EssilorLuxottica : Notice of meeting (brochure) – Ordinary and Extraordinary General Shareholders’ Meeting of November 29, 2018

NOTICE OF MEETING

ORDINARY AND EXTRAORDINARY GENERAL MEETING

Thursday, November 29, 2018 at 10:30 am

Paris Expo - Espace Grande Arche Parvis de la Défense

92044 Paris - La Défense, France

Contents

1.	Message from the Executive Chairman and the Executive Vice-Chairman	1
2.	Presentation of the new EssilorLuxottica Group	2
3.	Agenda	3
4.	How to participate in the Shareholders' Meeting?	4
5.	How to fill in the voting form?	8
6.	Proposed resolutions and statement of reasons	9
7.	Governance	19
8.	Report on the Executive Corporate Officers' compensation policy	23
9.	Request for documents and information	29

Useful contacts

EssilorLuxottica:

Investor Relations and Financial

Communications Department

Postal address:

147, rue de Paris

94220 Charenton-le-Pont - France

Phone number:

[phone]

E-mail address:

[e-mail]

Centralising bank of the Shareholders' Meeting: Société Générale

Postal address:

Société Générale -

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

Phone number:

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

Deadlines to remember

October 22

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

November 9 - 9:00 am*

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

November 26

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

November 27 - 12:00 am*

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

November 28 - 3:00 pm*

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

November 29 - 10:30 am*

Ordinary and Extraordinary

General Meeting at the

Espace Grande Arche

in Paris - La Défense.

To get to the Espace Grande Arche in Paris -

La Défense

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

• CET.

1	MESSAGE FROM
THE EXECUTIVE CHAIRMAN AND
THE EXECUTIVE VICE-CHAIRMAN

Dear Sir or Madam, Dear Shareholder,

We are pleased to invite you to attend EssilorLuxottica's

First General Meeting, which will be held on

Thursday, November 29, 2018 at 10:30 am at the Espace

Grande Arche in Paris - La Défense.

We are also very pleased to take this opportunity to celebrate the creation of EssilorLuxottica with you.

EssilorLuxottica combines two pioneers in the eyecare and eyewear industry with a unique mission: helping people see more, be more and live life to its fullest. The new Group is ideally positioned to address growing visual health needs and changing consumer lifestyles. It has extensive expertise in lens technology, eyewear design and manufacturing, a portfolio of strong brands and global distribution capabilities.

In this document you will find all relevant information for the General Meeting including the agenda, the proposed resolutions, which are submitted for your approval, as well as instructions should you wish to participate in the meeting.

We thank you for your confidence in us and look forward to seeing you at this first major event of the new EssilorLuxottica group.

Leonardo Del Vecchio	Hubert Sagnières
Executive Chairman	Executive Vice-Chairman

Ordinary and Extraordinary General Meeting • November 29, 2018 • EssilorLuxottica

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2 PRESENTATION

OF THE NEW GROUP

EssilorLuxottica (the "Company"), a fully integrated player of the eyecare and eyewear industry, is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses

The Company brings together the complementary expertise of two industry pioneers, one in advanced lens technologies and the other in the craftsmanship of iconic eyewear, to create a vertically-integrated business that is uniquely positioned to address the world's evolving vision needs and the global demand of a growing eyecare and eyewear industry.

The Company's combined strengths include recognised innovation capabilities, a high quality brand portfolio, best-in-class manufacturing and supply chain, omnichannel distribution, expert know-how in local partnerships, which form the foundation for long-term, sustainable performance of EssilorLuxottica.

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

With a worldwide presence across all stages of the value chain, EssilorLuxottica has approximately 150,000 employees

committed to providing vision care and eyewear products that meet the individual needs and aspirations of each consumer. The Company's unique business model and relentless pursuit of operational excellence ensures that consumers everywhere have access to products that have been rigorously tested to meet internationally recognized standards, from the simplest pair of glasses to the most sophisticated custom-made lenses and branded eyewear.

In 2017, EssilorLuxottica's pro forma consolidated revenues would have reached approximately Euro 16 billion.

At EssilorLuxottica, our mission is to help people see more, be more and live life to its fullest

Powering sight

80% of what people learn is processed through the eyes. But one out of three people around the world still do not have the vision care they need, and billions more are at risk of deteriorating vision. Beyond essential vision correction, EssilorLuxottica seeks to respond to the vast need for vision protection from sunlight and harmful blue light.

Powering style

Combining the best in advanced lens technology with beautifully crafted and branded frames turns a necessary device that improves vision into an accessory that not only fits comfortably in form and function, but also serves as a true expression of personal style.

The Company is in a unique position to deliver eyeglasses at all price points, across many different channels everywhere in the world, relying on all its capabilities and brands to trade consumers up, depending on their needs and means.

Find out more about the EssilorLuxottica group and its unique brand portfolio:

www.essilor-luxottica.com

2 Ordinary and Extraordinary General Meeting • November 29, 2018 • EssilorLuxottica

3 AGENDA

For the Ordinary Meeting

1. Approval of the compensation policy applicable to the Executive Corporate Officers
2. Increase of the Directors' fees
3. Ratification of the co-optation of Ms. Sabrina Pucci as Director in replacement of Ms. Rafaella Mazzoli
4. Board authorisation to proceed with the purchase of the Company's own ordinary shares

For the Extraordinary Meeting

1. Authorisation to be granted to the Board of Directors to reduce the share capital by cancelling
   Company shares
2. Delegation of authority granted to the Board of Directors for the purposes of deciding a capital increase reserved for members of a Company Savings Plan (French plans d'épargne d'entreprise or "PEE"), without preferential subscription rights (ceiling of 0,5% of the share capital)
3. Authorisation to be granted to the Board of Directors to proceed with the award of free existing shares (also called performance shares)
4. Authorisation to be granted to the Board of Directors to grant stock-optionsgiving right to purchase existing shares subject to performance conditions
5. Authorisation to be granted to the Board of Directors to proceed with the award of free existing shares to certain Luxottica group employees, replacing cash retention bonuses previously promised to them by Luxottica

For the Ordinary Meeting

10. Powers to carry out formalities

Ordinary and Extraordinary General Meeting • November 29, 2018 • EssilorLuxottica

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