EssilorLuxottica : Agenda and draft resolutions in English

ESSILORLUXOTTICA

French Société Anonyme (joint stock company) with a share capital of € 79,020,116.64

Registered office: 147, rue de Paris - Charenton-le-Pont Registred in the Trade & Companies Registry of Créteil under no. 712 049 618

(the "Company")

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COMBINED SHAREHOLDERS' MEETING

21 MAY 2021

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AGENDA AND DRAFT RESOLUTIONS

Ordinary resolutions

• 1. Approval of the 2020 Company financial statements;

• 2. Approval of the 2020 consolidated financial statements;

• 3. Allocation of earnings and setting of the dividend;

• 4. Agreements falling within the scope of Articles L.225-38 and subsequent of the French Commercial Code;

• 5. Approval of the report on the compensation and benefits in kind paid in 2020 or awarded in respect of 2020 to corporate officers;

• 6. Approval of the fixed, variable and exceptional components comprising the total compensation and benefits in kind paid in 2020 or awarded in respect of 2020 to Leonardo Del Vecchio, Executive Chairman until December 17, 2020 and Chairman of the Board of Directors from this date;

• 7. Approval of the fixed, variable and exceptional components comprising the total compensation and benefits in kind paid in 2020 or awarded in respect of 2020 to Hubert Sagnières, Executive Vice-Chairman until December 17, 2020 and Vice-Chairman of the Board of Directors from this date;

• 8. Approval of the compensation policy applicable to corporate officers for the period from January 1, 2021 to the date of the Annual Shareholders' Meeting;

• 9. Approval of the compensation policy applicable to corporate officers for the period after the Annual Shareholders' Meeting;

• 10. Authorization to be granted to the Board of Directors to proceed with the purchase of Company's own ordinary shares.

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Extraordinary resolutions

• 11. Harmonization of the Articles 4, 9, 11, 14, 16, 23 of the Company's Articles of Association with various provisions, legal and regulatory in particular, of the French Law of May 22, 2019 known as the Pacte Law;

• 12. Modification of Article 13 of the Company's Articles of Association "Duration of the Directors' term of office";

• 13. Modifications of Articles 15, 16 and 23 of the Company's Articles of Association following the governance changes;

• 14. Authorization to be granted to the Board of Directors to reduce the share capital by cancelling Company treasury shares;

• 15. Authorisation to be granted to the Board of Directors to proceed with the award of free existing shares (also called performance shares) to the benefit of members of the employed staff and/or executive officers;

• 16. Delegation of authority granted to the Board of Directors to issue shares and securities entailing a share capital increase, with preferential subscription rights (ceiling of 5% of the share capital);

• 17. Delegation of authority granted to the Board of Directors entailing a capital increase by capitalization of premiums, reserves, profits or other rights;

• 18. Delegation of authority granted to the Board of Directors for the purpose of deciding capital increases reserved for members of a Company Savings Plan (French Plans d'Epargne d'Entreprise or "PEE") without preferential subscription rights (ceiling of 0.5% of the share capital).

Ordinary resolutions

• 19. Renewal of the mandate of Director of Leonardo Del Vecchio;

• 20. Renewal of the mandate of Director of Romolo Bardin;

• 21. Renewal of the mandate of Director of Juliette Favre;

• 22. Renewal of the mandate of Director of Francesco Milleri;

• 23. Renewal of the mandate of Director of Paul du Saillant;

• 24. Renewal of the mandate of Director of Cristina Scocchia;

• 25. Appointment of Jean-Luc Biamonti as Director;

• 26. Appointment of Marie-Christine Coisne as Director;

• 27. Appointment of José Gonzalo as Director;

• 28. Appointment of Swati Piramal as Director;

• 29. Appointment of Nathalie von Siemens as Director;

• 30. Appointment of Andrea Zappia as Director;

• 31. Duration of Directors' mandate;

• 32. Power to carry out formalities.

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