a multi-criteria method described in Appendix 6
of the Contribution Agreement, and shall be subject to an
adjustment if the volume-weighted average closing prices
of Luxottica shares over the three (3) months preceding the
completion date of the Contribution is lower than €43.5 in
accordance with Article 6.3 of the Contribution Agreement,
30 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
– the absence of joint and several liability between Delfi n and
the Company pursuant to Article L. 236-21 of the French
Commercial Code,
– the fact that the completion of the Contribution shall occur on
the date of the last General Meeting mentioned in Article 9.1
of the Contribution Agreement, subject to the satisfaction of
all other conditions precedent provided for in Article 9 of the
Contribution Agreement (the “Completion Date”),
– the fact that the eff ective date of the Contribution from an
accounting and tax perspective shall correspond to the
Completion Date, in accordance with Article L. 236-4 of the
French Commercial Code,
– the conditions of the consideration for the Contribution
through the Company’s issuance through a capital increase
(the “Capital Increase”) of 139,612,447 new ordinary
shares with a par value of €0.18 each (i.e., a total par value
of €25,130,240.46), corresponding to an exchange ratio of
0.461 new Essilor share for 1 Luxottica share contributed, for
which the calculation conditions are set forth in Appendix 7
of the Contribution Agreement (subject to adjustment of the
exchange ratio as described in Article 7.3 of the Contribution
Agreement),
– the fact that the Company will make no payment for any
fractions of shares, as Delfi n has indicated that it waives its
rights to fractions of shares, nor for any outstanding cash
adjustment,
– the fact that, as of the Completion Date, the new shares
issued by the Company will be fully paid up and fully
fungible with the existing ordinary shares . They will enjoy
the same rights and be subject to all of the Company’s
statutory provisions. The newly issued shares will carry
current dividend rights and will entitle the holders to any
payment distribution paid as of their issuance date,
– the modifi cations made to the Company’s existing performance
shares and stock options plans to refl ect the Contribution’s
impact, referred to in the Board of Directors’ R eport, and
– the fact that, in accordance with Article 7.3 of the Contribution
Agreement, the exchange ratio shall be subject to an
adjustment in case the Company and/or Luxottica allocate
any kind of distribution to their respective shareholders,
before the completion date of the contribution, that would
exceeds the limits set by Article 7.3 of the Contribution
Agreement;
2. decides, upon the satisfaction or waiver of the other conditions
precedent set forth in Article 9 of the Contribution Agreement
and completion of the Contribution as confi rmed by Delfi n’s
shareholders’ meeting and, as necessary, delegate to the
Board of Directors, with the ability to sub-delegate, full powers
to implement these decisions:
– to issue for the benefi t of Delfi n 139,612,447 new shares as
consideration for the Contribution, with par value of €0.18,
fully paid up and fungible with the existing ordinary shares ,
entitling their holders to any payment distribution as of their
issuance date and subject to all the Company’s statutory
provisions (on the basis of an exchange ratio of 0.461 new
Essilor share for 1 Luxottica share contributed, subject to
the adjustment described in Article 7.3 of the Contribution
Agreement),
– that the diff erence between the Contribution value (i.e.,
€13,173,842,629.5, on the basis of a fair value of €43.5 per
Luxottica share, subject to the adjustment described in
Article 6 .3 of the Contribution Agreement) and the par value
of the Company’s Capital Increase (i.e., € 25,130,240.46 , on
the basis of an exchange ratio of 0.461 new Essilor share
for 1 Luxottica share contributed, subject to the adjustment
described in Article 7.3 of the Contribution Agreement), i.e.,
€13,148,712,389.04, represents the value of the contribution
premium to which the rights of former and new shareholders
will apply and shall be credited to a “contribution premium”
account in the Company's balance sheet,
– to withdraw from the contribution premium amounts to
provide the legal reserve with the necessary amounts,
– to allocate on the contribution premium account all expenses
and charges of any kind whatsoever, resulting from the
completion of the Contribution, it being specifi ed that the
balance of the contribution premium may be allocated in
any way whatsoever, in compliance with applicable rules, by
a decision of the General Meeting;
3. acknowledges , as a consequence of the above and subject to
the satisfaction or waiver of the other conditions precedent set
forth in Article 9 of the Contribution Agreement and completion
of the Contribution as confi rmed by the Delfi n Shareholders’
Meeting, that the completion of the Contribution and the
Company’s corresponding c apital i ncrease of a par value of
€25,130,240.46 (on the basis of an exchange ratio of 0.461
new Essilor share for 1 Luxottica share contributed, subject
to the adjustment described in Article 7.3 of the Contribution
Agreement), and resolves as a consequence to modify
Article 6 related to the share capital of the Company’s by-laws
(in their version resulting from the proposed amendment of
Resolution 21 of this Meeting). For information purpose, on the
basis of the share capital as of the date of the Contribution
Agreement and on the basis of an exchange ratio of 0.461
Essilor share for 1 Luxottica share contributed (subject to
adjustment of the exchange ratio as described in Article 7.3
of the Contribution Agreement), the capital increase would
have the eff ect of increasing the Company’s share capital from
39,331,386.18 euros to 64,461,626.64 euros;
4. gives full powers to the Company’s Board of Directors, with
the ability to sub-delegate to implement this resolution , and in
particular to:
– acknowledge the satisfaction and/or waiver of the conditions
precedent and, as a result, acknowledge the completion of
the Contribution,
312017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
– acknowledge the fi nal amount of the value of the Contribution
and the fi nal exchange ratio having regards to the potential
adjustments of the Contribution value and of the exchange
ratio in accordance with the provisions of the Contribution
Agreement,
– acknowledge the fi nal amount of the capital increase and
the contribution premium,
– acknowledge the completion of the capital increase and
acknowledge the amendments to the by-laws resulting
from the completion of the Contribution,
– execute the statement of legality and compliance provided
for by Article L. 236-6 of the French Commercial Code,
– undertake all required formalities with a view to listing the
Company’s shares on the Euronext Paris market,
– and, more generally, to undertake all confi rmations,
statements or communications, prepare any reiterative,
confi rmative, corrective or supplementary instruments,
and take any measure, sign any document, instrument or
agreement and perform any formality or process useful or
necessary for the completion of the Contribution.
23 Twenty-third resolutionDelegation of authority to be conferred to the Board of Directors to decide the capital increase of Essilor
International through the issuance of shares without preferential subscription rights, as consideration for the
shares tendered to the mandatory exchange off er initiated by Essilor International
The General Meeting, having fulfi lled the quorum and majority
requirements for e xtraordinary g eneral m eetings, in accordance
with, in particular, the provisions of Articles L. 225-129 and seq.
of the French Commercial Code, in particular Articles L.225-129,
L.225-129-2, L.225-135 and L.225-148 of the French Commercial
Code as well as the provisions of Article L. 228-92 of the French
Commercial Code;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 24 and 26 to
39, and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments proposed by Resolution 21 to this meeting);
• subject to the condition precedent of the fi nal completion of
the c ontribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant to
the terms and conditions of the c ontribution a greement dated
March 22, 2017, referred to Resolution 22 of this General
Meeting;
• after having reviewed the Board of Directors’ r eport and the
special report of the S tatutory A uditors:
1. delegates to the Board of Directors, with the ability to sub-
delegate under the conditions set forth by law and in particular
Article L. 225-129-4 of the French Commercial Code, the
authority to decide to increase the share capital through the
issuance of ordinary shares in the Company, in the proportions
and at the times it deems appropriate, on one or several
occasions, in France and/or abroad, without preferential
subscription rights, as consideration for the shares compliant
with the conditions set by Article L. 225-14 8 of the French
Commercial Code, tendered to the exchange off er to be
initiated pursuant to Italian law and, if applicable, to US law, by
the Company on securities of Luxottica Group S.p.A., an Italian
societá per azioni (joint stock company) with a share capital
of €29,056,414.98 (as of February 28, 2017), whose registered
offi ce is located at Piazzale L. Cadorna, 3, 20123, Milan,
Italy , registered with the Companies Registry of Milan under
no. 00891030272 (hereafter "Luxottica "), a company listed
on the Borsa Italiana and the New York Stock Exchange, with
the Company reserving the right, if the conditions required by
Italian law are satisfi ed, to initiate a sell-out procedure for the
shares issued by Luxottica followed by a delisting and/or, if the
conditions required by Italian law are satisfi ed, to implement a
squeeze-out procedure (together, the “Public Off er”) following
completion of the Contribution, pursuant to the terms and
conditions of the Contribution Agreement dated March 22,
2017, as provided for in Resolution 22 of this General Meeting;
2. resolves to set the caps on the total capital increase authorized,
in the event that the Board of Directors uses this delegation of
authority, as follows:
– the total maximum par value of the capital increases that
can be executed under this delegation of authority is set at
20 million euros, it being specifi ed that this amount is not
applicable to any other global cap related to capital increases,
given that this resolution is of a specifi c nature,
– to this cap shall be added, if applicable, the par value of
shares to be issued in order to preserve the rights of holders
of securities giving access to the share capital or other equity
rights giving access to the share capital of the Company,
pursuant to the applicable legal and regulatory provisions
and, as applicable, the contractual terms and conditions
providing for other cases of adjustment;
3. resolves to cancel the preferential subscription rights of
shareholders for the shares covered by this resolution;
4. notes and decides, as necessary, that this delegation includes,
for the benefi t of the holders of issued shares, that the
shareholders waive their preferential subscription rights for
the shares for which the issued shares will give right;
32 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
5. resolves that the Board of Directors shall have all powers,
with the ability to sub-delegate, under the conditions set forth
by law and in particular Article L. 225-129-4 of the French
Commercial Code, to implement this delegation of authority
and specifi cally to:
– set the exchange ratio, as well as the amount of the cash
balance to be paid, if applicable,
– set the dates and conditions for the issuance, nature,
dividend-bearing date and other features of the new shares
to be created,
– set the conditions of issuance, subscription and paying-up,
– set the amounts to be issued within the limit set here-above,
– acknowledge the number of shares contributed,
– provide for the ability to potentially suspend exercise of the
rights attached to the shares issued in accordance with the
legal and regulatory provisions,
– identify and undertake any adjustments intended to refl ect
the impact of the Public Off er on the company’s share capital
or equity, and to set any other conditions to ensure if needed
the preservation of the rights of holders of securities giving
access to the share capital or other rights giving access to
the share capital (including by means of cash adjustments),
in accordance with the applicable legal and regulatory
provisions and, as applicable, the contractual terms and
conditions providing for other cases of adjustment,
– at its sole initiative, allocate the expenses of the capital
increases to their corresponding premiums and withdraw
from this amount the sums needed to fund the legal reserves,
– acknowledge the completion of each capital increase and
the corresponding amendments of the by-laws,
– in general, enter into any useful arrangement or agreement
to successfully complete the planned issuance, request
any authorizations, take any measures and fulfi ll any
formalities useful for the issuance of shares, the listing
of shares for trading on Euronext Paris and/or other
regulated markets on which the shares might be listed, and
for the fi nancial service in charge of the securities issued
under this delegation, as well as the exercise of the rights
corresponding thereto;
6. sets the duration of the validity of the delegation of authority
that is the subject of this resolution at twenty-six (26) months, as
of the date of this General Meeting, in accordance with Articles
L. 225-129 and L. 225-129-2 of the French Commercial Code.
24 Twenty-fourth resolutionApproval of the contribution (subject to the apport-scission regime) of all (or substantially all) activities and equity
interests of Essilor International to a wholly owned subsidiary, Delamare Sovra, and delegation of powers to the
Board of Directors to implement the completion of such contribution
The General Meeting, having fulfi lled the quorum and majority
requirements for extraordinary g eneral m eetings, pursuant to
Articles L. 236-2 and L. 236-9 of the French Commercial Code,
applicable by reference of Articles L. 236-6-1 and L. 236-22 of the
French Commercial Code;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23 and 26 to 39,
and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to
the cancellation of double voting rights provided for in
Article 24 of the Company’s by-laws (in their version prior to
the amendments proposed by Resolution 21 to this General
Meeting, as applicable);
• after having reviewed:
– the contribution agreement (including its appendices ,
the “Hive-Down Agreement”) prepared by private deed
dated March 27 , 2017, between the Company and Delamare
Sovra, a société par actions simplifi ée and wholly-owned
subsidiary of the Company, with a share capital of € 302,650 ,
whose registered offi ce is located at 4 and 6, rue Costes et
Bellonte, ZAC Sully, 78200 Mantes-la-Jolie, France, registered
with the Trade and Companies Registry of Versailles under
No. 439769654, pursuant to which it was agreed, subject
to the satisfaction or waiver of the conditions precedent
set forth in Article 7 of the Hive-Down A greement, that the
Company shall contribute all assets and liabilities, rights and
obligations to Delamare Sovra, except for those specifi cally
excluded by Article 2.1.2 of the Hive-Down Agreement, as
part of a contribution subject to the apport-scission regime,
pursuant to Articles L. 236-6-1 and L. 236- 22 of the French
Commercial Code (the “Hive-Down”),
– the Board of Directors’ report, prepared in accordance with
provisions of Article L. 236-9, paragraph 4, and R. 236-5 of
the French Commercial Code,
– the reports mentioned in Articles L. 236-10 and L. 225-147 of
the French Commercial Code, prepared by Mr. Jean- Charles
de Lasteyrie (Ricol Lasteyrie Corporate Finance) as
independent expert appointed by the President of the
Commercial Court of Créteil on February 1, 2017,
– the favorable opinions from the Company’s Central Works
Council and European Works Council (Comité Européen de
Dialogue et d’Information d’Essilor) dated March 6, 2017 and
the favorable opinion of the Central Works Council of its
subsidiary BB GR dated February 23, 2017,
332017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
– the annual fi nancial statements of the Company and of
Delamare Sovra for the fi scal year ended December 31,
2016, prepared and certifi ed by their respective statutory
auditors,
– the annual fi nancial statements approved by the general
meetings as well as the management reports for the last
three fi scal years of the companies in accordance with the
regulation applicable;
1. approves the Board of Directors report and the Hive-Down
Agreement in all its terms and conditions and the Hive-Down
agreed upon therein, and, in particular:
– the net asset value contributed by the Company to
Delamare Sovra, which, according to the net book value ,
is €5,484,426,715.56 , noting that, pursuant to Regulation
No. 2014-03 of June 5, 2014, concerning the accounting
standards of the French Accounting Standards Authority (as
amended by Regulation No. 2016-07 of November 4, 2016
of the French Accounting Standards Authority), with respect
to the contribution of a complete business line segment to a
controlled company as defi ned by said regulation, the asset
and liability items must be valued at their net book value,
– the conditions of the consideration for the Hive-Down
Contribution through the issuance by Delamare Sovra,
through a capital increase, of 27,754,245 new ordinary
shares issued for the benefi t of the Company, with a par
value of €10 each (i.e., a total par value of €277,542,450 )
(the “Capital Increase”),
– the fact that the diff erence between the value of the
Contribution (i.e., €5,484,426,715.56 ) and the par value of the
Delamare Sovra’s “Capital Increase” (i.e. €277,542,450) , i.e.
€5,206,884,265.56 , represents the value of the contribution
premium to which the rights of former and new shareholders
will apply and shall be credited to a “contribution premium”
account in Delamare Sovra’s balance sheet; it being
specifi ed that Delamare Sovra shall be able to withdraw
from the contribution premium amounts to provide for the
legal reserves and the expenses related to the Hive-Down,
if applicable,
– the absence of joint and several liability between the
Company and Delamare Sovra pursuant to Article L. 236-21
of the French Commercial Code,
– the fact that the Hive-Down Contribution will be completed,
upon the satisfaction or waiver of the conditions precedent
provided for in Article 7 of the Hive-Down Agreement, at the
date of the shareholders’ meeting of Delamare Sovra called
to approve the Hive-Down,
– the fact that the Hive-Down will have a retroactive eff ect as
of January 1, 2017 , in accordance with Article L. 236-4 of the
French Commercial Code,
– the fact that (i) assets and liabilities, rights and obligations
contributed shall be transferred subject to required third
party consents, if applicable, (ii) if such consents are not
obtained prior to the date of completion of the Hive-Down,
the absence of such consents will not have any eff ect on the
completion of the Hive-Down regarding the other elements
contributed, the transfer of which does not require third
party consent, and (iii) Delamare Sovra and the Company
shall discuss in good faith the conditions allowing each of
them to be in an economic situation equivalent or as close
as possible to the one they would have been in if such third
party consent had been obtained, and
– the fact that the new shares issued by Delamare Sovra shall,
as of the Completion Date, be fully paid up and fungible with
the existing ordinary shares. They will enjoy the same rights
and be subject to all the statutory provisions of Delamare
Sovra. The newly issued shares will carry current dividend
rights and will be entitled to all payment distributions as of
their issuance date;
2. recalls that it is in particular contemplated that in the context
of the Hive-Down, (i) Delamare Sovra be renamed “Essilor
International” (ii) Delamare Sovra’s by-laws be modifi ed
in particular regarding the corporate purpose and (iii) the
existing activities of Delamare Sovra be the subject of a hive-
down to another company;
3. gives all powers to the Board of Directors, with the ability to
sub-delegate, as needed, in order to:
– acknowledge the satisfaction and/or waiver of the conditions
precedent and, as a consequence, to acknowledge the
completion of the Hive-Down,
– in the event that the third party consents are not obtained,
negotiate and implement the measures necessary to allow
the Company and Delamare Sovra to be, as far as possible,
in an economic situation equivalent to the one it would have
had if such third party consent had been obtained,
– execute the statement of legality and conformity provided
for in Article L. 236-6 of the French Commercial Code,
– complete and/or cooperate with the b enefi ciary to complete
all formalities required in the context of the Hive-Down,
and in particular the tax formalities and fi lings related to
intellectual property rights contributed with the relevant
intellectual property authorities and, if applicable, to set the
list of intellectual property rights concerned and conclude
any reiterative or confi rmative deed as necessary,
34 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
– complete and/or cooperate with the b enefi ciary to complete
all formalities required to regularize and/or render the
transfer of assets, rights and obligations against third
parties eff ective,
– and, more generally, perform all confi rmations, representations
or communications, prepare all reiterative, confi rmative,
corrective or supplementary instruments, and take any
measure, sign any document, instrument or agreement and
undertake any legal formality or process useful or necessary
for the completion of the Hive-Down; in particular in the event
that the Hive-Down is completed only after December 31, 2017.
25 Twenty-fi fth resolutionAmendment of Article 2 of the Company’s by-laws related to the corporate purpose (extension to holding company
activities)
The General Meeting, having fulfi lled the quorum and majority
requirements for e xtraordinary g eneral m eetings, having reviewed
the Board of Directors’ report on this resolution which appears in
the explanatory statement here-above, resolves to approve the
amendment of Article 2 “Corporate purpose” of the Company’s
by-laws which new wording is reproduced below, subject to the
condition precedent of the approval of such amendment by the
relevant general meeting of the bondholders, consulted in accordance
with article L. 228-65, I, 1° of the French Commercial Code.
Former version of the by-laws New version of the by-laws
Article 2The corporate purpose of this Company in all countries is:• the design, manufacture, purchase, sale and trade, in general,
in everything concerning spectacles and optical instruments, without exception, and, in particular, the manufacture, purchase and sale of eyeglass frames, sunglasses and eyeglasses and other protective equipment, lenses and contact lenses,
• the design and/or manufacture, purchase, sale and/or marketing of all instruments or equipment relating to ophthalmic optics, as well as all equipment or devices for monitoring, screening, diagnosing, measuring or correcting physiological handicaps, whether or not it be used by professionals ,
• the design and/or development, purchase and/or marketing of related computer software packages, software applications, programmes and services,
• research, clinical experiments, wearing tests, training, technical assistance and engineering corresponding to the above activities,
• all services or assistance associated with the aforementioned activities, and, in particular, advisory services, bookkeeping, auditing, logistics and treasury services,
And, generally , all fi nancial, commercial, industrial, personal property or real property transactions directly or indirectly related to the foregoing corporate purpose, or to any similar or related corporate purposes, or likely to facilitate the application and development thereof or to render the same more profi table.All, both for itself and for the account of third parties or in joint venture in any form whatsoever , in particular by means of the incorporation of companies, subscriptions, limited partnerships, mergers or absorptions, advances, purchases or sales of corporate securities and rights, conveyance or lease of all or part of its real or personal properties and rights or by any other means.
Article 2The corporate purpose of this Company in all countries is:• the design, manufacture, purchase, sale and trade, in general,
in everything concerning spectacles and optical instruments, without exception, and, in particular, the manufacture, purchase and sale of eyeglass frames, sunglasses and eyeglasses and other protective equipment, lenses and contact lenses;
• the design and/or manufacture, purchase, sale and/or marketing of all instruments or equipment relating to ophthalmic optics, as well as all equipment or devices for monitoring, screening, diagnosing, measuring or correcting physiological handicaps, whether or not it be used by professionals ;
• the design and/or development, purchase and/or marketing of related computer software packages, software applications, programs and services;
• research, clinical experiments, wearing tests, training, technical assistance and engineering corresponding to the above activities;
• all services or assistance associated with the aforementioned activities, and, in particular, advisory services, bookkeeping, auditing, logistics and treasury services;
• the acquisition, holding and management of all shares or securities of French or foreign companies;
and more generally all fi nancial, commercial, industrial, civil, personal property or real property transactions directly or indirectly related to the foregoing corporate purpose, or to any similar or related corporate purposes, or likely to facilitate the application and development thereof or to make the same more profi table.All, directly or indirectly, on its own account or on the account of third parties, either alone or with third parties, in any form, in particular by means of creation of companies, subscriptions, acquisition of equity interests or holdings, limited partnerships, mergers or absorptions, advances, purchases, contribution, exchange, lease of property or sale of securities or equity interests , sale or lease of all or part of its real or personal properties, and rights, and alliances or joint ventures or by any other means.
This amendment shall take eff ect as of the date of this General Meeting (subject to the condition precedent of the approval of the said
amendment by the relevant bondholders meetings).
352017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Ordinary Resolutions
Resolutions 26 to 39The composition of the Board of Directors of Essilor International (then renamed “EssilorLuxottica”) as of the completion
date of the contribution of the Luxottica shares held by Delfi n to Essilor as referred to in R esolution 22 of this Meeting
will be, subject to the Shareholders’ approval, composed of sixteen members:
• Eight members appointed by Delfi n :• Leonardo Del VECCHIO , EssilorLuxottica Executive Chairman
and CEO• T hree Directors representative of Delfi n: Romolo BARDIN,
Giovanni GIALLOMBARDO, Francesco MILLERI • F our additional Directors : Rafaella MAZZOLI , Gianni MION,
Lucia MORSELLI, Cristina SCOCCHIA;
• Eight members appointed by Essilor :• Hubert SAGNIÈRES , EssilorLuxottica Executive Vice-Chairman
and Deputy CEO• O ne Director representative of Valoptec Association : Juliette
FAVRE • F our Directors from the current Board of Directors of Essilor:
Henrietta FORE, Bernard HOURS, Annette MESSEMER, Olivier PÉCOUX,
• T wo Directors representing employees to be appointed by
the Central Work Council by the end of 2017.
26 Twenty-sixth resolutionAppointment of Mr. Leonardo Del VECCHIO as Director
Leonardo Del VECCHIOAge: 81 Italian national
In May 1995, he received an honorary degree in Business Administration from the Venice Cà Foscari University. In 1999, he received a Master honoris causa in International Business from MIB- Management School in Trieste, and in 2002 he received an honorary degree in Managerial Engineering from the University of Udine. In March 2006, Mr. Del VECCHIO received another honorary degree in Materials Engineering from Politecnico of Milan.
In December 2012, the Foundation CUOA awarded him an honorary master’s degree in Business Administration.
Mr. Del VECCHIO will bring to the Board his business leadership experience that has allowed him to build a history of success like Luxottica
Mr. Leonardo Del VECCHIO is the founder of Luxottica Group and has been Chairman of the Board since it was formed in 1961. He has been appointed Executive Chairman on January 29, 2016.
Mr. Del VECCHIO is also Chairman of Delfi n S.àr.l. and Aterno S.a.r.l., Deputy Chairman of Foncière des Régions S.A., Director of Beni Stabili S.p.A. SIIQ and GiVi Holding S.p.A.
In 1986, the President of the Republic of Italy conferred on Mr. Del VECCHIO the honorary title of Cavaliere dell’Ordine al “Merito del Lavoro” (Knight of the Order for Labor Merit)
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws (in their version prior to the amendments approved
by this General Meeting, as applicable);
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24 and 27 to 39,
and approval by the Special Meeting of shareholders with double
voting rights of the resolution related to the cancellation of
double voting rights provided for in Article 24 of the Company’s
by-laws (in their version prior to the amendments decided by
this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Leonardo Del VECCHIO , of
italian nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
36 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
27 Twenty-seventh resolutionAppointment of Mr. Romolo BARDIN as Director
Romolo BARDINAge: 38 Italian national
• Member of the following Boards: Aterno Sarl, DFR investment Sarl, DFR Holding Sarl, Redfern Sarl, Delfi n Finance SA, Vast Gain Limited Ltd Sarl, Immochapelle SA, Acciaitalia Spa, Batisica S.a., Berlin I, Belin V, Immeo Lux Sarl, Immeo Berlin Prime Sarl, Berlin Prime Commercial Sarl, Immeo Valore 4 Sarl, Immeo Valore 6 Sarl.
Mr. BARDIN will bring to the Board his high level expertise in terms of strategy, management and fi nance, acquired during these years.
Mr. Romolo BARDIN is Member of the Board of Directors and Chief Executive Offi cer of Delfi n Sàrl. He began his career in Luxottica in 2002.
Mr. BARDIN also holds positions in the following organizations:• Assicurazioni Generali S.p.a. as Independent Director, Member
of the Risk and Control Committee and Member of the Related Party Transactions Committee;
• Foncière des Régions as Member of the Board of Directors, member of the Audit Committee and the Strategic and Investment Committee;
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 and 28 to
39 and approval by the Special Meeting of shareholders with
double voting rights of the resolution related to the cancellation
of double voting rights provided for in Article 24 of the
Company’s by-laws (in their version prior to the amendments
decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Romolo BARDIN , of italian nationality .
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
372017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
28 Twenty-eighth resolutionAppointment of Mr. Giovanni GIALLOMBARDO as Director
Giovanni GIALLOMBARDOAge: 61 Italian and Luxembourgish national
From 1998 to 2001 Mr. GIALLOMBARDO has also been Chairman of the Commission for Financial Market at ABBL and Member of the Group “Security Market” at Commission de Surveillance du Secteur Financier.
Mr. GIALLOMBARDO graduated in Economics at the European School of Luxembourg and he completed a PhD in Economics and Commerce at the University of Florence.
Mr. GIALLOMBARDO was awarded:• Honorifi c decoration as “Commendatore in the order of Merit of
the Italian Republic” granted by the President of the Republic of Italy
• Honorifi c decoration as “Commander in the order of Merit” granted by the Grand Duke of Luxembourg
Mr. GIALLOMBARDO will bring to the Board his high level of expertise in terms of fi nance gained through his functions within international fi nancial institutions.
Mr. Giovanni GIALLOMBARDO is Member of the Management Board and General Manager in charge of daily management of UniCredit Luxembourg S.A.
Mr. GIALLOMBARDO is also Member of the Board of Delfi n Sarl, Immochapelle S.A. and MUDAM and Member of the Supervisory Board of Luxair S.A.
In 2011, Mr. GIALLOMBARDO has been nominated as Insurance Broker by the Luxembourg Ministry of Finance.
Previously, Mr. GIALLOMBARDO has been Member of the Management Committee of Unicredit Luxembourg S.A. (2009-2012); Chairman of the Board of Directors and CEO of Unicredit Luxembourg Finance S.A. (2005-2009); CEO of Unicredit International Bank S.A. (2004-2009); CEO of the Luxembourg Branch of Unicredito Italiano Spa (2001-2004); CEO of the Luxembourg Branch of Rolo Banca 1473 S.p.A. (1991-2001); Chairman of the Board of Directors of Rolo Pioneer Luxembourg S.A (1998-2001); Deputy – Managing Director of the Luxembourg Branch Rolo Banca 1473 Spa (1988-1999) and Manager at Citicorp Investment Bank S.A. (1984-1988).
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendment approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26, 27 and
29 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Giovanni GIALLOMBARDO, of
Italian and Luxembourgish nationalities .
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
38 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
29 Twenty-ninth resolutionAppointment of Ms. Rafaella MAZZOLI as Director
Rafaella MAZZOLI Age: 50 Italian national
She joined Egon Zehnder in 2008, becoming a Partner in 2015.
Ms. MAZZOLI earned a Degree in Business Administration at University of Trieste and an MBA from INSEAD in Fontainebleau, France.
Ms. MAZZOLI is also a member of the Steering Committee of Valore D, the Italian association of companies supporting womens’ leadership in the corporate world.
Ms. MAZZOLI will bring to the Board her high level of expertise in terms of management, retail and human resources gained during her career.
Ms. Rafaella MAZZOLI is a Partner at Egon Zehnder, based in Milan. She focuses on clients in the consumer sector, with extensive experience in the retail, fashion and luxury segments.
She is a core member of Egon Zehnder’s Global Consumer, Retail Fashion and Luxury Practice, as well as Human Resources and Assessment & Development Practices.
Ms. MAZZOLI provides expert advice in senior leadership assessment and development, is involved in CEO successions, and leads national and international executive searches for C-suite managers and top HR positions.
Ms. MAZZOLI started her career in Gruppo PAM in 1992, as Buyer, then Marketing Controller, then Hypermarket manager. In 1999, she joined Auchan, where she became Marketing Director for Italy in 2003 and she took on a joint role as Regional Retail Director in 2006.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 28 and
30 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Ms. Rafaella MAZZOLI, of Italian
nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later .
392017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
30 Thirtieth resolutionAppointment of Mr. Francesco MILLERI as Director
Francesco MILLERIAge: 57Italian national Mr. MILLERI began his career as a business consultant for Italian
groups and multinationals. He gained international experience working in a variety of industries, from mechanics to consumer goods, from fi nancial institutions to pharmaceuticals.
Alongside business consulting activities, he founded and currently leads a group of companies focused on technology and digital automation platforms.
Mr. MILLERI will bring to the Board his extensive expertise in terms of strategy and informatics technology, gained thought his functions within international corporations.
Coopted on March 1, 2016, as Director with deputy functions, Mr. Francesco MILLERI was appointed on April 29, 2016, Deputy Chairman of Luxottica Group S.p.A., to assist the Executive Chairman in carrying out the various functions associated with his current role.
Mr. MILLERI graduated with honors in Law at the University of Florence, where he worked as Assistant Professor of political economy. He later earned an MBA in Business Administration with high merit at the school of management at the Bocconi University in Milan, followed by two years of specialization in Corporate Finance at the Stern School of Business at New York University as the assignee of the “Donato Menichella” scholarship from Banca d’Italia.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 29 and
31 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Francesco MILLERI, of Italian nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
40 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
31 Thirty-fi rst resolutionAppointment of Mr. Gianni MION as Director
Gianni MIONAge: 73 Italian national
From 1986 to December 2016 was CEO and Executive Deputy Chairman of Edizione Holding (Holding of the Benetton Family).
Mr. MION has been in the Board of Directors of several companies: Edizione, Atlantia, Autogrill, Telecom Italia, Benetton Group, Luxottica among them.
Mr. MION will bring to the Board his business leadership experiences as well his commitment to the development of successful international organizations
Mr. Gianni MION is Chairman of Banca Popolare di Vicenza, Chairman of Fila S.p.a and Chairman of Space2, a special purpose acquisition company.
He started his career in Peat Marwick Mitchell (now KPMG), where he worked from 1966 to 1973 as auditor in the offi ces of Rome and Chicago.
In 1973, he entered in McQuay Europa S.p.A. with a role of controller and after one year he moved in Gepi S.p.A., where he held various managerial positions until 1983 when he joined the Board of Directors of Fintermica S.p.A. and in 1985 he started to work for the Marzotto S.p.A. as Chief Financial Offi cer.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 30 and
32 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article
24 of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Gianni MION , of Italian nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
412017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
32 Thirty-second resolutionAppointment of Ms. Lucia MORSELLI as Director
Lucia MORSELLIAge: 60 Italian national
Subsequently she has been Chief Executive Offi cer of Telepiu Group (1995-1998), of News Corporate Europe and Stream (Sky) S.p.A (1998-2003), of Tecnosistemi S.p.A (2004), of Mikado Spa and Compagnia Finanziaria S.p.A. (2009), of Bioera S.p.A (2010-2011), of Berco Group (2013-2014) and of Acciai Speciali Terni (2014-2016).
She also served as Chairman of the Board and Chief Executive Offi cer of Magiste International SA and Scorpio Shipping Group Ltd.
Ms. MORSELLI has been also Member of the Board of Directors of NDS and TPT Spa.
In 2003 she founded the consulting fi rm Franco Tato’ & Partner.
Ms. MORSELLI will bring to the Board her extensive expertise in terms of management and business turnaround acquired during these years.
Ms. Lucia MORSELLI is Member of the Board of Fondazione Snam, Sisal Spa, Ital Brokers Spa and Snam (Cassa Depositi e Prestiti).
Furthermore, Ms. Morselli is Chief Executive Offi cer of Acciaitalia Spa.
After graduating with the highest grades in Mathematics at the University of Pisa, she completed a PhD in Mathematical Physics at the University of Rome and she holds two master degrees, the fi rst one in Business Administration at the University of Turin and the second one i n European Public Administration at the University of Milan.
She started her career at Olivetti S.p.a as collaborator of the CFO in 1982; from 1985 to 1990 she has been Senior Manager of the Strategic and Manufacturing Service at Accenture; from 1990 to 1995 she has been CFO of the Aircraft Division Department at Finmeccanica S.p.A.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 31 and
33 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Ms. Lucia MORSELLI, of Italian nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
42 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
33 Thirty-third resolutionAppointment of Ms. Cristina SCOCCHIA as Director
Cristina SCOCCHIAAge: 43 Italian national
She started her career at Procter&Gamble, where since 1997 she held positions of increasing responsibility working on mature and emerging markets until she was appointed in September 2012 as Cosmetics International Operations Division leader, with the responsibility of supervising the brands in her portfolio in over 70 countries throughout the world. In July 2013 she joined L’Oréal Italia S.p.A., since January 1st, 2014 she is Chief Executive Offi cer and recently she has been appointed Chairman.
Ms. SCOCCHIA will bring to the Board her extensive expertise in terms of strategy and management acquired during these years.
Ms. Cristina SCOCCHIA is Member of the Board of Luxottica Group S.p.A., Auditel and Valtur.
Furthermore, Ms. SCOCCHIA is Vice President of Cosmetics Italy and of Centromarca and member of the Board and of the Advisory Board of Federchimica and UPA. She is also member of the Board of Industrial Union of Turin and Indicod-ECR and member of Assolombarda Committee, of the Advisory Board of the Foreign Investors Council, of the Sodalitas Foundation and President of the Cosmetics Section.
After graduating with the highest grades in Management of International Firms at Luigi Bocconi University, she completed a PhD in Business Administration at the University of Turin .
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 32 and
34 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Ms. Cristina SCOCCHIA, of Italian nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
432017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
34 Thirty-fourth resolutionAppointment of Mr. Hubert SAGNIÈRES as Director
Hubert SAGNIÈRESAge: 61 French and Canadian national
• Director of Essilor since May 14, 2008• Number of Essilor International shares held as of December 31,
2016: 293 115• Other positions and directorships in listed companies as of
December 31, 2016: none
Mr. Hubert SAGNIÈRES has been Chairman and Chief Executive Offi cer of Essilor since January 2, 2012.
He joined Essilor in 1989 as President of International Marketing. He served as President of Essilor Canada from 1991 to 1996, then President of Essilor Laboratories of America in 1996 and President of Essilor of America, a position he held until 2005. From 2006 to 2009, he was President of Essilor Europe and North America before being named Chief Operating Offi cer in August 2008, then Chief Executive Offi cer from January 1, 2010 to January 2, 2012.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this General
Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 33 and 35 to 39
and approval by the Special Meeting of shareholders with double
voting rights of the resolution related to the cancellation of
double voting rights provided for in Article 24 of the Company’s
by-laws (in their version prior to the amendments decided by
this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Hubert SAGNIÈRES, of French
and Canadian nationalities .
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution a greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
44 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
35 Thirty-fi fth resolutionAppointment of Ms. Juliette FAVRE as Director
Juliette FAVREAge: 44 French national • Director of Essilor since 2015
• Director representing Valoptec Association (employee shareholding)
• Member of the Audit and Risk Committee and member of the Corporate Social Responsibility (CSR) Committee
• Number of Essilor International shares held as of December 31, 2016: 3,309
• Other positions and directorships in listed companies as of December 31, 2016: none
Ms. FAVRE contributes to the Board her deep familiarity with the Company and its manufacturing and sales operations. She has been proposed as a candidate by Valoptec Association. Her membership of the Board of Directors is a strong signal of the importance the Company attaches to employee share ownership.
Ms. Juliette FAVRE is head of the Lab 4.0 program of Satisloh (Essilor's Equipment Division) and President of Valoptec Association. She began her career at SEITA as engineer in the industrial sector. She joined Essilor in 2000 on the European distribution sector to manage organisation and support projects. In 2005, she joined the Research and Development Department as project manager in charge of New Products. In 2007, she was sent to Singapore to provide technological advisory to Asia-Pacifi c zone, then to Bangkok in 2009 in charge of Asia industrial engineering teams. In 2012, she was appointed as Industrial Director and returned to France to ensure industrial development of the Instruments Division and implement new service activities with high added value by developing the customer service and the supply chain.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 34 and
36 to 39 and approval by the Special Meeting of shareholders
with double voting rights of the resolution related to the
cancellation of double voting rights provided for in Article 24
of the Company’s by-laws (in their version prior to the
amendments decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Ms. Juliette FAVRE, of French nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later .
452017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
36 Thirty-sixth resolutionAppointment of Ms. Henrietta FORE as Director
Henrietta FOREAge: 68 American national
• Director of Essilor since May 11, 2016• Number of Essilor International shares held as of December 31,
2016: 1,000• Other positions and directorships in listed companies as of
December 31, 2016: Director of General Mills Inc. (USA), Exxon Mobil Corporation (USA) and Theravance Biopharma Inc. (USA)
Ms. FORE will bring to the Board her business leadership experiences in both public and private sectors as well her commitment to international development organiz ations.
Ms. Henrietta FORE is Chairman of the Board of Directors and Chief Executive Offi cer of Holsman International. From 2007 to 2009, Ms. FORE was Administrator of the United States Agency for International Development (USAID), and Director of United States Foreign Assistance. She was the fi rst woman to hold these positions. From 2005 to 2007, Ms. FORE served as Under Secretary of State for Management (Chief Operating Offi cer for the Department of State). Ms. FORE served as the 37th Director of the United States Mint in the Department of Treasury from 2001 to 2005, a role for which she received the Alexander Hamilton Award in 2005, the Department of Treasury’s highest honor. Previously, she had managed private companies specializ ed in the manufacture of steel and cement products for use in the construction industry.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this General
Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 35 and 37 to 39
and approval by the Special Meeting of shareholders with double
voting rights of the resolution related to the cancellation of
double voting rights provided for in Article 24 of the Company’s
by-laws (in their version prior to the amendments decided by
this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Ms. Henrietta FORE, of American
nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
46 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
37 Thirty-seventh resolutionAppointment of Mr. Bernard HOURS as Director
Bernard HOURSAge: 60 French national
• Director of Essilor since 2009• Number of Essilor International shares held as of December 31,
2016: 5,661• Other positions and directorships in listed companies as
of December 31, 2016: Member of the Supervisory Board of Somfy S.A.
Mr. HOURS brings to the Board his experience as a senior manager of a major international group and his knowledge in the fi eld of marketing and sales.
Mr. Bernard HOURS held the position of Chief Operating Offi cer of Danone from January 2008 to September 2014 and Vice Chairman of the Board of Directors from April 2011 to October 2014. He joined Danone in 1985, working fi rst in sales and marketing for Evian and Kronenbourg, then as Marketing Director for Danone France in 1990. He was then President of Danone Hungary (1994) and Danone Germany (1996) before becoming President of LU France in 1998. In 2001, he joined the Dairy Division as President of Business Development and became Vice President of that Division in 2002.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this General
Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 36 and 38 to 39
and approval by the Special Meeting of shareholders with double
voting rights of the resolution related to the cancellation of
double voting rights provided for in Article 24 of the Company’s
by-laws (in their version prior to the amendments decided by
this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Bernard HOURS, of French nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
472017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
38 Thirty-eighth resolutionAppointment of Ms . Annette MESSEMER as Director
Annette MESSEMERAge: 52 German national
In 2013, she joined Commerzbank AG as Divisional B oard M ember, fi rst with responsibility for the capital markets client franchise and currently for the performance and steering of the division.
• Director of Essilor since 2016 • Number of Essilor International shares held as of December 31,
2016: 1,000• Other positions and directorships in listed companies as of
December 31, 2016: Member of the Supervisory Board of K+S AG (Kassel, Germany).
Ms. MESSEMER will bring to the board her extensive experience in strategy, fi nance, accounting and risk management having worked for over 20 years with leading multinational corporations and fi nancial institutions, including regulators.
Ms . Annette MESSEMER is a Divisional Board Member, Corporate Clients at Commerzbank AG in Frankfurt am Main (Germany). In this position, she also serves on all the relevant bank committees such as the group credit committee.
Furthermore, Ms. Messemer is a member of the supervisory board of K+S AG (Kassel, Germany). She has also served on the supervisory board of Commerzreal (Wiesbaden, Germany) until 2016 and of WestLB AG until 2011 (Düsseldorf, Germany).
She started her career in investment banking at J.P. Morgan in New York in 1994 to continue her career in Frankfurt and London. During the 12 years of her career at J.P. Morgan, she gained extensive experience in fi nance, leading strategic M&A and fi nancing transactions as well as risk management transactions. She left J.P. Morgan as a Senior Banker in 2006 to join Merrill Lynch as Managing Director and member of its German executive committee. In 2010, she accepted the nomination to the supervisory board of WestLB by the German ministry of fi nance, to support one of the most signifi cant bank restructurings in Germany during the fi nancial crisis.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 37 and
39 and approval by the Special Meeting of shareholders with
double voting rights of the resolution related to the cancellation
of double voting rights provided for in Article 24 of the
Company’s by-laws (in their version prior to the amendments
decided by this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Ms. Annette MESSEMER, of German
nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
48 2017 COMBINED GENERAL MEETING/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
39 Thirty-ninth resolutionAppointment of Mr. Olivier PÉCOUX as Director
Olivier PÉCOUXAge: 58 French national
• Director of Essilor since 2001• Number of Essilor International shares held as of December 31,
2016: 1,000• Other positions and directorships in listed companies as of
December 31, 2016: none
Mr. PÉCOUX brings to the Board his experience in fi nancial and banking matters and his extensive knowledge of Essilor that he has accompanied since 2001.
Mr. Olivier PÉCOUX is Chief Executive Offi cer of the Rothschild & Co group, which he joined in 1991.
Since June 2012, he has been Executive Director of Rothschild & Co Gestion and General Partner of Rothschild & Co SCA. He began his career at Peat Marwick then at Schlumberger as a fi nancial advisor in Paris and New York. In 1986, he joined Lazard Frères in Paris and was named Vice Chairman of the investment bank’s New York offi ce in 1988.
The General Meeting, having fulfi lled the quorum and majority
requirements for ordinary general meetings, pursuant to Article 12
of the by-laws, (in their version prior to the amendments approved
by this General Meeting, as applicable) ;
• subject to the condition precedent of the approval by this
General Meeting of Resolutions 20, 21, 22, 23, 24, 26 to 38 and
approval by the Special Meeting of shareholders with double
voting rights of the resolution related to the cancellation of
double voting rights provided for in Article 24 of the Company’s
by-laws (in their version prior to the amendments decided by
this General Meeting, as applicable);
• subject to the condition precedent of the completion of the
Contribution (subject to the apport-scission regime) of all
Luxottica shares held by Delfi n to the Company, pursuant
to the terms and conditions of the Contribution Agreement
dated March 22, 2017, as mentioned in Resolution 22 of this
Meeting;
• after having reviewed the Board of Directors’ r eport;
resolves to appoint, as D irector, Mr. Olivier PÉCOUX of French nationality.
This term of offi ce will begin on the fi nal completion date of the
Contribution (subject to the apport-scission regime) of all Luxottica
shares held by Delfi n to the Company, pursuant to the terms and
conditions of the C ontribution A greement dated March 22, 2017, as
set forth in Resolution 22 of this General Meeting.
This term of offi ce is granted for a duration that will expire (i) at
the end of the 2020 General Meeting convened to approve the
fi nancial statements for fi scal year 2019, if the C ompletion D ate
of the aforementioned Contribution occurs within 6 months from
this General Meeting , or (ii) at the end of the 2021 General Meeting
convened to approve the fi nancial statements for fi scal year 2020,
if the C ompletion D ate of the aforementioned Contribution falls
6 months after this General Meeting or later.
Resolution 40 is a standard resolution covering the powers to carry out the legal formalities necessary after the Shareholders’ Meeting.
Any bearer of a copy or an extract of the minutes of this Meeting shall be vested with the power to fi le documents and eff ect publications
with regard to the above resolutions.
40 Fortieth resolutionPowers to carry out legal formalities
492017 COMBINED GENERAL MEETING/ESSILOR
6 ESSILOR IN 2016
ESSILOR IN 2016
Key fi gures and highlights
€ millions 2016 2015 % Change
Revenue 7,115 6,716 +5.9%
Contribution from operations (1) 1,321 1,263 +4.6%
(% of revenue) 18.6% 18.8%
Operating profi t 1,230 1,183 +3.9%
Profi t attributable to equity holders 813 757 +7.4%
(% of revenue) 11.4% 11.3%
Earnings per share (in €) 3.79 3.57 +6.2%
Free cash fl ow (2) 900 867 +3.8%
(1) Revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating expenses).
(2) Net cash from operating activities less purchases of property, plant and equipment and intangible assets, according to the IFRS consolidated cash fl ow statement.
Contribution from operations (1)
(in € millions
and as a % of revenue)
2015 2016
1,263
18.8%
1,321
18.6%
+4.6%
Profi t attributable to equity holders(in € millions)
2015 2016
757 813
+7.4%
Earnings per share(in €)
2015 2016
3.57 3.79
+6.2%
(1) Revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating expenses).
Commenting on the 2016 results, Hubert SAGNIÈRES , Chairman
and Chief Executive Offi cer of Essilor, said:
“In 2016, Essilor achieved another year of earnings growth, continued
its mission to improve vision care around the world and expanded
its operational and geographic reach. We are beginning 2017 with
a strengthened leadership team and operational structure in order
to even more eff ectively capture the growth opportunities off ered by
the vast eye-care market. Multiple initiatives are already underway
in terms of innovation, product and service off erings. As a result,
we expect a progressive acceleration in growth over the course of
the year. Furthermore, the proposed combination with the Luxottica
group would enable the integration of lenses, frames and distribution
to open up particularly exciting new prospects”.
In 2016, Essilor continued to provide an ever-growing number
of solutions for unmet visual needs by pursuing a strategy of
expanding its scope of operations in corrective lenses, sunwear
and online sales. This strategy, which is based on innovation,
consumer marketing and partnerships, led to the launch of many
new products and about €209 million of investment in media
spend to build greater awareness of the Group’s brands among
consumers.
In corrective lenses, Essilor continued to expand into new
territories. In addition, the growth generated by new products,
media campaigns, integrated supply chain services and
acquisitions more than off set market fl uctuations in a number of
regions (notably the United States, Brazil and the Middle East).
Moreover, the Company continued to strengthen its sunwear and
online retail activities by developing innovative product ranges,
implementing new information systems and completing additional
acquisitions.
50 2017 COMBINED GENERAL MEETING/ESSILOR
6 ESSILOR IN 2016
The 2016 fi scal year was characterized by several highlights:
• sales growth of 7.6% (excluding currency eff ects) which
refl ected healthy performance in both fast-growing
markets and Europe, mixed fortunes in North America and
the completion of 18 new partnerships and acquisitions
representing cumulative full-year revenues of approximately
€304 million;
• the global roll-out of the new Eyezen™ category of lenses
for users of digital devices and the launch in the United
States and Europe of Eye Protect System™, the new leading
lens in the fi eld of protection against UV rays and harmful
blue-violet light;
• strong growth of online retail activities, bolstered by two
signifi cant acquisitions (Vision Direct and MyOptique);
• subdued full year performance by the Sunglasses &
Readers division, despite improved momentum during the
second half;
• r obust performance by the Equipment division throughout
the year, refl ecting the appetite of many optical industry
players for the latest lens manufacturing technologies.
Consolidated revenue
% Change(reported)
% Change(like-for-like) (1)
Change in the scope of
consolidationCurrency
eff ect€ millions 2016 2015
Lenses & Optical Instruments 6,218 5,840 +6.5% +3.9% +4.3% -1.7%
North America 2,707 2,587 +4.6% +2.0% +2.8% -0.2%
Europe 1,905 1,777 +7.2% +3.4% +6.0% -2.2%
Asia/Pacifi c/Middle East/Africa 1,138 1,071 +6.2% +7.5% +1.0% -2.2%
Latin America 468 405 +15.6% +8.0% +16.1% -8.4%
Sunglasses & Readers 685 673 +1.7% +1.0% +2.5% -1.8%
Equipment 212 203 +4.8% +4.7% +0.2% -0.1%
TOTAL 7,115 6,716 +5.9% +3.6% +4.0% -1.7%(1 ) Growth at constant scope and exchange rates.
Revenue by operating segment
As a % of total revenue
Sunglasses
& Readers
10%
Equipment
3%Lenses
and Optical
Instruments
87%
Revenue by region, across all business divisions
As a % of total revenue
Europe
28%
Latin America
7%
Asia/
Pacific/
Middle East/
Africa
18%
North
America
47%
In 2016, consolidated revenue totaled €7,115 million, an increase of 7.6% excluding the currency eff ect.
On a like-for-like (1) basis, sales increased 3.6%, representing 4.1%
growth over the fi rst half-year and 3.1% over the second against a
higher comparison base.
The consolidation scope eff ect (up 4.0%) was entirely composed of
the contribution of bolt-on acquisitions (2) during the year.
The overall exchange rate eff ect (negative 1.7%) refl ected an
appreciation of the euro against the Company’s major billing
currencies, mainly the British pound, Chinese yuan, Brazilian
real, Canadian dollar and Mexican peso, partially off set by the
strengthening of both the Japanese yen, and at the end of the year,
the US dollar against the euro.
(1) Growth at constant scope and exchange rates.
(2) Local acquisitions or partnerships.
512017 COMBINED GENERAL MEETING/ESSILOR
6 ESSILOR IN 2016
Consolidated Statement of Income
Condensed Statement of Income
€ millions 2016 2015 % Change
Revenue 7,115 6,716 +5.9%
Gross profi t(% of revenue)
4,18158.8%
4,01259.7%
+4.2%–
Operating expenses 2,860 2,749 +4.0%
EBITDA (a)
(% of revenue)1,69523.8%
1,64724.5%
+2.9%–
Contribution from operations (b)
(% of revenue)1,32118.6%
1,26318.8%
+4.6%–
Operating profi t(% of revenue)
1,23017.3%
1,18317.6%
+3.9%–
Finance costs, net (66) (63) –
Income tax expense 285 308 -7.8%
(tax rate) 24.5% 27.5% –
Net profi t 880 813 +8.2%
Attributable to equity holders of Essilor International(% of revenue)
81311.4%
75711.3%
+7.4%–
Earnings per share (in €) 3.79 3.57 +6.2%
(a) EBITDA is defi ned as earnings before interest, taxes, depreciation and amortization of property, plant and equipment, and intangible assets, and the re-measurement of
inventories arising from acquisitions.
(b) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other
operating expenses).
Consolidated results
4.2% increase in gross profi t
Gross profi t (revenue less cost of sales) stood at €4,181 million
for the year, representing 58.8% of revenue, versus 59.7% in 2015.
Despite signifi cant operating effi ciency gains, the fall in gross
margin was due to two major factors, namely weaker lens sales
in North America and the growth of the online business, for which
gross profi t is below the Company average.
Operating expenses: up 4.0%
Operating expenses amounted to €2,860 million and represented
40.2% of revenue, versus 40.9% in 2015.
They mainly included:
• €214 million in R&D and engineering costs, stable compared
to 2015;
• €1,750 million in selling and distribution costs, up from
€1,678 million in 2015, mainly refl ecting sales force
expansion.
52 2017 COMBINED GENERAL MEETING/ESSILOR
6 ESSILOR IN 2016
Contribution from operations (1) kept at a high level
Contribution from operations (1) rose 4.6% to €1,321 million while
the margin retreated to 18.6% of revenue. This slight deterioration
(down 20 basis points) refl ected the combination of:
• fi rstly, positive operating leverage linked to organic growth1
in Company revenue and synergies implemented with
partners;
• secondly, the dilution resulting from bolt-on acquisitions (2),
in particular those made in the online retail sector and
whose contribution from operations (1) as a percentage of
sales was lower than the Company average.
Operating profi t: up 3.9% to €1,230 million or 17.3% of revenue
“Other income and expenses from operations” represented a net
expense of €91 million versus a net expense of €80 million in 2015.
These outlays covered:
• a total of €33 million in charges for restructuring provisions,
mainly related to the streamlining of a number of production
sites, the restructuring of trade fl ows and the impairment of
intangible assets in North America;
• compensation costs for share-based payments (in particular
performance share plans), totaling €64 million.
Finance costs and other fi nancial income and expenses, net
This item came to a net expense of €66 million, compared with
€63 million in 2015.
Profi t attributable to equity holders: up 7.4% to €813 million
Profi t attributable to equity holders is stated after:
• €285 million in income tax expense compared with
€308 million in 2015, representing an eff ective tax rate of
24.5%, compared with 27.5% in 2015. The lower rate was
mainly due to a reduction in the tax on dividends as a result
of a signifi cant part of the 2015 fi scal year dividend being
paid in Company shares, as well as to the advance pricing
agreement (APA) on royalty rates signed between France
and the United States in 2016;
• €67 million in non-controlling interests, compared with
€56 million in 2015. This increase was primarily due to
the impact of higher earnings for a number of Essilor’s
partners, in particular in Asia and Russia.
Earnings per share were €3.79, an increase of 6.2% which
outpaced the growth in revenue.
(1) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other
operating expenses).
(2) Local acquisitions or partnerships.
532017 COMBINED GENERAL MEETING/ESSILOR
7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA
PRESENTATION OF THE PROPOSED COMBINATION
BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA
Benefi ts of the transaction for Essilor, Luxottica and their respective shareholders
Creation of an integrated company through the unique combination
of global players with complementary strengths
The proposed combination would benefi t Essilor, Luxottica and
their respective shareholders through a signifi cant increase in the
geographic and commercial reach of their respective operations.
This would provide the combined company with additional
resources to combat problems of awareness and access to
care against vision problems and serve the growing appetite for
premium brands in eyewear , creating the traction necessary to
unlock the underlying growth potential in vision care, particularly
in underserved markets. With this additional scale, the combined
company would also have greater fl exibility to invest and capture
internal and external growth opportunities.
This proposed combination is particularly attractive for the
companies and their shareholders because Essilor and Luxottica
have signifi cant complementary strengths. Essilor and Luxottica
would each gain entry into new markets and sectors where they
currently have a more limited presence but the other company is
an established player, unlocking new opportunities for growth and
innovation.
Terms and conditions of the transaction
The strategic combination between Essilor International and Luxottica,
would be carried out as follows :
(i) P ursuant to a contribution subject to the apport-scission regime
submitted to the approval of the Company’s General Shareholders’
Meeting, Delfi n would contribute its entire stake in Luxottica
(62.55%) (1) to the Company in exchange for new ordinary shares
to be issued by the Company, on the basis of an exchange ratio
of 0.461 Essilor shares for one Luxottica share (subject to an
adjustment provided for in the relevant contribution agreement,
which is the subject of Resolution 22 of the Combined General
Shareholders' Meeting of May 11, 2017);
(ii) T he Company would implement a hive-down of its activities
and equity interests into one of its wholly-owned subsidiaries
that would be renamed “Essilor International”;
(iii) T he Company would be renamed “EssilorLuxottica” and would
become a holding company;
(iv) T he Company would subsequently launch a mandatory exchange
off er in accordance with the provisions of Italian law, to acquire all
of the remaining issued and outstanding Luxottica shares, pursuant
to the same exchange ratio as for the contribution of Delfi n, with a
view of delisting the Luxottica shares.
Stable shareholder structure (resulting from the completion of the Contribution)
The proposed transaction would create a benefi cial and stable long-
term shareholding structure for the combined company. Following
the Contribution and the Off er, Delfi n would own between 31%(2 )
and 38% (2 ) of the share capital of EssilorLuxottica. Mr. Del VECCHIO ,
as Executive Chairman and Chief Executive Offi cer of the combined
company and ultimate controlling person of Delfi n, would be fully
aligned on the strategic goals of EssilorLuxottica and enable it to forge
forward supported by a unique growth strategy. The proposed
transaction would also provide an opportunity for the employees of
EssilorLuxottica to participate in the anticipated value creation and
success through their meaningful share ownership in the combined
company.
(1) As of December 31, 2016.
(2) On a fully diluted basis.
54 2017 COMBINED GENERAL MEETING/ESSILOR
7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA
Changes to voting rights of the Essilor shares (subject to approval by the Special Meeting of holders of shares with double voting rights attached and the Combined General Shareholders’ Meeting of May 11, 2017)
In connection with the contemplated combination, changes to the
by-laws of the combined company shall be adopted and become
eff ective as of the completion date of the contribution (subject to
the apport-scission regime) of all Luxottica shares held by Delfi n to
the Company, in particular in order to:
• Rename the company “EssilorLuxottica”;
• Cancel the deciding vote of the Chairman of the Board of Directors;
• Cancel the double voting rights attached to certain shares
of Essilor: Essilor’s (and, following the contemplated
contribution, EssilorLuxottica’s) shareholders would no
longer have any similar benefi t, even if they hold registered
shares for at least two years or another period of time;
• Cap the voting rights of any shareholder at 31%: as a result,
no shareholder would be allowed to express more than
31% of the total number of voting rights of the combined
company (subject to a formula described in the new by-laws
of the company).
Key steps of the transaction
ESSILOR
Delfin
62%8%
Othershareholders
LUXOTTICA
Before transaction 1
* Assuming 100% acceptance rate.
Employees
and partners
Othershareholders
Delfin shall contribute its entire stake in Luxottica
to EssilorLuxottica
3
ESSILORLUXOTTICA
5%
Othershareholders
Employees
and partners
Othershareholders
LUXOTTICA
Delfin
38%
100% 62%
ESSILOR becomes
ESSILORLUXOTTICA
Delfin
62%8%
Othershareholders
LUXOTTICA
A. Essilor shall implement a hive-down
of its activities and equity interests
into one of its wholly-owned
subsidiaries renamed “Essilor International”
B. Essilor shall be renamed “EssilorLuxottica”
and will become a holding company
2
Employees
and partners
Othershareholders
EssilorLuxottica shall subsequently launch
a mandatory exchange offer to acquire all
of the remaining issued and outstanding
Luxottica shares
4
ESSILORLUXOTTICA
4%*
Othershareholders
Employees
and partners
LUXOTTICA
Delfin
31%*
100% 100%*
ESSILOR
INTERNATIONAL
100%
ESSILOR
INTERNATIONAL
ESSILOR
INTERNATIONAL
To consult all the documents related to this Combined Shareholders' Meeting, in particular the documents related to this transaction,
please go on: www.essilor.com, section : Investors/Annual Shareholders' Meeting.
552017 COMBINED GENERAL MEETING/ESSILOR
8 GOVERNANCE
GOVERNANCE
As of March 22, 2017, Essilor’s Board of Directors has fourteen
members, including three members representing employee
shareholders and one member representing employees.
Members of the Board of Directors contribute their management
expertise and/or experience to the Company in a variety of areas,
including general and practical business knowledge, expertise in
a specifi c Essilor International business segment or several years
of experience in managing international companies. This diversity
and this complementarity of backgrounds is also a result of the
internationalization of the Board of Directors, on which people
of six diff erent nationalities serve (American, Canadian, Chinese
French, German and Singaporean). The Company’s Directors have
a duty of care and exercise complete freedom of judgment.
The operations of the Board of Directors and the special Board
Committees are governed by internal rules adopted by the Board
at its meeting of November 18, 2003, and revised several times
since then, and by a Directors’ Charter. The main elements of these
two documents are reproduced in full, along with the Articles,
on the Company’s website, in the “Group / A unique governance
model” Section.
In 2016, the Board of Directors held fi ve meetings, including one
meeting focused on the Company’s strategy. The average duration
of the meetings was three hours. The average attendance of the
Directors at the Board Meetings was close to 99% for all the
meetings of the Board and the Committees.
Committees of the Board of Directors as of March 22, 2017
Audit and Risk Committee
• Annette MESSEMER, Chairwoman
• Philippe ALFROID
• Juliette FAVRE
• Jeanette WONG (1)
Nominations Committee
• Olivier PÉCOUX, Chairman
• Philippe ALFROID
• Bernard HOURS
• The Chairman and Chief Executive Offi cer and a Director
representing employee shareholders are involved
in the work of the Committee.
Executive Offi cers and Remuneration Committee
• Bernard HOURS, Chairman
• Henrietta FORE
• Marc ONETTO
Corporate Social Responsibility (CSR) Committee
• Louise FRÉCHETTE, Chairwoman
• Antoine BERNARD DE SAINT-AFFRIQUE
• Juliette FAVRE
• Hubert SAGNIÈRES
Strategy Committee
(all the members of the Board of Directors)
(1) Jeanette WONG has been appointed on a provisional basis to the Board of Directors of Essilor International as from March 22, 2017. Her appointment is submitted for
ratifi cation by the Shareholders’ Meeting of May 11, 2017, to replace Benoît BAZIN who expressed his wish to have his term of offi ce as Director terminated.
56 2017 COMBINED GENERAL MEETING/ESSILOR
8 GOVERNANCE
Members of the Board of Directors as of March 22, 2017
Hubert SAGNIÈRES (1) Juliette FAVRE (1)
• Age: 61• Countries of citizenship: France and Canada• Chairman and Chief Executive Offi cer
of Essilor since January 2, 2012• Date of fi rst appointment: May 14, 2008• End of term: 2017• Other directorships and positions in listed
companies as of December 31, 2016: none
• Age: 44• Country of citizenship: France• Head of Lab 4.0 program of Essilor’s
Equipment division (Satisloh)• Director representing employee
shareholders• Date of fi rst appointment: May 5, 2015
(with eff ect from May 6, 2015)• End of term: 2017• Other directorships and positions in listed
companies as of December 31, 2016: none
Philippe ALFROID (1) Henrietta FORE (2)
• Age: 71• Country of citizenship: France• Former Chief Operating Offi cer of Essilor
(1996 - 2009)• Non-independent Director• Date of fi rst appointment: May 6, 1996• End of term: 2017• Other directorships and positions in listed
companies as of December 31, 2016: Director of Eurogerm, Gemalto NV (Netherlands) and Wabtec Corporation (USA)
• Age: 68• Country of citizenship: USA• Chairman of the Board of Directors
and Chief Executive Offi cer of Holsman International (USA)
• Independent Director• Date of fi rst appointment: May 11, 2016• End of term: 2019• Other directorships and positions in listed
companies as of December 31, 2016: Director of General Mills Inc. (USA), Exxon Mobil Corporation (USA) and Theravance Biopharma Inc. (USA)
Antoine BERNARD DE SAINT-AFFRIQUE (2) Louise FRÉCHETTE (2)
• Age: 52• Country of citizenship: France• Chief Executive Offi cer of Barry Callebaut
(Switzerland)• Independent Director• Date of fi rst appointment: May 15, 2009• End of term: 2018• Other directorships and positions in listed
companies as of December 31, 2016: none
• Age: 70• Country of citizenship: Canada• Member of the Board of the Global
Leadership Foundation (UK)• Independent Director• Date of fi rst appointment: May 11, 2012• End of term: 2018• Other directorships and positions in listed
companies as of December 31, 2016: none
Maureen CAVANAGH Yi HE (1)
• Age: 53• Country of citizenship: USA• President of Vision Impact Institute (USA)• Director representing employee
shareholders• Date of fi rst appointment: May 16, 2013• End of term: 2019• Other directorships and positions in listed
companies as of December 31, 2016: none
• Age: 63• Country of citizenship: China• President of Essilor (China) Holding
Company• Director representing employee
shareholders• Date of fi rst appointment: May 11, 2010• End of term: 2017• Other directorships and positions in listed
companies as of December 31, 2016: Director of Sun Art Retail Group Ltd (China)
(1) Term of offi ce to be renewed at the Shareholders’ Meeting of May 11, 2017.
(2) Each year, the Board of Directors reviews the situation of each of its members with regard to the independence criteria set out in the AFEP-MEDEF Code in force. T he Board
of Directors concluded that, out of the fourteen Board members, seven (as indicated above) could be considered independent. Thus, the independence ratio reaches 70%,
pursuant to the recommendations of the AFEP-MEDEF Code (i.e., not including the three Directors representing employee shareholders and the Director representing
employees).
572017 COMBINED GENERAL MEETING/ESSILOR
8 GOVERNANCE
Franck HENRIONNET Marc ONETTO (2)
• Age: 45• Country of citizenship: France• European Service Center Manager
in the Instruments Division of La Compasserie (Meuse-France) at Essilor
• Director representing employees• Date of fi rst appointment: October 28, 2014
(Works Council appointment)• End of term: 2017• Other directorships and positions in listed
companies as of December 31, 2016: none
• Age: 66• Country of citizenship: France and USA• Former Senior Vice-President Worldwide
Operations and Customer Service at Amazon (2006-2013)
• Independent Director• Date of fi rst appointment: May 5, 2015• End of term: 2018• Other directorships and positions in listed
companies as of December 31, 2016: Director of Flex Ltd (Singapore)
Bernard HOURS (2) Olivier PÉCOUX
• Age: 60• Country of citizenship: France• Former Chief Operating Offi cer of Danone
(January 2008 to September 2014)• Independent Director• Date of fi rst appointment: May 15, 2009• End of term: 2018• Other directorships and positions in listed
companies as of December 31, 2016: Member of the Supervisory Board of Somfy SA
• Age: 58• Country of citizenship: France• Chief Executive Offi cer of the Rothschild &
Co group• Non-independent Director• Date of fi rst appointment: May 3, 2001• End of term: 2018• Other directorships and positions in listed
companies as of December 31, 2016: none
Annette MESSEMER (2) Jeanette WONG (1) (2)
• Age: 52• Country of citizenship: Germany• Divisional Board Member, Corporate
Clients, Commerzbank AG (Germany) • Independent Director• Date of fi rst appointment: May 11, 2016• End of term: 2019• Other directorships and positions in listed
companies as of December 31, 2016: Member of the Supervisory Board of K+S Aktiengesellschaft (Germany)
• Age: 57 • Country of citizenship: Singapore• DBS Group (Singapore) Executive• Independent Director• Appointment on a provisional basis as from
March 22, 2017• Other directorships and positions in listed
companies as of December 31, 2016: none
(1) Jeanette WONG has been appointed on a provisional basis to the Board of Directors of Essilor International as from March 22, 2017. Her appointment is submitted for
ratifi cation by the Shareholders’ Meeting of May 11, 2017, to replace Benoît BAZIN who expressed his wish to have his term of offi ce as Director terminated.
(2) Each year, the Board of Directors reviews the situation of each of its members with regard to the independence criteria set out in the AFEP-MEDEF Code in force. T he Board
of Directors concluded that, out of the fourteen Board members, seven (as indicated above) could be considered independent. Thus, the independence ratio reaches 70%,
pursuant to the recommendations of the AFEP-MEDEF Code (i.e., not including the three Directors representing employee shareholders and the Director representing
employees).
58 2017 COMBINED GENERAL MEETING/ESSILOR
8 GOVERNANCE
Members of the Board of Directors of EssilorLuxottica resulting from the combination between Essilor International and Luxottica (1)
Members appointed by Delfi n
Leonardo Del VECCHIO Francesco MILLERI
• Age: 81• Country of citizenship: Italy• Executive Chairman and CEO
of EssilorLuxottica
• Age: 57• Country of citizenship: Italy• Deputy Chairman of Luxottica Group S.p.A. (Italy)• Director representing Delfi n
Romolo BARDIN Gianni MION
• Age: 38• Country of citizenship: Italy• Chief Executive Offi cer of Delfi n
(Luxembourg)• Director representing Delfi n
• Age: 73• Country of citizenship: Italy• Chairman of Banca Popolare di Vicenza
(Italy), Fila S.p.A. (Italy) and Space2 (Italy)• Independent Director
Giovanni GIALLOMBARDO Lucia MORSELLI
• Age: 61• Countries of citizenship: Italy and
Luxembourg• General Manager of UniCredit
Luxembourg SA• Director representing Delfi n
• Age: 60• Country of citizenship: Italy• Chief Executive Offi cer of Acciaitalia S.p.A.
(Italy)• Independent Director
Rafaella MAZZOLI Cristina SCOCCHIA
• Age: 50• Country of citizenship: Italy• Consultant at Egon Zehnder (Italy)• Independent Director
• Age: 43• Country of citizenship: Italy• Chairman and Chief Executive Offi cer
of L’Oréal Italia S.p.A. (Italy)• Independent Director
(1) As of the closing date of the contribution by Delfi n of all its shares in Luxottica. To be submitted for the approval of the General Shareholders’ Meeting of May 11, 2017.
592017 COMBINED GENERAL MEETING/ESSILOR
8 GOVERNANCE
Members appointed by Essilor International
Hubert SAGNIÈRES Bernard HOURS
• Age: 61• Countries of citizenship: France
and Canada• Executive Vice-Chairman and
Deputy CEO of EssilorLuxottica
• Age: 60• Country of citizenship: France• Former Chief Operating Offi cer of Danone
(January 2008 to September 2014)• Independent Director
Juliette FAVRE Annette MESSEMER
• Age: 44• Country of citizenship: France• Head of Lab 4.0 program of Essilor’s
Equipment division (Satisloh)• Director representing
Valoptec Association (employee shareholding)
• Age: 52• Country of citizenship: Germany• Divisional Board Member , Corporate
Clients, Commerzbank AG (Germany)• Independent Director
Henrietta FORE Olivier PÉCOUX
• Age: 68• Country of citizenship: USA• Chairman of the Board of Directors
and Chief Executive Offi cer of Holsman International (USA)
• Independent Director
• Age: 58• Country of citizenship: France• Chief Executive Offi cer of the Rothschild &
Co group• Non-independent Director
Two directors representing employees will also be appointed by the Central Works Council of Essilor by the end of 2017.
60 2017 COMBINED GENERAL MEETING/ESSILOR
9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY
REPORT ON THE EXECUTIVE CORPORATE OFFICERS
COMPENSATION POLICY
This report describes the principles and criteria for the
determination, distribution and award of the fi xed, variable and
exceptional components that make up total compensation and
benefi ts of any kind attributable to Essilor Executive Corporate
Offi cers for 2017 which will be submitted, as required by the “Sapin
2” Act, for the approval of the Shareholders’ Meeting of May 11, 2017
pursuant to Article L.225-37-2 of the French Commercial Code.
These principles and criteria will apply, where appropriate, to
any successor of both the current Chairman and Chief Executive
Offi cer and the President and Chief Operating Offi cer until the next
Shareholders’ Meeting. Likewise, these principles and criteria will
apply, where appropriate, to any additional Executive Corporate
Offi cer appointed during the 2017 fi nancial year until the next
Shareholders’ Meeting.
In addition to the items described below, a sign-on premium may
be paid in accordance with the principles established for these
purposes by the AFEP-MEDEF Code, to an Executive Corporate
Offi cer recruited externally to compensate them for elements of
compensation lost as a result of resignation from their previous
position.
It is specifi ed that the payment of the variable components and
exceptional components, if any, for fi scal 2017, is dependent on
approval by the Shareholders’ Meeting called to approve the
fi nancial statements for the year 2017.
Note: the policy described below applies to Executive Corporate
Offi cers . In the event that the Company has to appoint a
Non-Executive Board Director , then it will comply with the
recommendations set out in the AFEP-MEDEF Code.
Principles
The compensation of Executive Corporate Offi cers is set by
the Board of Directors on the recommendation of the Executive
Offi cers and Compensation Committee and in accordance with the
following key principles:
• compensation must be aligned with shareholder interests
and foster the creation of long-term shareholder value;
• the variable portion of the compensation must be closely
linked to the Company’s performance;
• compensation must be considered as a whole: all
components and the balance of those components must be
taken into account;
• compensation must be competitive with regard to the
practices of French and international companies in similar
markets;
• compensation must be aligned with the Company’s culture
and values;
• compensation must be governed by simple, clear,
transparent rules.
Fixed compensation
This must be such as to attract talented individuals from within
the Company – or, as necessary, from outside the Company – to the
most senior management positions. It must also be suffi cient to
engage their commitment and loyalty toward a long-term project.
It refl ects the extent of the holder’s role and length of service in the
position, and must be consistent with market practice.
The topic of changes to fi xed compensation is reviewed annually.
The criteria taken into account when deciding on an increase
are changes in the scope of responsibility, the holder’s level of
performance and development in the position, the economic
and social environment in the Group’s main countries, and the
positioning relative to the market for equivalent positions in
multinational companies of comparable size.
As part of the proposed combination of Luxottica and the
Company, in the event of fi nal completion of this combination
and in compliance with the rules and principles set out above,
the Board of Directors will increase the fi xed compensation of
Executive Corporate Offi cers so as to refl ect changes in their
scope of responsibility. This increase will become eff ective on the
fi rst day of the month following the closing date of the contribution
of all Luxottica shares to Essilor.
Annual performance compensation (annual variable component)
The annual variable component rewards the achievement of
the year’s strategic targets.
The variable component accounts for 100% of the fi xed
compensation if targets are fully achieved. It may reach 200%
(absolute cap) of the fi xed compensation if the targets are
exceeded.
The variable component structure and targets are defi ned at the
start of each fi scal year. The assessment of the achievement of
said targets takes place at the start of the following fi scal year,
after the Audit Committee has approved the results.
612017 COMBINED GENERAL MEETING/ESSILOR
9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY
The quantitative indicators must represent a preponderant
proportion in the structure of the variable component and are
selected from those that best refl ect the successful execution of
the strategy. The weighting between each indicator is reviewed
annually to best take into account the year’s priorities.
A target level (corresponding to 100% achievement of target) is set
for each indicator. The target level is set such that it represents an
ambitious yet achievable goal. A minimum and maximum level are
set based on that target level. The minimum level is the threshold
that triggers achievement of the target: below this minimum level,
no variable compensation is paid. The maximum level corresponds
to the cap on the target achievement rate. The philosophy is to
encourage Executive Corporate Offi cers to exceed the target level
and aim for outperformance. The indicator levels are set by taking
into account the global economic context, forecasts for growth in
the optical industry sector, and factors internal to the Company.
To assess the achievement of fi nancial targets, indicators are
calculated by neutralizing factors outside the Executive Corporate
Offi cer’s control (such as exchange rate fl uctuations and changes
in Group consolidation).
As part of the planned combination of Essilor and Luxottica,
performance criteria of Executive Corporate Offi cers will change
in the event that Luxottice contributes shares to Essilor, in order
to take into account the new group’s strategy as well as changes
to the scope of responsibilities of Executive Corporate Offi cers.
A distinction should be drawn between objectives of Executive
Corporate Offi cers depending on whether they are placed before
or after the fi nal transaction is completed with Luxottica.
The structure and objectives set for 2017 pertaining to the
Executive Corporate Offi cers are summarized below.
● Objectives before the fi nal completion date
of the transaction with Luxottica
The target variable part of Executive Corporate Offi cers is made up
of the following three objectives:
Chairman and Chief Executive
Offi cer
President and Chief Operating
Offi cer
Organic growth 25% 30%
Restated net EPS 25% 30%
Specifi c objectives 50% 40%
Each objective will be assessed on a scale from 0% to 200%.
Among the specifi c objectives are quantifi able objectives, the
successful implementation of the proposed combination and the
development of long-term growth plans.
● Objectives after the fi nal completion date
of the transaction with Luxottica
The target variable part of Executive Corporate Offi cers is made up
of the following three objectives:
Executive Chairman and
Chief Executive Offi cer
Executive Vice-Chairman and
Deputy Chief Executive Offi cer
Organic growth 30 % 30 %
Restated net EPS 30 % 30 %
Specifi c objectives 40 % 40 %
Each objective will be assessed on a scale from 0% to 200%.
Among the specifi c objectives are quantifi able objectives and the
successful implementation of an integration plan .
Long-term compensation plan
The long-term compensation plans are designed to encourage
creation of lasting value for shareholders and to promote an
alignment of the interests of the Executive Corporate Offi cers with
those of shareholders.
Since 2010, these plans have primarily taken the form of an
award of performance shares pursuant to Articles L.225-197-1 .
of the Commercial Code and the authorizations approved by the
Shareholders’ Meeting.
Throughout its history, Essilor has developed an employee
shareholding culture that has played a fundamental role in its
development and success. Performance share awards are a key
component of the Company’s compensation policy. In addition, the
“performance shares” component of the compensation structure
has a major weighting that increases by level of responsibility.
For executives, performance shares must represent the largest
portion of total compensation (fi xed + performance-based variable
+ performance shares). This is key to ensuring alignment with
shareholder interests.
● Terms for performance share awards
These awards occur during the same calendar periods.
Performance shares awarded to Executive Corporate Offi cers
must comply with the following ceilings:
• valued in accordance with the IFRS applied in preparing
the consolidated fi nancial statements, an award may not
represent an amount greater than 75% of target total
compensation (corresponding to the sum of annual fi xed
compensation, target variable component for the fi scal year
and the long-term incentive valued in accordance with IFRS);
• an Executive Corporate Offi cer may not receive an award
exceeding 7% of the total awards (stock-options +
performance shares) granted each year.
62 2017 COMBINED GENERAL MEETING/ESSILOR
9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY
● Vesting conditions of performance shares
Unless a sizeable transaction occurs that aff ects the Company
and has a signifi cant impact on the selected performance criteria,
the vesting of performance shares is wholly subject to the
achievement of performance conditions measured over a period
of at least three years and an employment condition:
• the performance criteria selected are designed to
guarantee creation of lasting value for shareholders and
align the interests of the benefi ciaries with those of the
shareholders. For this purpose, the main criterion is linked
to the performance of the Company’s shares;
• a condition of employment for a minimum of three years
is also stipulated in order to guarantee the long-term
commitment of the benefi ciaries to serve the Company. In
cases of retirement, disability or death, this employment
condition is lifted.
The Executive Corporate Offi cers must meet additional
performance conditions in addition to the performance conditions
applicable to all plan benefi ciaries.
● Other obligations
To strengthen alignment with shareholders’ interests, the Executive
Corporate Offi cers are required to keep one-third of the shares
vested throughout their term of offi ce. This requirement to keep
shares is lifted when Executive Corporate Offi cers permanently
hold an aggregate number of shares equivalent to two years’
target cash compensation (fi xed + variable component) , through
acquiring shares and exercising of stock-options . The target cash
compensation used is that of the year during which an Executive
Corporate Offi cer intends to sell performance shares.
In accordance with the AFEP-MEDEF Code, the Executive Corporate
Offi cers have pledged not to use any hedging strategies, until the
expiration of their term of offi ce, to manage the risk related to the
shares awarded under long-term incentive plans.
Pursuant to the Directors’ Charter, Executive Corporate Offi cers
are required to:
• refrain from any transactions involving the Company’s stock
during the period preceding the publication of privileged
information of which they have knowledge;
• abide by the 30-day “blackout periods” through and including
the publication date of the annual and half-year fi nancial
statements and the 15-day “blackout periods” through and
including the publication date of quarterly information. The
schedule for these blackout periods is drawn up annually.
Exceptional compensation
The Board of Directors has adopted the principle by which
the Executive Corporate Offi cers may receive exceptional
compensation under certain circumstances which must be
specifi cally disclosed and justifi ed, bearing in mind that the
payment of such compensation can only be made subject to the
approval of shareholders pursuant to Article L.225-37-2 of the
French Commercial Code.
This exceptional compensation may not exceed 100% of the fi xed
compensation of the Executive Corporate Offi cer.
Supplementary pension
The supplementary pension plan is designed to reward the loyalty
of Executive Corporate Offi cers who have spent a signifi cant
portion of their careers with the Company by entitling them to a
retirement pension in line with market practices.
The supplementary pension plan is built around the following
principles:
1. a minimum length of service condition of 10 years must be
met to benefi t from the plan;
2. the pension benefi t is proportional to length of service in the
Group;
3. the reference compensation on which the calculation of the
fi nal pension is based is calculated according to compensation
paid over the last three years;
4. pursuant to applicable law , annual potential rights are capped
at 3% of annual compensation and subject to the fulfi llment of
performance conditions;
5. the fi nal pension benefi t is capped.
Essilor reserves the right to adjust the supplementary pension
plan to take account of legislative developments and market
practices.
Employee benefi ts: Group death / disability and health insurance plans and the defi ned contribution pension plan
Executive Corporate Offi cers are eligible for the Group
death / disability and health insurance plans and the defi ned
contribution pension plan set up by the Company for all its
managers and executives.
The defi ned-contribution pension plan is based on a fl at employer-
contribution rate, currently set at 1% of gross compensation paid.
Benefi ts in kind
Executive Corporate Offi cers are eligible for:
• a company car, in accordance with the Company’s internal
rules;
• unemployment insurance.
632017 COMBINED GENERAL MEETING/ESSILOR
9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY
Suspension of the employment contract for Executive Corporate Offi cers upon appointment
Developing an eff ective long-term strategy means not only having
a thorough knowledge of the market, customers, competitors
and technologies, but also of the Company’s culture. For that
reason, Essilor prioritizes internal talent development as much as
possible.
When an employee with at least 10 years’ service in the Company
is promoted to an Executive Corporate Offi cer position, the Group’s
policy is to suspend his/her employment contract. In eff ect, this
solution prevents the resignation of an employee or the initiation
of a mutually agreed termination procedure for an employee who
has been successful in the Group.
Termination benefi ts for an Executive Corporate Offi cer whose employment contract has been suspended
An Executive Corporate Offi cer whose employment contract has
been suspended is not entitled to any compensation for loss of
offi ce in the event that their appointment as Executive Corporate
Offi cer is terminated .
On the other hand, a termination benefi t may be paid if, following
the termination of the corporate offi ce, the employment contract
were terminated at the Company’s initiative, except for serious or
gross misconduct , subject to the following conditions:
• a termination benefi t was included in the employment
contract entered into prior to the appointment as Executive
Corporate Offi cer ;
• the termination benefi t is in any event capped at two years
of the compensation specifi ed in the employment contract;
• the portion of the termination benefi t that exceeds the
legal or collective bargaining agreement limits is subject to
performance conditions (see the diagram below).
Termination benefi ts required by law or related
to the collective agreement owed, except in the
event of serious or gross misconduct, pursuant
to seniority acquired as an employee before
appointment as an Executive Corporate Offi cer
Not subject to performance conditions
+
Supplementary benefi ts, except in the event of
serious or gross misconduct
Subject to performance conditions
Amount determined based on the achievement
rate of the performance conditions
≤
Two years of
compensation
related to the
employment
contract
It should also be noted that the calculation of the termination benefi t will be based on the compensation in eff ect at the time the employment
contract was suspended.
Termination benefi ts for an Executive Corporate Offi cer whose employment contract has not been suspended
In this confi guration, which currently does not correspond to
the situation of any of the Group’s Executive Corporate Offi cers ,
the Company’s policy would be to adhere strictly to the law and
recommendations of the AFEP-MEDEF Code. Thus:
• this compensation would be capped at two years’ cash
compensation (corresponding to the average of fi xed and
variable compensation received in the last three years prior
to departure);
• this may only be paid in the event of a compelled departure
conditional upon and fully subject to the achievement of
performance conditions.
Use of external consultants and market practices benchmark
The Executive Offi cers and Remuneration Committee uses
independent specialist fi rms to measure the competitiveness of
its executive compensation.
Compensation surveys cover French and international
multinationals comparable to Essilor in terms of revenue, number
of employees, market capitalization, business sectors, degree of
internationalization, and performance profi le.
These surveys provide the Executive Offi cers and Remuneration
Committee with insight into the competitive positioning of the
compensation paid to the Executive Corporate Offi cers , and
into market trends. They are also one of the elements used to
determine their compensation.
Without being prescriptive, the positioning sought is roughly the
median for fi xed compensation and above the median for total
compensation (fi xed + variable component + long-term incentive).
The level of competitiveness of the compensation for Executive
Corporate Offi cers of the Company is directly related to their
performance.
64 2017 COMBINED GENERAL MEETING/ESSILOR
10 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS
SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS
Issued and unissued authorised capital(1): the table below summarises the currently valid delegations granted by the Shareholders’
Meetings of May 5, 2015 and May 11, 2016 to the Board of Directors relating to capital, and indicates the use of these delegations.
Delegation type
Date of Shareholders’
Meeting (resolution number)
Period (expiration date) Maximum amount authorised
Overall use at
12/31/2016
Share capital increases for employees and executive corporate offi cers
Share capital increase reserved for employees
May 11, 2016(12th)
21 months(February 10, 2018)
1.5% of the share capital(at the issue date)
0.15%
Free share award (performance shares) for employees and executive corporate offi cers
May 5, 2015(14th)
38 months(July 4, 2018)
2.5% of the share capital(at the grant date)
1.27%
Stock subscription options award for employees
May 5, 2015(15th)
38 months(July 4, 2018)
1% of the share capital(at the grant date)
0.10%
Share capital increases
Capital increase through a share issue with preferential subscription rights
May 11, 2016(13th)
26 months(July 10, 2018)
1/3 of the share capital (at the date of the Shareholders’ Meeting)
€1,500 million for securities borrowing
None
Capital increase through a share issue without preferential subscription rights
May 11, 2016(14th)
26 months(July 10, 2018)
10% of the share capital (at the date of the Shareholders’ Meeting)€1 billion for securities borrowing
None
Award of shares to qualifi ed investors or a small circle of investors (Art. L.411-2 II of the French Monetary and Financial Code)
May 11, 2016(15th)
26 months(July 10, 2018)
10% of the share capital (at the date of the Shareholders’ Meeting)
€1.2 billion for securities borrowing
None
Greenshoe option (applicable under Resolutions 13, 14, 15)
May 11, 2016(16th)
26 months(July 10, 2018)
15% of the initial issue None
Capital increase in payment for a capital contribution in kind
May 11, 2016(17th)
26 months(July 10, 2018)
10% of the share capital at the date of the Shareholders’ Meeting
None
Share issue based on price terms alternative to those laid down in Resolutions 17 and 20
May 11, 2016(18th)
26 months(July 10, 2018)
10% of the share capital at the date of the Shareholders’ Meeting
None
Overall limit of authorizations without preferential subscription rights or reserved for contributions in kind (Resolutions 14, 15, 16, 17, 18)
May 11, 2016(19th)
26 months(July 10, 2018)
10% of the share capital (at the date of the Shareholders’ Meeting)
This ceiling is deducted from the overall ceiling of one-third of the
share capital (Resolution 16)
None
Capital increase through the capitalization of reserves, profi t, premiums or other items
May 11, 2016(20th)
26 months(July 10, 2018)
€500 million None
Buyback by the Company of its own shares
Purchase by the Company of its own shares
May 11, 2016(10th)
18 months(November 10, 2017)
10% of the share capitalat the purchase date
0.13%
Reduction in share capital by cancellation of shares
Cancellation of shares acquired by the Company under Article L.225-209 of the French Commercial Code
May 11, 2016(11th)
24 months(May 10, 2018)
10% of the share capital on the day of cancellation
per 24-month period
None
(1) Article L.225-100 of the French Commercial Code.
REQUEST FOR DOCUMENTS
AND INFORMATION
Combined General Meeting of May 11, 2017
I, the undersigned:
First name and FAMILY NAME: ............................................................................................................................................................................................................
ADDRESS: ..................................................................................................................................................................................................................................................
Owner of ........................................... shares in ESSILOR INTERNATIONAL in the form of:
............................................. registered shares,
............................................. bearer shares, held in an account with (1) : .......................................................................................................................................
request that the following be sent to me:
in accordance with Article R.225-88 of the French Commercial Code, and in view of the General Meeting, the documents and
information referred to in Article R.225-83 of the French Commercial Code.
In ...................................................... on ...................................................... 2017
If you wish to receive the documents and information,
all requests must be sent to:
SOCIÉTÉ GÉNÉRALE
Service des Assemblées
CS 30812
44308 Nantes Cedex 03
FRANCE
NB – Pursuant to Article R.225-88, paragraph 3 of the French Commercial Code, holders of registered shares may, with a single request,
have the Company send them the documents referred to in Article R.225-83 of the French Commercial Code for each subsequent
Shareholders’ Meeting.
(1) State the bank, fi nancial establishment and the broker responsible for the accounts.
✂
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Email: [email protected]
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✂
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NOTES
Es
sil
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- A
DC
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M 0
5 2
01
7 -
EN
G
Essilor International
(Compagnie Générale d’Optique)
147, rue de Paris
94220 Charenton-le-Pont
France
Tél. : +33 (0)1 49 77 42 24
A French Limited Company (Société Anonyme)
with capital of €39,331,386.18
Créteil trade and Company registry n°712 049 618
www.essilor.com