EssilorLuxottica : Convening notice of ordinary and extraordinary shareholders’ meeting of May 21, 2021 – behind closed doors

NOTICE OF MEETING

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING Friday, May 21, 2021 at 10:30 am

1-5 Rue Paul Cézanne

75008 Paris - France

Behind closed doors and without

the physical presence of any shareholder

Contents

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Agenda	3
How to participate in the Shareholders' Meeting?	4
How to fill in the voting form?	9
Proposed resolutions	10
Presentation of the EssilorLuxottica group and summary of its performance in 2020	27
Governance - Information on Directors to be renewed or appointed	29
Report on the compensation policy for executive corporate officers	42
Summary table of currently valid delegations	43
Request for documents and information	45

Useful contacts

EssilorLuxottica:

Investor Relations Department

Phone number:

Charenton-le-Pont: [phone]

E-mail address:

[e-mail]

Centralising bank of the Shareholders' Meeting: BNP Paribas - Securities Services

Postal address:

BNP Paribas - Securities Services CTO Assemblées Générales Les Grands Moulins de Pantin

9, rue du Débarcadère - 93761 Pantin Cedex

Phone number: [phone]

or via the online form on https://planetshares.bnpparibas.com

Deadlines to remember

March 26

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

May 3 - 10:00 am*

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

May 18

Deadline for BNP Paribas - Securities Services to receive the voting form by mail.

May 19 - 00:00 am (1)

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

May 20 - 3:00 pm (1)

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

May 21 - 10:30 am (1)

Ordinary and Extraordinary Shareholders' Meeting held behind closed doors and without the physical presence of any shareholder.

(1) CEST

• Ordinary and Extraordinary Shareholders' Meeting • Behind closed doors • May 21, 2021 • EssilorLuxottica

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AGENDA

For the Ordinary Meeting

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;

1. 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;
2. Approval of the compensation policy applicable to corporate officers for the period from January 1, 2021 to the date of the Annual Shareholders' Meeting;
3. Approval of the compensation policy applicable to corporate officers for the period after the Annual Shareholders' Meeting;
4. Authorization to be granted to the Board of Directors to proceed with the purchase of Company's own ordinary shares.

For the Extraordinary Meeting

1. 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" ;
2. Modification of Article 13 of the Company's Articles of Association "Duration of the Directors' term of office";
3. Modifications of Articles 15, 16 and 23 of the Company's Articles of Association following the governance changes;
4. Authorization to be granted to the Board of Directors to reduce the share capital by cancelling Company treasury shares;
5. 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;

1. 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);
2. Delegation of authority granted to the Board of Directors entailing a capital increase by capitalization of premiums, reserves, profits or other rights;
3. 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'Épargne d'Entreprise or "PEE") without preferential subscription rights (ceiling of 0,5% of the share capital).

For the Ordinary Meeting

19.	Renewal of the mandate of Director of Leonardo Del Vecchio;	26.	Appointment of Marie-Christine Coisne as Director;
20.	Renewal of the mandate of Director of Romolo Bardin;	27.	Appointment of José Gonzalo as Director;
21.	Renewal of the mandate of Director of Juliette Favre;	28.	Appointment of Swati Piramal as Director;
22.	Renewal of the mandate of Director of Francesco Milleri;	29.	Appointment of Nathalie von Siemens as Director;
23.	Renewal of the mandate of Director of Paul du Saillant;	30.	Appointment of Andrea Zappia as Director;
24.	Renewal of the mandate of Director of Cristina Scocchia;	31.	Duration of Directors' mandate;
25.	Appointment of Jean-Luc Biamonti as Director;	32.	Power to carry out formalities.

Ordinary and Extraordinary Shareholders' Meeting • Behind closed doors • May 21, 2021 • EssilorLuxottica

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HOW TO PARTICIPATE

IN THE SHAREHOLDERS' MEETING?

Given the COVID-19 situation and the measures adopted by the Government particularly Ordinance No. 2020-321 of March 25, 2020 and Decree No. 2020-418 of April 10, 2020 as extended by Decree No. 2021-255 of March 9, 2021, the Shareholders' Meeting will be held behind closed doors and without the physical presence of any shareholder.

The Shareholders' Meeting will be retransmitted live (unless technical reasons make such retransmission impossible or disrupt it seriously) and in replay on the Company's website.

Given the uncertainties regarding remote communications means that could lead to an unequal treatment of shareholders, the Board of Directors of March 11,2021 decided that during the holding of the Meeting, no live vote will take place and no live questions will be asked. Shareholders may ask written questions in the conditions provided for in this notice.

1. Formalities to be carried out to give a proxy or vote by correspondence

Shareholders wishing to be represented via proxy, or to vote by mail or online, in accordance with Article R. 22-10-28 of the French Commercial Code, will have to provide evidence of ownership of their shares by 00:00 am CEST on the second business day prior to the Meeting (i.e. 00:00 am CEST, Wednesday, May 19, 2021):

• For registered shareholders:
  Through the listing of their shares on the Company registers held by BNP Paribas Securities Services.
• 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 financial intermediary that manages it.

This accounting entry for the shares must be reported in an attendance certificate issued by the authorised intermediary, as establishment of proof of shareholder status. The attendance certificate issued by the authorised intermediary must be attached to the mail voting form or the proxy request and should be sent by the authorised intermediary to the following address:

BNP Paribas Securities

Services CTO Assemblées Générales

Les Grands Moulins de Pantin

9, rue du Débarcadère - 93761 Pantin Cedex

2. Ways of participating in the Meeting

Only shareholders holding shares registered in a securities account with an authorized intermediary

on the following date may participate(1) in the Meeting:

Wednesday, May 19, 2021, 00.00 am (CEST), i.e., midnight on Tuesday, May 18, 2021.

To PARTICIPATE(1), shareholders are requested to:

VOTE BY MAIL		VOTE ONLINE
Return the voting form by mail	OR	Go online and select "voting instructions"
The form must be received by		Deadline:
Tuesday, May 18, 2021		Thursday, May 20, 2021, 3:00 pm CEST
See instructions on page 9		See instructions on page 6
If you decide to vote online, you must not send your paper voting	You have the options of:
form back and vice versa. The website will open on Monday, May 3,	•	giving a proxy to the Chairman of the Meeting or to any other
2021 from 10:00 am CEST and give you the same options as the		person at your choice (designating and revoking a proxy);
paper voting form.	• voting on the resolutions.

Note: If you own EssilorLuxottica 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: vote remotely, give a proxy to the Chairman of the Meeting or another person.

• Ordinary and Extraordinary Shareholders' Meeting • Behind closed doors • May 21, 2021 • EssilorLuxottica

How to participate in the Shareholders' Meeting?

Ways of participating in the Meeting

2.1 You can participate(1) by appointing a proxy, or by voting by correspondence (mail or online)

If you choose to give a proxy to a designated person, due to the COVID-19 crisis, such designated person will be unable to physically attend the Meeting.

Warning:

Pursuant to Article 6 of Decree No. 2020-418 of April 10, 2020 (as extended by Decree No. 2021-255 of March 9, 2021), adapting the rules for Meeting and deliberation of the assemblies and governing bodies of corporations and entities without legal entity due to the COVID-19 epidemic, any shareholder giving a mandate to one of the persons mentioned in Section I of Article L. 22-10-39 of the Code of Commerce will have to pass on to BNP Paribas Securities Services such mandate with the indication of the designated person no later than the fourth day before the General Assembly. Any revocation of the mandate must be received within the same time frame.

The designated person will not be able to physically represent the shareholder at the Meeting. Such person will have to send his/ her instructions for the exercise of his/her mandates, to BNP Paribas Securities Services by e-mail message to the following e-mail address: [e-mail] the form mentioned by Article R. 225-76 of the Code of Commerce, no later than the fourth day before the General Assembly.

Appointing a proxy

Designated proxy holder

If you have chosen to be represented by a proxy holder of your choice, you may give notice of the appointment(2):

• By regular mail, either sent directly using the paper voting form for registered shareholders or sent by the authorised intermediary holding the securities account for bearer shareholders. The notice must be received by BNP Paribas Securities Services by the fourth day preceding the Shareholders' Meeting (May 17) at the latest;
• Electronically, by connecting to the website: https:// planetshares.bnpparibas.com. (if you are a registered shareholder or if you hold shares through a dedicated employee share ownership fund i.e. "FCPE") or to your financial intermediary's portal (if you are a bearer shareholder and if the financial intermediary managing your shares has joined the "Votaccess" system and offers this service for this Shareholders' Meeting), according to the instructions described in the box on page 6, by May 17, 2021 at the latest.

Without specifying any proxy holder (representative): proxy to the President of the Meeting

You may notify us of your choice as described above (i) by mail at the latest the third day preceding the Shareholders' Meeting (May 18, 2021) or (ii) by electronic means by May 20, 2021 at 3:00 pm CEST. The Chairman of the Meeting will 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.

Voting by correspondence with your personal voting form or on the website

Voting by mail 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 BNP Paribas Securities Services 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 financial intermediary. When you have completed and signed the form, the intermediary will be responsible for transmitting it to BNP Paribas Securities Services, accompanied by an attestation evidencing your quality as shareholder.

Any request for the postal voting form will have to be received at least six days before the Shareholders' Meeting, i.e. no later than Saturday, May 15, 2021.

In all cases, the duly completed and signed personal voting form, accompanied by the attestation evidencing your quality as shareholder, will have to be received by BNP Paribas Securities Services (at the address indicated previously) at least three calendar days before the date of the Shareholders' Meeting, that is by Tuesday, May 18, 2021.

Online voting on the resolutions

• If you are a registered shareholder, pure or administrated: by connecting to the websitehttps://planetshares.bnpparibas.com.
• If you are employee shareholders (including former employees) resulting from the exercise of stock-optionsor free allocations of shares or purchases of shares in the context of share purchase plans and your shares are held Société Générale Securities Services by connecting to the sitehttps://planetshares.bnpparibas.com.
• If you are a bearer shareholder: by connecting to your financial intermediary's portal (if the financial intermediary managing your shares has joined the "Votaccess" system and offers this service for this Shareholders' Meeting).
• If you hold shares through a dedicated employee share ownership fund i.e. "FCPE": by connecting to the website https:// planetshares.bnpparibas.com. See the instructions described in the following box.

1. Participate: vote remotely, give a proxy to the Chairman of the Meeting or another person.
2. Pursuant to Articles R. 225-79 and R. 22-10-24 of the French Commercial Code, a proxy can be revoked (by the same process used for appointing a proxy holder).

Ordinary and Extraordinary Shareholders' Meeting • Behind closed doors • May 21, 2021 • EssilorLuxottica

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