COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING. THURSDAY, 16 MAY :30 a.m.

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1 NOTICE OF MEETING COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING THURSDAY, 16 MAY :30 a.m. Palais des Congrès Amphithéâtre Bleu Level 2 2 place de la Porte Maillot Paris - France

2 TABLE OF CONTENTS 1 AGENDA P.03 2 How to ParticiPAte in the SHArEHoLDErs MEEtiNG? P.04 3 PropoSED resolutions P.09 4 SuMMAry of the FiNANciAL Situation of the GrouP P.24 and 2012 Key FigurES 5 FiNANciAL results (AND other indicators) P.29 for the PASt Five FiNANciAL years 6 The Board of DirectorS P.30 7 RequESt for DocuMENts AND information P SHAREHOLDERS MEETING/ESSILOR

3 AGENDA ORDINARY RESOLUTIONS 1 Approval of the Company financial statements for the financial year ended 31 December Approval of the consolidated financial statements for the financial year ended 31 December Allocation of earnings and approval of the dividend 4 Renewal of the term of office of PricewaterhouseCoopers Audit as main auditors and their designated deputy 5 Renewal of the term of office of Mazars as main auditors and their designated deputy 6 Renewal of term of office: Mr. Yves CHEVILLOTTE 7 Renewal of term of office: Ms. Mireille FAUGÈRE 8 Renewal of term of office: Mr. Xavier FONTANET 9 Appointment of Ms. Maureen CAVANAGH as a new Director 10 Board authorisation to buy back Company shares EXTRAORDINARY RESOLUTIONS 11 Board authorisation to carry out an employee share issue, without preferential subscription rights, in accordance with provisions of the French Commercial Code and Articles L and subsequent of the French Labour Code 12 Delegation of powers to the Board to increase the capital of the Company by issuing securities with immediate or deferred rights to shares and/or to debt securities, without preferential subscription rights, that must not exceed 10% of the share capital, in connection with an offer governed by Article L , II of the French Monetary and Financial Code, in particular, to qualified investors or a limited group of investors 13 Introduction in the Company Articles of the ability to waive the double voting right 14 Power to carry out legal formalities related to the resolutions adopted by the Ordinary and Extraordinary General Meeting OTHER BUSINESS 2013 SHAREHOLDERS MEETING/ESSILOR 03

4 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? A Formalities To Be Carried Out Before Participating at the Meeting Shareholders wishing to attend the Meeting or to be represented via proxy, or to vote by post or on the Internet, in accordance with Article R of the French Commercial Code, will have to provide evidence of ownership of their shares three stock market days prior to the Meeting at 12:00 a.m. CEST (i.e. 13 May 2013, at 12:00 a.m. CEST): For registered shareholders: Through the listing of their shares in the Company s registrar. For bearer shareholders: Through the accounting entry for the shares in their name or in the name of the intermediary listed for their account (in the case of a non-resident shareholder) in the securities account held by the banking or financial intermediary that manages it. This accounting entry for the shares must be reported in a certificat de participation issued by the authorised intermediary, thereby establishing proof of their status as a shareholder. The certificat de participation 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 32 rue du Champ de Tir, BP Nantes Cedex 03, France Essilor International s registered shareholders may elect to receive their invitation and/or the proxy documents for the Shareholders Meeting by For those registered shareholders whose shares are held by the Company s registrar: They may request receipt of the information by at the Nominet website (site for managing registered securities) by checking I wish to receive an invitation to the Shareholders Meeting by . For those registered shareholders whose shares are held by their own financial intermediary: A letter with a reply coupon was sent to registered shareholders by Société Générale on 15 March 2013, which states that they may provide their authorisation by returning the reply coupon before 11 April On 26 April 2013, registered shareholders having opted for this possibility will receive their invitation and/or the proxy documents for the Meeting by at the address indicated on their reply coupon. B Ways of Participating at the Meeting 1 If you wish to attend the Meeting in person, you must request an admission card in the following manner 1.1/ If you are a registered shareholder You will either receive by regular mail or will have access to, if so requested, the notice of meeting accompanied by a specific form. You may obtain your admission card either by filling out and signing the form and returning it to Société Générale, Service des Assemblées, 32 rue du Champ de Tir, BP 81236, Nantes Cedex 03, France or: If you are a registered shareholder whose shares are held by the Company s registrar, you may request to attend the Meeting in person via the website where you will be prompted to use your usual user ID and password, If you are a registered shareholder whose shares are held by your financial intermediary, you may request an admission card via the dedicated secure website connecting by means of the user ID and password that were sent to you by mail and by following the procedure given on the screen. 1.2/ If you are a bearer shareholder To request an admission card, you must contact the authorized intermediary holding your securities account. If SHAREHOLDERS MEETING/ESSILOR

5 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? you have not received your admission card by 13 May 2013, you will have to ask your intermediary to issue a certificat de participation, which will enable you to prove your status as a shareholder three days prior to the Meeting date, so as to be admitted to the Meeting. 2 If you are not attending the Meeting in person, you can participate by appointing a proxy, voting by post, or voting via the Internet 2.1/ How to a appoint a proxy: Designating or revoking a proxy If you have chosen to be represented by a proxy of your choice, you may give notice of such an appointment or you may revoke it: By means of regular mail sent directly to the registered shareholder or sent by the authorized intermediary holding the securities account in the case of bearer shareholders and provided that the request has been received by Société Générale, Service des Assemblées, BP 81236, 32 rue du Champ de Tir Nantes Cedex 03, France by 14 May 2013 at the latest; Electronically, by connecting to the website socgen.com (if you are a registered shareholder whose shares are held by the Company s registrar) or com/essilor (if you are a registered shareholder whose shares are held by your financial intermediary or a bearer shareholder), according to the terms described in section 2.3. below by 15 May 2013 at 3:00 p.m. CEST at the latest. 2.2/ How to vote by post If you are a registered shareholder: You will receive the voting form by post or electronically, if you have so requested. If you are a bearer shareholder: You must send a request for the postal voting form to your financial intermediary. Once you have completed and signed the said form, the intermediary will be responsible for transmitting it, accompanied by a certificat de participation to Société Générale. 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 10 May In all cases, the duly completed and signed postal voting form, accompanied by the certification evidencing registration in an account for bearer shareholders, will have to be received at the address indicated above at least three calendar days before the date of the Shareholders Meeting, or by 13 May / How to vote via the Internet In accordance with the provisions of Article R of the French Commercial Code, Essilor International also makes a dedicated voting website available to its shareholders prior to the Meeting. If you are a registered shareholder whose shares are held by the Company s registrar: You may connect to the Nominet website using your Nominet connection user ID indicated on the voting form that will be sent to you by post or the notice to attend the meeting that will be sent to you by . The password for connecting to the site should have been given to you by post at the time you opened your registered share account at Société Générale. This password may be sent to you again by by clicking on I have lost my identification numbers on the home page of the website and then by ticking Obtain a new default password or unlock my access. You will then have to follow the instructions in your Personal information by clicking on the link for the heading Shareholders Meeting, appearing below Current Operation(s) title, and then selecting the Meeting concerned. After having confirmed/ changed your personal data, you will have to click on Vote to access the voting site. If you are a registered shareholder whose shares are held by your financial intermediary : Connect to the dedicated secure website com/essilor, using the user ID and password that have been sent to you by regular mail or . You will then have to follow the procedure indicated on the screen SHAREHOLDERS MEETING/ESSILOR 05

6 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? If you are a bearer shareholder: You must make a request to vote on the Internet through the authorized intermediary holding your securities account, specifying Vote via Internet. The latter will transmit it to Société Générale, attaching the certificat de participation. Upon receipt of this request and the certificat de participation, Société Générale will send a letter to the address appearing on the certificate, giving your user ID and password for connecting to the dedicated secure website You may then cast your vote. invalidate or modify, depending on the case, any vote cast by post, the proxy, the admission card or the certificat de participation. In such cases, the authorised intermediary holding the account will inform the Company or its registrar of the sale and transmit the necessary information. No sale or any other operation carried out after 12:00 a.m. CEST three business days prior to the Meeting, by whatever means used, will be recorded by the authorised intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary. Prior to the Meeting, the dedicated secure voting website will be open as of 26 April 2013, at 9:00 a.m. until 15 May 2013 at 3:00 p.m. (CEST). In order to avoid any possible overload of the Internet website dedicated to voting, it is recommended that shareholders not wait until the last minute to connect to the site. C Requests for the Inclusion of Agenda Items or Proposed Resolutions, Written Questions and Consultation of the Documents Made Available to Shareholders 1 Requests for the Inclusion of Agenda Items or Proposed Resolutions 3 Once you have cast your vote by post or on the Internet, or requested your admission card or a certificat de participation to attend the Meeting, you may no longer select another way of participating in the Meeting, in accordance with the provisions of Article R of the French Commercial Code 4 If you have already cast your vote by post, given proxy or requested an admission card or a certificat de participation you can still sell all or some of your shares before the Meeting However, if the sale occurs before 12:00 a.m. CEST three business days prior to the Meeting, the Company will Requests by shareholders to include agenda items or proposed resolutions that fulfill the conditions specified in Articles L , R and R of the French Commercial Code must, in accordance with the legal provisions, be received at the headquarters of Essilor Direction juridique, 147 rue de Paris, Charenton Cedex, France by registered letter with return receipt requested or by at the following address: invest@essilor.com, at least twenty-five days before the Meeting takes place (21 April 2013 at the latest) and by the works council, under the terms specified in Article R of the French Labour Code, within ten days of publication of the preliminary notice of meeting. Any request will have to be accompanied by certification of registration in an account that proves possession or representation by the shareholders concerned of the percentage of the share capital required by Article R of the abovementioned French Commercial Code SHAREHOLDERS MEETING/ESSILOR

7 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? A request for the inclusion of a proposed resolution shall be accompanied by the text of the resolution, and may also give a brief description of the reasons for the resolution request. A request for the inclusion of an agenda item must be wellfounded. Moreover, examination by the Meeting of the agenda items or proposed resolutions submitted by shareholders will be dependent on the transmission by the shareholders concerned of a new certificate evidencing of an accounting entry of the shares under the same conditions, by 12:00 a.m. (CEST) three stock market days prior to the Meeting (12:00 a.m. (CEST) on 13 May 2013). If the proposed resolution concerns the submission of a candidate for election to the Board of Directors, it must be accompanied by the information specified in section 5 of Article R of the French Commercial Code. The works council of the Company may request that proposed resolutions be included on the agenda under the conditions of Article R of the French Labour Code. Requests for including proposed resolutions on the agenda must be sent by the works council, represented by one of its members, to the registered office of the Company by registered letter with return receipt requested within ten (10) days of publication of the notice of meeting, i.e. by 14 April 2013 at the latest. The request must be accompanied by the text of the proposed resolution, and may include a brief description of the reasons for the request. Obligatoires. These questions shall be sent to the Chairman of the Board of Directors, at the registered office of the Company either by registered letter with return receipt requested or by to the following address: invest@essilor.com, at the latest four business days prior to the date of the Shareholders Meeting (10 May 2013). They are to be accompanied by certification of registration in an account. 3 Documents Made Available to Shareholders In accordance with the applicable legal and regulatory provisions, all documents that must be made available to shareholders in connection with the Shareholders Meetings shall be available at the registered office of the Company within the legal time limits, and, for the documents specified in Article R of the French Commercial Code, on the website of the Company at the following address: at least twenty-one days prior to the Meeting (25 April 2013). The text of any proposed resolutions presented by shareholders or by the works council of the Company as well as the list of items added to the agenda upon the request of shareholders, which are legally admissible, will be published immediately on the Company s website. For each agenda item, the Company may also publish comments by the Board of Directors. 2 Written Questions In accordance with Article R 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 et 2013 SHAREHOLDERS MEETING/ESSILOR 07

8 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? Postal Voting Form/Proxy Form To attend the Shareholders Meeting, tick box 1 and sign the form in the box indicated 6 and date your choice: tick box 4 and indicate the name and address of the individual, legal entity or association To vote by post or be represented at the Shareholders Meeting, choose from among the following possibilities: And date and sign the form in the box indicated 6 To vote by post: tick box 2 08 To give proxy to the Chairman of the Shareholders Meeting: tick box 3 To give proxy to an individual or entity or association of Before returning your form duly completed and signed, check that your personal data are correct and make any necessary changes in the box indicated SHAREHOLDERS MEETING/ESSILOR

9 PROPOSED RESOLUTIONS ORDINARY RESOLUTIONS RESOLUTIONS 1 TO 3 : Approval of the annual financial statements, allocation of earnings and approval of the dividend The first points of the agenda involve the approval of: The Company financial statements for the financial year ended 31 December The consolidated financial statements for the financial year ended 31 December A dividend of 0.88 per share for the 2012 financial year is proposed at the Shareholders Meeting. The dividend will be paid on 4 June FIRST RESOLUTION APPROVAL OF THE COMPANY FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings and having heard the management report of the Board of Directors and the general auditors report on the annual financial statements for the parent Company for the financial year ended 31 December 2012 showing a result of 407,375,824.21, approves the Company s financial statements for that financial year and the operations reflected in those statements or the summaries in those reports. 2 SECOND RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings and having heard the Group management report of the Board of Directors and the general auditors report on the consolidated financial statements for the financial year ended 31 December 2012 showing a net result of 630,424 K, 584,008 K of which are earnings attributable to equity holders of Essilor International, approves the consolidated financial statements for that financial year and the operations reflected in those statements or the summaries in those reports. 3 THIRD RESOLUTION ALLOCATION OF EARNINGS AND APPROVAL OF THE DIVIDEND The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, allocates the earnings of the financial year of 407,375, as follows: 2013 SHAREHOLDERS MEETING/ESSILOR 09

10 PROPOSED RESOLUTIONS AllocATion of 2012 earnings In Financial year earnings 407,375, Retained earnings brought forward 11,557, Allocated to legal reserves 0.00 Total distributable 418,933, Total dividend 185,096, Dividend as per bylaws 2,271, Additional dividend 182,824, Allocation to other reserves 218,000, Retained earnings 15,837, Total 418,933, The Meeting grants the Board of Directors the necessary powers to proceed with the payment of a dividend of 0.88 per ordinary share with a par value of 0.18, constituting the Company s capital and entitling the holder to receiving the dividend. This amount will be adjusted depending on the number of shares issued between this date and the dividend payment date as a result of any share subscription options which have been exercised entitling their holders to the dividend. The dividend will be paid on 4 June In the event that the Company is holding some of its own shares on that date, the corresponding dividend amount not paid out, will be allocated to the retained earnings brought forward, as stipulated in Article L of the French Commercial Code. As required by law, we set out the net dividends paid out in the previous three financial years, as follows: Financial years (in, except share numbers) Ordinary shares 214,038, ,761, ,509,972 Net dividend SHAREHOLDERS MEETING/ESSILOR

11 PROPOSED RESOLUTIONS RESOLUTIONS 4 AND 5 : Renewal of the statutory auditors terms The purpose of the 4 th and 5 th resolutions is to renew the appointment of PricewaterhouseCoopers Audit and Mazars as statutory auditors of the Essilor group for a six-year term. PricewaterhouseCoopers Audit (previously Befec-Mulquin et Associés) was appointed for the first time in 1989 and Mazars in The process leading to the recommendation to renew the two firms appointment was organized under the responsibility of the Board of Directors and, specifically, the Audit Committee and its Chairman. It involved members of the Executive Committee, the Finance Department, Internal Audit, Purchasing and Legal Affairs. The two firms submitted service proposals based on the specifications given to them. At the end of this process and after a special meeting of the Audit Committee, Essilor decided to propose renewing the appointment of PricewaterhouseCoopers Audit and Mazars. In line with the recommendations of France s securities regulator, Autorité des Marchés Financiers, the Board of Directors monitors the auditors compliance with the applicable independence rules and ensures that the signing partners rotate regularly. Mazars will be represented by a new partner for the signature of the 2013 accounts. PricewaterhouseCoopers Audit and Mazars also rotate in countries where they perform work for Essilor companies. 4 FOURTH RESOLUTION RENEWAL OF THE TERM OF OFFICE OF PRICEWATERHOUSECOOPERS AUDIT AS MAIN AUDITORS AND THEIR DESIGNATED DEPUTY The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, renews the term of office of the firm PricewaterhouseCoopers Audit as the main auditor and the term of office of their designated deputy auditor, Mr. Etienne BORIS, as these terms will expire at the end of this Meeting. The duration of these terms of office is six financial years and they will expire at the end of the General Meeting convened to deliberate on the financial statements for the financial year FIFTH RESOLUTION RENEWAL OF THE TERM OF OFFICE OF MAZARS AS MAIN AUDITORS AND THEIR DESIGNATED DEPUTY The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, renews the term of office of the firm Mazars as the main auditor and the term of office of their designated deputy auditor, Mr. Jean-Louis SIMON, as these terms will expire at the end of this Meeting. The duration of these terms of office is six financial years and they will expire at the end of the General Meeting convened to deliberate on the financial statements for the financial year SHAREHOLDERS MEETING/ESSILOR 11

12 PROPOSED RESOLUTIONS RESOLUTIONS 6 TO 9 : Re-election of three directors and election of a new director Resolutions 6 to 8 concern the re-election, for a three-year term, of Ms. Mireille Faugère, Mr. Yves Chevillotte and Mr. Xavier Fontanet. The 9 th resolution concerns the election to the Board of Ms. Maureen Cavanagh, as a director representing employee shareholders, for a three-year term. The principles underpinning the composition of the Board of Directors are as follows: The search for balance between, on the one hand, experienced directors who have a profound knowledge of the Company, and on the other hand, new directors who will bring experience that may serve the Company and its future development. Diversity in the profiles and expertise. Following these re-elections and this election, the Board of Directors will be composed of fifteen members, including four women, with four nationalities represented. Among them, nine directors are independent in the sense of the corporate governance AFEP/MEDEF Code. 6 SIXTH RESOLUTION RENEWAL OF TERM OF OFFICE: MR. YVES CHEVILLLOTE * Non-listed entities Yves CHEVILLOTTE (age 69, of French nationality) is retired. He was Chief Operating Officer of Crédit Agricole S.A. from 2002 to his retirement in He joined Crédit Agricole in 1969 and was appointed head of the bank s regional branches in In 1999, he joined the corporate office as Executive Vice President for Market Development. First elected: May 14, Chairman of the Audit Committee and member of the Appointments Committee. Number of Essilor International shares held at December 31, 2012: 1,012 Other directorships and positions held as of December 31, 2012: - Chairman of the Board of Directors of Arvige* and G.A.S.F.O.* - Vice Chairman of the Board of Directors of SA Soredic*. Mr. Yves Chevillotte gives the Board the benefit of his experience of running a major international bank and his knowledge and expertise in finance. The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings and noting that the Director s term of office of Mr. Yves CHEVILLOTTE expires today, renews this term for a period of three years, to expire at the end of the Ordinary General Meeting convened to deliberate on the financial statements for the financial year SHAREHOLDERS MEETING/ESSILOR

13 PROPOSED RESOLUTIONS 7 SEVENTH RESOLUTION RENEWAL OF TERM OF OFFICE: MS. MIREILLE FAUGÈRE Mireille FAUGÈRE (age 56, of French nationality) has been Chief Executive Officer of Assistance Publique Hôpitaux de Paris (Paris Public Hospital Group) since A graduate of the École des Hautes Études Commerciales (HEC), she began working in operational positions for the SNCF (National Railway Company) in the early 1980s. She was then given responsibility for the TGV (highspeed train) Méditerranée network. Starting in 1996, she took over the Sales and Marketing Action Department and created the voyages-sncf.com website in From 2003 to 2010, she was General Manager of the high-speed branch of the SNCF. The General Meeting, having fulfilling the required conditions for quorum and majority voting for ordinary general meetings and noting that the Director s term of office of Ms. Mireille FAUGÈRE expires today, renews this term for a period of First elected: May 11, Member of the Remunerations Committee Number of Essilor International shares held at December 31, 2012: 1,000 Other directorships and positions held as of December 31, 2012: - Director of EDF* and Chairman of the Ethics Committee of the EDF Board of Directors. Ms. Mireille Faugère gives the Board the benefit of her sales and marketing skills and her expertise in the healthcare sector. three years, to expire at the end of the Ordinary General Meeting convened to deliberate on the financial statements for the financial year EIGHTH RESOLUTION RENEWAL OF TERM OF OFFICE: MR. XAVIER FONTANET Xavier FONTANET (age 64, of French nationality) was Chairman and Chief Executive Officer of Essilor from 1996 to 2009 and Chairman of the Board of Directors from January 1, 2010 until January 2, He began his career as Vice President of the Boston Consulting Group and became Chief Executive Officer of Bénéteau in He managed food service operations for the Wagons-Lits Group from 1986 until 1991, when he joined Essilor as Chief Executive Officer. First elected: June 15, Chairman of the Appointments Committee. Number of Essilor International shares held at December 31, 2012: 272,549 Other directorships and positions held as of December 31, 2012: - Director of L Oréal* and Chairman of the Appointments and Governance Committee of the L Oréal Board of Directors. - Member of the Supervisory Board of Schneider Electric S.A.* - Permanent representative of Essilor International on the Board of Directors of Association Nationale des Sociétés par Actions (ANSA). As former Chairman and Chief Executive Officer of Essilor, Mr. Xavier Fontanet gives the Board the benefit of his deep knowledge of the eyecare industry and of the Company. * Listed companies 2013 SHAREHOLDERS MEETING/ESSILOR 13

14 PROPOSED RESOLUTIONS The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings and noting that the Director s term of office of Mr. Xavier FONTANET expires today, renews this term for a period of three years, to expire at the end of the Ordinary General Meeting convened to deliberate on the financial statements for the financial year NINTH RESOLUTION APPOINTMENT OF MS. MAUREEN CAVANAGH AS A NEW DIRECTOR Maureen CAVANAGH (age 49, of American nationality) is President of Nassau Lens Company and OOGP, two subsidiaries of Essilor in the United States. She is also a member of the Essilor of America Executive Committee. She joined Essilor in October 2005, when the Company acquired Johnson & Johnson s ophthalmic lens division where she was working at the time. Since May 2012, she has represented the Association of Essilor employee shareholders in the United States and has been a member of the Board of Directors of Valoptec Association. * Non-listed companies The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, appoints in the place of Mr. Yves GILLET, whose term of office expires today, Ms. Maureen CAVANAGH, resident in 23 Gair St Piermont, New York 10948, USA, as a Other directorships and positions held as of December 31, 2012: - Director of Nassau Lens Co., Inc.* (United States) (since December 14, 2009) - Director of Shore Lens Co., Inc.* (United States) (since December 14, 2009) - Director of OOGP, Inc.* (United States) (since December 14, 2009) - Member of the Board of Directors of Valoptec Association (since May 2012) Provisionally appointed to the Board on November 27, 2012, Ms. Cavanagh will represent Essilor employee shareholders, taking over from Mr. Yves Gillet whose term expires at the 2013 Shareholders Meeting. She will give the Board the benefit of her experience and knowledge of the eyecare industry. Her election will also help to make the Board s membership more representative of Essilor s international reach and diversity. new Director for a period of three years, her term of office to expire at the end of the Ordinary General Shareholders Meeting convened to deliberate on the financial statements for the financial year SHAREHOLDERS MEETING/ESSILOR

15 PROPOSED RESOLUTIONS 10 tenth RESOLUTION BOARD AUTHORISATION TO BUY BACK COMPANY SHARES Share buyback program Shareholders are asked to renew the authorization to buy back the Company s shares for the purpose of cancelling all or some of them in order to reduce the dilutive impact of employee share issues, stock option plans or performance share plans in accordance with the 24-month authorization given in the 10 th resolution of the Shareholders Meeting of May 11, A total of 2.4 million shares were cancelled pursuant to this authorization in March During 2012, the Company carried out the following transactions: 2,002,359 shares, representing 0.9% of the capital, were bought back at a cost of million to cover employee share-based payment plans and no shares were sold. 503,301 shares, representing 0.2% of the capital, were bought back at a cost of 33.2 million under the liquidity contract and 503,301 shares were sold for 34.0 million. No shares were held under the liquidity contract at December 31, This authorization cannot be used while a takeover bid for the Company s shares is in progress. The General Meeting, having fulfilled 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 and subsequent of the French Commercial Code, to buy back ordinary shares of the Company representing up to 10 % of the number of shares in the capital of the Company on the purchase date. The General Meeting resolves that these purchases may be effected to: Cover share allocations to employees, in particular, performance shares, as per the provisions of Articles L and subsequent of the French Commercial Code, for staff and managers of the Group; Purchase shares for the purpose of cancellation, in particular, to compensate for the dilution resulting from the award of performance shares, the exercise of stock options by staff and managers of the Group, and from employee share issues; Cover debt securities convertible, redeemable or exchangeable for Company shares by purchasing shares for delivery (in the event of delivery of existing shares when conversion rights are exercised) or by purchasing shares for cancellation (in the event of the creation of new shares when conversion rights are exercised); Support the share price through a liquidity contract complying with an AMAFI (French association of investment firms) ethics charter, recognised by the French securities regulator Autorité des Marchés Financiers; Acquire shares for subsequent delivery in exchange or payment in connection with external growth operations, up to 5% of the capital The General Meeting resolves to fix the maximum purchase price per ordinary share at 105 and the minimum resale price per ordinary share at 29, subject to any adjustments that may be necessary following any corporate actions SHAREHOLDERS MEETING/ESSILOR 15

16 PROPOSED RESOLUTIONS The General Meeting resolves that the purchase, sale or transfer of shares may be settled and effected by any means on a regulated or OTC market (including by simple repurchase, or by using financial instruments or derivatives or option strategies). All or part of the buyback program may be implemented by means of one or more block purchases. 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 offerings relating to the Company s shares. All necessary powers are granted to the Board of Directors, who may delegate to the Chief Executive Officer or, with approval of the latter, to the Chief Operating Officers as the case may be, to effect this resolution, including to stop any programs, send orders to the Stock Exchange, conclude agreements, make any statements and carry out any formalities with the regulating authorities and any bodies indicated by the authorities, or generally, perform any necessary actions. EXTRAORDINARY RESOLUTIONS 11 eleventh resolution BOARD AUTHORISATION TO CARRY OUT AN EMPLOYEE SHARE ISSUE Employee share issue Throughout its history, Essilor has made a point of associating all of the Company s employees with its development by allowing them to become shareholders of the Company. This policy is a fundamental element of Essilor s corporate culture and a key factor in its performance since the Company was founded. It helps to align employee and shareholder interests, as well as creating a sense of community among employees and encouraging them to buy into the Company s strategy. The policy of giving employees a stake in Essilor s share capital is implemented via increases in share capital reserved for members of the Company savings plan. Note that in order to preserve the interests of external shareholders, the Company s Executive Committee has undertaken to offset for all or part of any dilution created by employee and management share-based payment plans. As of 31 December 2012, active employees held 3.4% of Essilor International s share capital (out of a total of 8.3% for all internal shareholders, a group that also includes retirees and former employees). This resolution allows employees participating in a Company savings plan to subscribe through monthly deductions from their pay to an increase in share capital implemented at the end of the year. The shares must be retained for a minimum period of 5 years or 7 years, depending on the plan (except in the event of early release where provided for by law). The take-up rate among employees is 97%, and the average subscription represents 9.4% of the participants gross annual salary. These figures are evidence of employee investment and confidence in the future of Essilor. Increases in share capital reserved for participants in the Company savings plan represented on average 0.2% of the share capital between 2011 and SHAREHOLDERS MEETING/ESSILOR

17 PROPOSED RESOLUTIONS The General Meeting, having fulfilled the required conditions for quorum and majority voting for extraordinary general meetings and having heard the report of the Board of Directors and the auditors report, in accordance with Articles L and L of the French Commercial Code and Article L and subsequent of the French Labour Code: Authorises the Board of Directors to put in place an increase in capital, in one or several stages, based only on its own deliberations, by issuing new shares to be paid for in cash and, as the case may be, by awarding free shares or other securities giving access to the capital of the Company under the conditions prescribed by law, reserved to the members of a Company share savings plan. By this decision the shareholders automatically expressly waive their preferential subscription rights in favour of the beneficiaries; Resolves that the beneficiaries of the capital increases hereby authorised must be members of a share savings plan of Essilor International or its associated companies in the sense of Article L of the French Commercial Code, fulfilling any conditions imposed by the Board of Directors; Resolves that the maximum number of Company shares that can be issued in one or several stages, in accordance with Articles L and L of the French Commercial Code and Article L of the French Labour Code, in favour of the beneficiaries listed in the paragraph above, must not exceed 1.5% of the Company capital for the entire period of validity of this resolution, and this limit must be verified at the time of each share issue; Resolves that the issue price of the shares issued pursuant to this authorization may not represent a discount of more than 20% on the average of the opening prices quoted for the shares on the NYSE Euronext market during the twenty stock market sessions before the day of the Board s decision on the capital increase and the corresponding issue and may not exceed said average. Resolves that the Board of Directors will have all powers, with the option of subdelegation to its Chief Executive Officer, to implement this delegation and, in particular, to: Fix the conditions that the beneficiaries of the new shares, resulting from any capital increase, the subject of this resolution, must fulfill; Finalise the issue conditions; Decide on the number to be issued, the issue price, the dates and rules of each issue, and, in particular, decide whether the shares should be subscribed to directly or through a corporate mutual fund or another entity in accordance with current legislation; Fix the rules for the award of free shares or other securities giving access to the capital, in application of the authorisation granted by the General Meeting; Fix the time frames within which subscribers must take up their shares; Set the cum rights date of the new shares, which may be retroactive; Record, or cause to be recorded, the capital increase resulting from the shares that will be actually subscribed for, or decide to increase the amount of the said capital increase, so that all the subscriptions received can actually be fulfilled; At its sole initiative, charge the cost of the Company capital increases against the share premium and deduct from the premium the amount necessary to increase the legal reserve to one tenth of the new capital after each increase; In general, take all measures to implement the capital increases, carry out the formalities resulting from them and make the necessary amendments to the Company articles in connection with these capital increases; Resolves that this delegation of powers will replace the authorisation granted by the Meeting of 11 May 2012 in its 11 th resolution. The delegation of powers hereby granted to the Board of Directors will be valid for a period of twenty-one (21) months from the date of this General Meeting SHAREHOLDERS MEETING/ESSILOR 17

18 PROPOSED RESOLUTIONS 12 twelfth resolution DELEGATION OF POWERS TO THE BOARD TO INCREASE THE CAPITAL OF THE COMPANY BY ISSUING SHARES AND/OR SECURITIES WITH RIGHTS TO SHARES AND/OR SECURITIES WITH RIGHTS TO DEBT SECURITIES, IN PARTICULAR, TO QUALIFIED INVESTORS OR A LIMITED GROUP OF INVESTORS IN CONNECTION WITH AN OFFER GOVERNED BY ARTICLE L , II OF THE FRENCH MONETARY AND FINANCIAL CODE, AND THEREFORE WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS Issuing securities to qualified investors or a limited group of investors (private placement) Over the years, shareholders have regularly authorized the Board of Directors to issue a wide variety of securities with rights to shares, so that the Board can choose the most appropriate financing method at any given time in light of prevailing financial market conditions. Shareholders are now being asked to add private placement notes to the existing range of instruments authorized in Essilor s growth is based on a strategy that includes forging partnerships and making acquisitions. This strategy enables the Company to drive growth in the ophthalmic lens market throughout the world. To finance its external growth, Essilor leverages its strong balance sheet and therefore needs the financial authorizations that may be necessary in order to be able to seize opportunities whenever they arise. In a fast-changing financial market and banking environment, particularly in Europe, private placements represent an efficient and flexible financing instrument. The dilution for existing shareholders resulting from the use of this new authorization would be limited to 10% of the share capital and would be included in: The overall limit of one-third of the capital for issues of shares and securities with rights to shares authorized in the 15 th resolution of the Shareholders Meeting of May 11, The overall limit of 15% of the capital for issues of shares without preferential subscription rights authorized in the 19 th resolution of the Shareholders Meeting of May 11, In addition, the duration will be limited to 13 months, to fit with the 26-month duration of the authorization given in the 19 th resolution. Note that the 16 th resolution of the Shareholders Meeting of May 11, 2012 stipulates that for shares and securities with rights to shares issued without preferential subscription rights, existing shareholders will have a three-day subscription priority. Shares and securities would be issued at the market price. The General Meeting, having heard the report of the Board of Directors and the special auditors report, and in accordance with the provisions of the French Commercial Code, in particular, Articles L , L , L , L and L : 1/ Delegates to the Board of Directors, with the option of subdelegating its power to any person permitted by law and under the conditions set out by law, its power to decide on and implement one or several issues, in France and abroad and/or on the international market through an offer governed by Article L , II of the French Monetary and Financial Code, of shares and/or any other securities with immediate or deferred rights to shares, including stand-alone warrants exercisable for new or existing shares issued free or for cash, denominated in euros, in foreign currency or in any monetary unit determined by reference to a basket of currencies and convertible, exchangeable, redeemable or exercisable SHAREHOLDERS MEETING/ESSILOR

19 PROPOSED RESOLUTIONS through the presentation of a warrant or otherwise, paid up in cash or by capitalizing debt, for shares of the Company and/or, in accordance with Article L of the French Commercial Code, shares of any entity in which the Company owns over half of the capital, directly or indirectly, and/or, in accordance with Article L of the French Commercial Code, securities with rights to debt securities; Resolves that the issue of preference shares and any securities granting access to preference shares are expressly excluded from this delegation of power; 2/ Resolves that the total par value of the shares issued immediately or on a deferred basis based on this delegation of power must not exceed 10% of the aggregate par value of the shares outstanding at the date of this General Shareholders Meeting not including the additional number of shares to be issued in order to preserve, as required by law and, as the case may be, the contractual provisions for other adjustment conditions, the rights of the holders of securities with rights to shares; Resolves that the aggregate par value of the capital increases that can be implemented immediately and/or on a deferred basis, without preferential subscription rights, to qualified investors or a limited group of investors pursuant to the delegations of powers granted in the resolutions of the General Shareholders Meeting of 11 May 2012 and this resolution, must not exceed the blanket ceiling of 15% of the aggregate par value of the outstanding shares fixed by the 19 th resolution adopted at the General Shareholders Meeting of 11 May 2012, said ceiling being determined by reference to the shares outstanding at the date of the General Shareholders Meeting of 11 May In addition, the 15% ceiling will be deducted from the ceiling of one third of the Company capital mentioned in the 15 th resolution adopted at the General Shareholders Meeting of 11 May 2012; 3/ Resolves furthermore that the aggregate nominal value of the debt securities that may be issued based on this delegation must not exceed one billion two hundred million euros ( 1.2 billion) or the equivalent of this amount; States that the aggregate nominal value of the debt security issues decided on within the framework of this delegation of powers, will be deducted from the ceiling fixed by the 15 th resolution adopted at the General Shareholders Meeting of 11 May 2012 or, as the case may be, any ceiling that may be stipulated in a similar resolution, which might succeed the said resolution during the period of validity of this delegation of power; 4/ Resolves in accordance with Article L of the French Commercial Code to suppress the preferential right of shareholders to subscribe to securities to be issued; 5/ Resolves that, if subscriptions have not covered an entire issue of shares or securities as defined above, the Board of Directors may limit, as the case may be, the issue to the number subscribed for provided this reaches at least three quarters of the planned issue; 6/ States that, in accordance with the provisions of Article L of the French Commercial Code, this delegation of powers benefits as of right the holders of securities granting access to Company shares that may be issued, the shareholders waiving their preferential right of subscribing to shares to which these securities grant entitlement (including, in the case of an issue of securities with rights to shares and which would be issued, in accordance with Article L of the French Commercial Code, by a company more than half of whose capital is directly or indirectly held by the Company); 7/ Formally records that, in accordance with Article L º, (1) of the French Commercial Code: The issue price of the shares issued directly will be at least equal to the minimum stipulated in the regulatory provisions applicable at the date of issue (currently, the weighted average of the price of the last three sessions at the Stock Exchange on the regulated market of Euronext Paris prior to the setting of the subscription price for the capital increase) as adjusted for any difference in cum dividend dates; 2013 SHAREHOLDERS MEETING/ESSILOR 19

20 PROPOSED RESOLUTIONS The issue price of the securities with rights to shares and the number of shares to which the conversion, reimbursement or, generally, transformation of each security with rights to shares, might entitle the holder will be set in a way that the amount received immediately by the Company, plus, if applicable, the amount that it may receive later, for each share issued as a result of the issue of these securities, must be at least equal to the minimum subscription price as defined in the preceding paragraph; 8/ Resolves that the Board of Directors will have all powers, with the option of subdelegation under the conditions stipulated by law, to implement this delegation, in particular, to: Determine the conditions of the issue or issues; Determine the dates and rules of the issue or issues as well as the nature, form and characteristics of the securities to be created, which may, in particular, be in the form of subordinated or non-subordinated securities (and, as the case may be, their rank of subordination, in accordance with the provisions of Article L of the French Commercial Code), fixed-term or not; Set the price and conditions of the issue and the number of shares to be issued; Determine how the shares and/or securities issued or to be issued will be acquired; Set the cum-rights date, of the new securities which may be retroactive, and, as the case may be, the conditions of their purchase or exchange at the Stock Exchange; suspend, as the case may be, the exercise of the rights of attribution, subscription and/or acquisition of shares attached to the securities issued within a period of no longer than three months; Proceed, as the case may be, with any imputations on the issue premium or premiums and, in particular, those of the charges associated with the implementation of an issue; Set and proceed with any adjustments in order to take into account any impact of any corporate actions, in particular when the par value of the shares is adjusted; the capital is increased by capitalizing reserves; free shares are awarded; a stock-split or reverse stock-split is carried out; reserves or any other assets are distributed; capital depreciations or any other matter affecting the capital or reserves (including by way of a public share offering and/or in case of a change in control); and fix the rules to ensure, as the case may be, the preservation of security holders rights to shares; Set the rules by which the Company has the option, as the case may be, to purchase or trade at the Stock Exchange at any time or during predetermined periods, the securities issued or to be issued immediately or on a deferred basis in order to cancel or not cancel them, in accordance with law; Generally take any useful measures and conclude any agreements to bring the planned issues to a successful conclusion, carry out all useful formalities and place on record the respective increase in capital resulting from any completed issue based on this delegation of powers, and amend the Company Articles accordingly; States that in case of debt security issues the Board of Directors will have all powers, with the ability to subdelegate them to any person permitted by law, in particular, to decide their subordinated or non-subordinated character (and, as the case may be, their subordination ranking in accordance with the provisions of Article L of the French Commercial Code), fix the associated interest rate, term, fixed or variable redemption price with or without premium, amortisation rules in view of the market conditions and the conditions under which these securities will entitle the holder to Company shares and, generally, the entirety of the associated rules. The delegation of powers hereby granted to the Board of Directors will be valid for a period of thirteen (13) months from the date of this General Meeting SHAREHOLDERS MEETING/ESSILOR

21 PROPOSED RESOLUTIONS 13 thirteenth resolution AMENDMENT OF ARTICLE 24 OF THE ARTICLES: HOLDING OF MEETINGS / QUORUM / VOTE (EXTRACT) INTRODUCTION OF THE ABILITY TO WAIVE THE DOUBLE VOTING RIGHT Introduction of the ability to waive the double voting right The 13 th resolution concerns an amendment to Article 24 of Essilor s Articles, which concerns general meetings and the quorum and voting rules at general meetings. Article 24 states that Essilor shares registered in the name of the same holder for at least two years have double voting rights at general meetings. The amendment proposed in the 13 th resolution would allow a shareholder to elect to waive the double voting right. Under no circumstances could Essilor impose the waiver of double voting rights on shares registered in a shareholder s name for more than two years, and the proposed amendment should not be viewed as an encouragement to investors to waive their double voting rights. However, in the case of an acquisition settled through an exchange of Essilor shares, during the negotiations the Company could consider asking the other party to waive the receipt of double voting rights on the shares received in payment, after they have been held in registered form for more than two years. The General Meeting, having fulfilled the required conditions for quorum and majority voting for extraordinary general meetings and having heard the report of the Board of Directors, resolves to amend the Company Articles as follows: previous wording new wording 3) QUORUM VOTE In all meetings, the quorum shall be calculated on the basis of all the shares that make up the share capital, minus those shares that are stripped of voting rights pursuant to the provisions of the law or regulations. All shareholders may vote by post, using a form that must contain the information listed by the law and the provisions of the regulations. For the calculation of the quorum, only correctly completed forms that are received by the Company three days before the date of the Meeting shall be taken into account. Forms that provide no voting indications or that express an abstention shall be deemed votes against. The shareholders who participate in the General Meeting by videoconference or by means of telecommunication that enable them to be identified and for which the nature and conditions of application are determined by decree, shall be deemed present for the calculation of the quorum and the majority. 3) QUORUM VOTE In all meetings, the quorum shall be calculated on the basis of all the shares that make up the share capital, minus those shares that are stripped of voting rights pursuant to the provisions of the law or regulations. All shareholders may vote by post, using a form that must contain the information listed by the law and the provisions of the regulations. For the calculation of the quorum, only correctly completed forms that are received by the Company three days before the date of the Meeting shall be taken into account. Forms that provide no voting indications or that express an abstention shall be deemed votes against. The shareholders who participate in the General Meeting by videoconference or by means of telecommunication that enable them to be identified and for which the nature and conditions of application are determined by decree, shall be deemed present for the calculation of the quorum and the majority SHAREHOLDERS MEETING/ESSILOR 21

22 PROPOSED RESOLUTIONS Each member of the Meeting shall have as many votes as the shares s/he possesses and represents both personally and as a proxy holder, without limitation. A right of vote, double that given to other shares with respect to the quota of the registered capital they represent, is allocated to all shares that are fully paid up and for which proof can be given that they have been registered for at least two years in the name of the same shareholder. In the event of a capital increase by means of the capitalisation of reserves, profits or share premiums, the registered shares allocated free of charge to any shareholder for former shares which had such right, shall also benefit from the double voting right. All shares converted into bearer shares or transferred in ownership lose the double voting right. Nevertheless, the assignment through inheritance, the liquidation of a joint estate between a couple or a disposition inter vivos in favour of a spouse or a relation with entitlement to inherit, does not cancel the right acquired and does not disrupt the period of two years provided for by this paragraph. The merger of the Company does not affect the double voting right, which may be exercised within the take-over Company if the articles of the latter provide for this. In the event of beneficial ownership, the voting right attached to the share belongs to the beneficial owner at Ordinary Shareholders Meetings and to the bare owner at Extraordinary or Special Shareholders Meetings. Joint owners of shares must be represented by one of their number or by a single proxy agent. Action taken at Shareholders Meetings is recorded in minutes, pursuant to the provisions of the applicable French laws and regulations. Each member of the Meeting shall have as many votes as the shares s/he possesses and represents both personally and as a proxy holder, without limitation. A right of vote, double that given to other shares with respect to the quota of the registered capital they represent, is allocated to all shares that are fully paid up and for which proof can be given that they have been registered for at least two years in the name of the same shareholder. A shareholder may waive this double voting right by informing the Company in a registered letter with proof of receipt. In the event of a capital increase by means of the capitalisation of reserves, profits or share premiums, the registered shares allocated free of charge to any shareholder for former shares which had such right, shall also benefit from the double voting right. All shares converted into bearer shares or transferred in ownership lose the double voting right. Nevertheless, the assignment through inheritance, the liquidation of a joint estate between a couple or a disposition inter vivos in favour of a spouse or a relation with entitlement to inherit, does not cancel the right acquired and does not disrupt the period of two years provided for by this paragraph. The merger of the Company does not affect the double voting right, which may be exercised within the take-over Company if the articles of the latter provide for this. In the event of beneficial ownership, the voting right attached to the share belongs to the beneficial owner at Ordinary Shareholders Meetings and to the bare owner at Extraordinary or Special Shareholders Meetings. Joint owners of shares must be represented by one of their number or by a single proxy agent. Action taken at Shareholders Meetings is recorded in minutes, pursuant to the provisions of the applicable French laws and regulations SHAREHOLDERS MEETING/ESSILOR

23 PROPOSED RESOLUTIONS 14 fourteenth resolution POWERS TO CARRY OUT LEGAL FORMALITIES RELATED TO THE RESOLUTIONS ADOPTED BY THE ORDINARY AND EXTRAORDINARY GENERAL MEETING Any bearer of a copy or an extract of the minutes of this meeting shall be invested with the powers to file documents and effect publications with regard to the above resolutions SHAREHOLDERS MEETING/ESSILOR 23

24 SUMMARY OF THE FINANCIAL SITUATION OF THE GROUP AND 2012 KEY FIGURES millions % change Revenue 4,989 4, % Contribution from operations (1) As a % of revenue % % +19.5% Operating profit % Profit attributable to Group equity holders As a % of revenue % % +15.5% Earnings per share (in ) % Free Cash Flow (2) % (1) Operating profit before compensation costs for share-based payment plans, restructuring costs, other income and expense, and goodwill impairment. (2) Net cash from operating activities less change in working capital requirements and less net capital expenditure. The ophthalmic optics market continued to grow in 2012, with good business volume in developed countries and sustained dynamism in fast-growing countries. In this buoyant environment, Essilor continued to gain market share thanks to its capacity for innovation in terms of products, services and the business models it has implemented. The Group also pursued to implement its acquisitions strategy, boosting its business portfolio at the same time as increasing its geographical coverage. Commenting on these results, Hubert SAGNIÈRES, Chairman and Chief Executive Officer, said: In light of these robust 2012 results, Essilor is looking to the future with confidence and enthusiasm, inspired by the importance of its corporate mission to improve vision worldwide, for all and wherever they are. Of the 4.2 billion people worldwide who have a vision problem, 2.5 billion don t have corrective eyewear yet. Essilor is deploying a powerful strategy based on innovation, partnerships and development in the mid-range segment and in fast-growing markets. With our many strengths, we are confident in our ability to deliver in 2013 another year of revenue growth and high operating margins. Highlights of the year included: Revenue up 14.5% at constant exchange rates. Contribution from operations stable at 17.9% of revenue. Continued innovation, with the launch of 232 new products spanning all market segments. Success of the new Crizal UV anti-reflective lens and Varilux S series progressive lens. Ongoing implementation of the acquisition and partnership program, with 24 partnership agreements signed during the year, including 14 in fast-growing markets, representing full-year revenues of 171 million. Penetration of five new high-potential geographic markets. Successful integration of Stylemark into FGX International, the North American leader in non-prescription glasses. Continuous optimization of the Company s manufacturing resources SHAREHOLDERS MEETING/ESSILOR

25 SUMMARY OF THE FINANCIAL SITUATION OF THE GROUP AND 2012 KEY FIGURES CONSOLIDATED REVENUE Revenue by division and by region Revenue millions Change (reported) Change (like-for-like) Lenses and Optical Instruments 4, , % +5.3% North America (a) 1, , % +4.0% Europe 1, , % +2.6% Asia-Pacific/Middle East/Africa (b) % +12.3% Latin America (a) % +13.0% Equipment % +1.4% Readers % +5.9% TOTAL 4, , % +5.2% (a) Mexico, representing revenue of 15.9 million in 2011, is now included in the Latin America region. (b) The full consolidation of Nikon-Essilor and Essilor Korea (previously consolidated on a 50% basis) added million to 2012 revenue, representing a 2.4% impact reported under Contribution from acquisitions. 4.0% EQUIPMENT 89.1% Lenses and Optical Instruments of which: 34.8% 31.2% 16.6% 6.5% 6.9% READERS North America EUROPE Asia-Pacific, Middle East & Africa Latin America In 2012, consolidated revenue totaled 4,988.8 million, an increase of 19.1% over the previous year Like-for-like revenue growth was 5.2%. The increase reflected vibrant sales by the Lenses and Optical Instruments business across all regions and the good performance of the Readers business. Acquisitions lifted revenue by 9.3%. The inclusion of Shamir Optical s first-half revenue and the impact of consolidating StyleMark from January 1, 2012 added 4.1%, the partnerships and bolt-on acquisitions signed in 2011 and 2012 contributed 2.8% and the consolidation of Nikon-Essilor and Essilor Korea on a 100% basis (versus 50% previously) contributed 2.4%. The currency effect was a positive 4.6%, reflecting primarily the US dollar s appreciation against the euro, but also the appreciation of the Canadian and Australian dollars, the British pound and the Chinese yuan. Conversely, the depreciation of the Brazilian real had a negative impact on revenue. As a % of total revenue 2013 SHAREHOLDERS MEETING/ESSILOR 25

26 SUMMARY OF THE FINANCIAL SITUATION OF THE GROUP AND 2012 KEY FIGURES CONSOLIDATED RESULTS CONTRIBUTION from operations (1) ( millions) % Profit attributable to equity holders of the parent ( millions) +15.5% Earnings per share ( ) +14.7% Contribution from operations (1) at 17.9% of revenue Gross margin In 2012, gross margin (revenue less cost of sales as a percentage of revenue) rose by 40 basis points to 55.8%. The improvement reflected manufacturing productivity gains, generated by the sharp rise in volumes, and the success of new products, particularly the Crizal UV anti-reflective lens. Operating expenses Operating expenses represented 37.9% of revenue. The 30-basis point increase compared with 2011 was due to: Significantly higher marketing, sales and distribution costs. An increase in corporate costs, notably to strengthen support structures in fast-growing regions. An uplift in research and development spending to million (before deducting research tax credits of 12.9 million) from million in In all, the contribution from operations (1) amounted to million, up 19.5% on Contribution margin was stable at 17.9% of revenue. Excluding the impact of purchase price allocations (PPA) and the application of IFRS 3 (revised), contribution margin stood at 18.6%. (1) Operating profit before compensation costs for share-based payment plans, restructuring costs, other income and expense, and goodwill impairment SHAREHOLDERS MEETING/ESSILOR

27 SUMMARY OF THE FINANCIAL SITUATION OF THE GROUP AND 2012 KEY FIGURES Earnings per share up 14.7% to 2.80 Other income and expenses from operations This item represented net income of 62.4 million, down 2.7 million from The total includes: 28.4 million in compensation costs for share-based payment plans (versus 23.2 million in 2011), of which 27.7 million for stock option and performance share plans (including 5 million in employer contributions), with the balance corresponding to the cost of the discount offered to employees participating in the Employee Stock Ownership Plan million in restructuring costs, representing slightly more than in The 2012 figure mainly concerned the rationalization of the prescription laboratory network and the transfer of R&D operations from Florida to the new innovation and technology center opened on the Dallas campus in million in legal costs, notably for the agreement with Carl Zeiss Vision, and transaction costs on strategic acquisitions. A 15.6 million net gain on asset disposals, arising mainly from the full consolidation of the Nikon-Essilor and Essilor Korea joint ventures that were previously consolidated on a 50% basis. Operating profit In 2012, operating profit (corresponding to contribution from operations plus or minus other income and expenses from operations and gains and losses on asset disposals) totaled million, representing 16.7% of revenue versus 16.3% in leading to a rise in interest costs. Unfavorable exchange rates were also a factor. Income tax expense Income tax expense rose by 15.5% to million. However, the effective tax rate declined to 25.5% of pre-tax profit from 26.8%, due mainly to the non-recurring items included in other operating income and expenses. Share of profits of associates This item corresponds to Essilor s share of the profit derived from sales by 49%-owned Transitions to third-party lens casters. The decline to 23.8 million from 27.9 million in 2011 was due to the fall-off in Transitions sales to these external customers. Profit attributable to equity holders of the parent and earnings per share Minority interests in profit rose sharply to 46.4 million, reflecting dynamic implementation of Essilor s partnership strategy. The main reasons for the increase were as follows: The change of consolidation method applied to Nikon- Essilor and Essilor Korea. Consolidation of 50%-owned Shamir over the full year in 2012 versus only part of the year in Recognition of minority interests in the new partnerships signed in 2011 and Growth in the profits of existing partnerships, notably as a result of the implementation of programs to unleash synergies. Cost of gross debt and other financial income and expenses Cost of gross debt and other financial income and expenses represented a net expense of 18.0 million, versus 13.4 million in The increase is mainly explained by the fact that the average maturity of debt was longer in 2012 than in 2011, Profit attributable to equity holders of the parent rose 15.5% to million, representing 11.7% of revenue. As a result of a small increase in the number of outstanding shares, earnings per share grew at a faster rate, rising 14.7% to SHAREHOLDERS MEETING/ESSILOR 27

28 SUMMARY OF THE FINANCIAL SITUATION OF THE GROUP AND 2012 KEY FIGURES CONSOLIDATED INCOME STATEMENT thousands, except per share data REVENUE 4,988,845 4,189,541 Cost of sales (2,205,278) (1,868,086) GROSS PROFIT 2,783,567 2,321,455 Research and development costs (161,877) (151,490) Selling and distribution costs (1,139,856) (959,692) Other operating expenses (587,688) (462,094) CONTRIBUTION FROM OPERATIONS 894, ,179 Restructuring costs, net (25,325) (22,646) Goodwill impairment losses 0 0 Compensation costs on share-based payments (28,421) (23,211) Other income from operations, net 12,006 3,962 Other expenses from operations, net (36,319) (20,722) Gains and losses on asset disposals, net 15,626 (2,470) OPERATING PROFIT 831, ,092 Finance costs (24,063) (13,904) Income from cash and cash equivalents 17,037 10,507 Net exchange losses (6,779) (85) Other financial income and expenses, net (4,173) (9,917) Share of profit of associates 23,811 27,883 PROFIT BEFORE TAX 837, ,576 Income tax expense (207,122) (179,396) NET PROFIT 630, ,180 Attributable to equity holders of Essilor International 584, ,619 Attributable to minority interests 46,416 12,562 Basic earnings per common share ( ) Weighted average number of common shares (thousands) 208, ,246 Diluted earnings per common share ( ) Diluted weighted average number of common shares (thousands) 211, , SHAREHOLDERS MEETING/ESSILOR

29 FINANCIAL RESULTS (AND OTHER INDICATORS) FOR THE PAST FIVE FINANCIAL YEARS CORPORATE FINANCIAL STATEMENTS thousands CAPITAL AT THE END OF THE FINANCIAL YEAR Share capital 38,650 38,527 38,098 38,792 37,984 Number of common shares in existence 214,724, ,038, ,655, ,509, ,019,922 of which Treasury Shares 4,387,477 5,363,126 2,894,112 4,630,653 4,006,005 Number of preference shares in existence (without voting rights) thousands TRANSACTIONS AND INCOME FOR THE FINANCIAL YEAR Net sales 737, , , , ,306 Income before taxes and estimated expenses (amortization and provisions) 445, , , , ,208 Corporate income tax (b) 11,294 (14,408) (5,077) (14,111) (8,274) Employee profit-sharing owed for the financial year Income after taxes and estimated expenses (amortization and provisions) 407, , , , ,156 Distributed earnings 185, , , , , RESULTS PER SHARES Income after tax and employee profit-sharing, but before estimated expenses (amortization and provisions) excluding treasury shares Income after tax, employee profit-sharing and estimated expenses (amortization and provisions) excluding treasury shares Net dividend for each common share Net dividend for each preference share without voting rights thousands, except for average number of persons employed PERSONNEL Average number of persons employed during the financial year 3,457 3,464 3,528 3,584 3,714 Gross payroll for the financial year 167, , , , ,856 Amounts paid as benefits during the financial year 96,729 81,492 79,270 76,982 74, SHAREHOLDERS MEETING/ESSILOR 29

30 THE BOARD OF DIRECTORS MEMBERS OF THE BOARD OF DIRECTORS AT 27 FEBRUARY 2013 Hubert SAGNIÈRES Age: 57. Chairman and Chief Executive Officer of Essilor since 2 January First elected to the Board: 14 May 2008 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. Yves CHEVILLOTTE Age: 69. Chief Operating Officer of Crédit Agricole S.A. from 2002 until his retirement in Independent director*. First elected to the Board: 14 May 2004 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. Philippe ALFROID Benoît BAZIN Age: 44. Age: 67. Chief Operating Officer of Essilor from 1996 until his retirement in June Not entirely independent. First elected to the Board: 6 May 1996 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: Chairman of the Supervisory Board of Faiveley Transport and director of Eurogerm and Gemalto N.V. President, Building Distribution Sector at Saint Gobain and Senior Vice President at Compagnie de Saint-Gobain. Independent director*. First elected to the Board: 15 May 2009 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. Antoine Bernard DE SAINT-AFFRIQUE Age: 48. President - Food at Unilever since Independent director*. First elected to the Board: 15 May 2009 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. Mireille FAUGÈRE Xavier FONTANET Age: 56. Chief Executive Officer of Assistance Publique - Hôpitaux de Paris (AP-HP) since Independent director*. First elected to the Board: 11 May 2010 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: Independent director of EDF and Chairman of the Ethics Committee of the EDF Board of Directors. Age: 64. Louise FRÉCHETTE Chairman and Chief Executive Officer of Essilor from 1996 until 2009, then Chairman of the Board of Directors from 1 January 2010 until 2 January Not entirely independent. First elected to the Board: 15 June 1992 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: Member of the Supervisory Board of Schneider Electric S.A., Director of L Oréal and Chairman of the Appointments and Governance Committee of the L Oréal Board of Directors. Age: 66. Chairman of the Board of Directors of CARE Canada and member of the Board of Directors of CARE International. Independent director*. First elected to the Board: 11 May 2012 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. * The independence of the directors making up the Board is examined each year by the Board. As of 27 November 2012, the Board reported that the 9 Directors indicated above fulfill all the independence criteria listed in the AFEP/MEDEF corporate governance code SHAREHOLDERS MEETING/ESSILOR

31 THE BOARD OF DIRECTORS Yi HE Age: 59. Chairman of Essilor Holding Company (China). Board member representing employee shareholders. First elected to the Board: 27 January 2010/11 May 2010 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. Aïcha MOKDAHI Age: 58. Director of Essilor s Supply Chain for Europe and Chairman of Valoptec Association. Board member representing employee shareholders. First elected to the Board: 24 January 2007/11 May 2007 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. Bernard HOURS Age: 56. Chief Operating Officer of Danone since 2008 and Vice-Chairman of the Board of Directors since Independent director*. First elected to the Board: 15 May 2009 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: Director of Danone. Maurice MARCHAND-TONEL Age: 69. Independent consultant. Independent director*. First elected to the Board: 22 November 2006/11 May 2007 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: Member of the Supervisory Board of Faiveley Transport. Olivier PECOUX Age: 54. Michel ROSE Age: 70. Managing Partner of Rothschild & Cie and Chief Executive of the Rothschild group s investment banking business. Independent director*. First elected to the Board: 31 January 2001/ 3 May 2001 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: Chief Executive and member of the Management Board of Paris-Orléans (Rothschild group s flagship holding company). Co-Chief Operating Officer of Lafarge, mainly responsible for the Cement Division before his retirement in Independent director*. First elected to the Board: 13 May 2005 / Current term ends: Other directorships and positions in listed companies at 31 December 2012: None. COMMITTEES OF THE BOARD OF DIRECTORS AT 27 FEBRUARY 2013 Audit Committee Yves CHEVILLOTTE, Chairman Philippe ALFROID Benoît BAZIN Antoine BERNARD DE SAINT-AFFRIQUE Aïcha MOKDAHI Appointments Committee Xavier FONTANET, Chairman Yves CHEVILLOTTE Maurice MARCHAND-TONEL Michel ROSE Remunerations Committee Michel ROSE, Chairman Mireille FAUGÈRE Bernard HOURS Maurice MARCHAND-TONEL Corporate Social Responsibility (CSR) Committee Louise FRÉCHETTE, Chairman Bernard HOURS Aïcha MOKDAHI Hubert SAGNIÈRES Strategy Committee (all the members of the Board of Directors) 2013 SHAREHOLDERS MEETING/ESSILOR 31

32 SHAREHOLDERS MEETING/ESSILOR

33 request For DocuMENtS AND information CoMBined ordinary and extraordinary general MeeTing of 16 MaY 2013 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 of the French commercial code, and in view of the General Meeting, the documents and information referred to in Article r , in...on , if you wish to receive the documents and information, all requests must be made to: société générale, service des assemblées 32 rue du Champ de Tir, BP nantes Cedex 03, France NB - Pursuant to Article r , 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 for each subsequent Shareholders Meeting. (1) State the bank, financial establishment and the broker responsible for the accounts.