GROWING IN A BIGGER PLAYING FIELD

Transcription

1 2015 NOTICE OF MEETING GROWING IN A BIGGER PLAYING FIELD Combined General Meeting (Ordinary and Extraordinary) Tuesday, 5 May :30 a.m. Palais des Congrès Amphithéâtre Bleu Level 2 2, place de la Porte Maillot Paris France

2 Table of contents 1 CHAIRMAN S MESSAGE PAGE 1 2 AGENDA PAGE 2 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? PAGE 3 4 HOW TO FILL IN THE VOTING FORM? PAGE 7 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS PAGE 8 6 ESSILOR IN 2014 PAGE 23 7 GOVERNANCE PAGE 27 8 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS PAGE 30 9 REQUEST FOR DOCUMENTS AND INFORMATION PAGE 31 FOR ANY INFORMATION Essilor: Investor Relations and Financial Communications Department Postal address: 147, rue de Paris Charenton-le-Pont France Phone number: +33 (0) address: invest@essilor.com Centralising bank: Société Générale Postal address: Société Générale Service des Assemblées 32, rue du Champ-de-Tir CS Nantes cedex 03 France Phone number: Monday to Friday, from 8:30 a.m. to 6:00 p.m.*: +33 (0) (tariff in effect depending on your country) Helpline to connect to the dedicated voting website (from 16 April to 4 May 2015): Monday to Friday, from 9:00 a.m. to 6:00 p.m.*: +33 (0) (tariff in effect depending on your country) DEADLINES TO REMEMBER 23 March: Publication of the preliminary notice of meeting in the Bulletin des Annonces Légales Obligatoires (BALO) 16 April 9:00 a.m.*: Launch of the dedicated secure voting website available to the shareholders prior to the Meeting 30 April: Deadline for shareholders to be registered in the securities account to participate in the Shareholders Meeting (record date) 2 May: Deadline for Société Générale to receive the voting form by regular mail 4 May 3:00 p.m.*: Shutdown of the dedicated secure voting website available to the shareholders prior to the Meeting 5 May 10:30 a.m.*: Combined General Meeting at the Palais des Congrès in Paris TO GET TO THE PALAIS DES CONGRÈS IN PARIS Please refer to the access map available on the last page of the document. * CEST.

3 1 CHAIRMAN S MESSAGE CHAIRMAN S MESSAGE Dear Shareholder, I am pleased to invite you to attend Essilor s General Meeting which will be held on Tuesday, 5 May 2015 at 10:30 a.m. at the Palais des Congrès, Porte Maillot in Paris. This meeting is a privileged moment for Essilor to provide information and engage in dialogue with its shareholders. It is an opportunity to present you the Group s developments, our results for 2014, as well as our strategy and outlook for the future. In 2014, while remaining focused on its mission of improving lives by improving sight, Essilor successfully deployed a strategy of broadening its playing field, with the sustained support of its original model of innovation and partnerships. This process drove an increase in the Company s presence in corrective lenses and led to transformational acquisitions in the photochromic, sunwear and online businesses. The General Meeting also offers you the opportunity to express your views and vote to participate in decisions concerning the Essilor group. You will find in this document all the relevant information for the General Meeting, including the agenda as well as the instructions to participate in the meeting. I thank you for your trust and for the attention you will surely pay to the proposed resolutions which are submitted to your approval and presented in this document. I look forward to seeing you on 5 May. Hubert SAGNIÈRES Chairman and Chief Executive Officer 2015 SHAREHOLDERS'MEETING/ESSILOR 1

4 2 AGENDA AGENDA For the Ordinary Meeting 1 Approval of the 2014 parent Company financial statements 2 Approval of the 2014 consolidated financial statements 3 Allocation of earnings and setting of the dividend 4 Renewal of the Director s term of office for Mr. Benoît BAZIN 5 Renewal of the Director s term of office for Mr. Antoine BERNARD DE SAINT-AFFRIQUE 6 Renewal of the Director s term of office for Ms Louise FRÉCHETTE 7 Renewal of the Director s term of office for Mr. Bernard HOURS 8 Renewal of the Director s term of office for Mr. Olivier PÉCOUX 9 Appointment of Mr. Marc ONETTO as a new Director 10 Advisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman and Chief Executive Officer, in respect of the 2014 financial year 11 Increase of the maximum budget allocation for Directors attendance fees 12 Board authorisation to proceed with the purchase of the Company s own ordinary shares For the Extraordinary Meeting 13 Authorisation to be granted to the Board to proceed with an increase in the Company s capital by issuing shares reserved to the members of a Company savings plan, after suppression of the preferential subscription right, in accordance with the provisions of the French Commercial Code and Articles L and following of the Labour Code 14 Authorisation to be granted to the Board to proceed with the award of free shares (so-called performance shares) without preferential subscription right 15 Authorisation to be granted to the Board to grant share subscription options subject to performance conditions, without preferential subscription right 16 General limitation of the authorisations to proceed with the award of free Company shares (performance shares) and grant of share subscription options 17 Amendment of Articles 12, 13, 15, 21, and 24 of the bylaws to ensure their compliance with regulations and the AFEP-MEDEF Code 18 Powers to carry out formalities SHAREHOLDERS'MEETING/ESSILOR

5 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? A. FORMALITIES TO BE CARRIED OUT BEFORE PARTICIPATING IN THE MEETING Shareholders wishing to attend the Meeting, to be represented via proxy, or to vote by post or online, in accordance with Article R of the French Commercial Code, will have to provide evidence of ownership of their shares by 12:00 a.m. CEST on the second business day prior to the Meeting (i.e. 12:00 a.m. CEST, 30 April 2015): For registered shareholders: Through the listing of their shares on the Company registers. For bearer shareholders: Through the accounting entry for their shares (in their name or 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, and it is this which establishes proof of their status as shareholders. The attendance certificate issued by the authorised intermediary must be attached to the postal voting form, the proxy, or the admission card request and should be sent by the authorised intermediary to the following address: Société Générale Service des Assemblées 32, rue du Champ-de-Tir, CS Nantes cedex 03 France B. WAYS OF PARTICIPATING IN THE MEETING Only shareholders registered in the securities account on the following date may participate* in the Meeting: Thursday, 30 April 2015, a.m. (CEST), i.e., midnight on Wednesday, 29 April To PARTICIPATE*, shareholders are requested to: Return the voting form by mail The form must be received by: Saturday, 2 May 2015 See page 7 OR Vote online Deadline: Monday, 4 May 2015, 3:00 p.m. See page 5 Go online and select voting instructions If you decide to vote online, you must not send your paper voting form back and vice-versa. The website will open on 16 April 2015 and give you the same options as the paper voting form. You therefore have the options of: requesting an admission card; giving a proxy to the Chairman of the Meeting or to any other person of your choice (designating and revoking a proxy); voting on the resolutions. Note: If you own Essilor International shares in more than one form (registered, bearer, or through the dedicated employee share ownership fund i.e. FCPE ), you will have to vote as many times as there are forms if you wish to cast all your voting rights. * Participate: attending in person (request an admission card), vote remotely, give a proxy to the Chairman of the Meeting or any other person SHAREHOLDERS'MEETING/ESSILOR 3

6 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? 1. If you wish to attend the Meeting in person, you must request an admission card (by post or online)* 1.1. If you are a registered shareholder You will either receive the notice of meeting accompanied by a specific form by regular mail or (if you have chosen to receive the notice of meeting by ) you will have access to it. You may obtain your admission card either by filling out, signing and returning the form to Société Générale, or via the website: using your usual user ID and password If you are a bearer shareholder You must contact the authorised intermediary holding your securities account, stating that you would like to attend the Meeting in person. The intermediary will send an attendance certificate to Société Générale, acting for Essilor International. If you have not received your admission card by 30 April 2015, you will need to ask your intermediary to issue an attendance certificate, which will enable you to prove your status as a shareholder at this date to be admitted to the Meeting. 2. If you are not attending the Meeting in person, you can participate by appointing a proxy, or by voting by correspondence (post or online) 2.1. Appointing a proxy Either a designated proxy holder If you have chosen to be represented by a proxy holder of your choice, you may give notice of the appointment** By regular mail, either sent directly for registered shareholders or sent by the authorised intermediary holding the securities account for bearer shareholders. The notice must be received by Société Générale by 2 May 2015 at the latest; Without specifying any proxy holder (representative) You may notify us of your choice by mail or electronic means, as described above. The Chairman of the Meeting will cast a vote in favour of the adoption of the proposed resolutions presented or agreed to by the Board of Directors and a vote against the adoption of any other proposed resolutions Voting by correspondence with your personal voting form or on the website Voting by post with the voting form If you are a registered shareholder: You will receive your personal voting form by regular mail or electronically (if you have chosen to receive the notice of meeting by ). 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 Société Générale, accompanied by an attendance certificate. 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 29 April In all cases, the duly completed and signed personal voting form, accompanied by the attendance certificate for bearer shareholders, will have to be received by Société Générale (at the address indicated previously) at least three calendar days before the date of the Shareholders Meeting, that is by 2 May Online voting on the resolutions If you are a registered shareholder: by connecting to the website If you are a bearer shareholder: by connecting to the website See the instructions described in the following box. Electronically, by connecting to the website (if you are a registered shareholder) or (if you are a bearer shareholder), following the instructions described in the following box, by 3:00 p.m. CEST, 4 May 2015 at the latest. * If you have not received your requested admission card by 30 April 2015, please contact Société Générale (see table of contents page) to track its status. ** Pursuant to Article R of the French Commercial Code, a proxy can be revoked (by the same process used for appointing a proxy holder) SHAREHOLDERS'MEETING/ESSILOR

7 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? HOW TO CONNECT AND GIVE VOTING INSTRUCTIONS VIA THE INTERNET Essilor International makes a dedicated voting website available to its shareholders prior to the Meeting, in accordance with the provisions of Article R of the French Commercial Code. The dedicated secure voting website will be opened prior to the Meeting, from 16 April 2015, 9:00 a.m. to 4 May 2015, 3:00 p.m. (CEST). In order to avoid any overload of the voting website, shareholders are advised not to wait until the last minute before connecting to the site. If you are a registered shareholder: Connect to the Sharinbox website societegenerale.com using your connection user ID and the password that you should have received by post when you opened your registered share account at Société Générale. If you have lost your access code or password, you can ask for them to be resent by clicking on Get your codes on the website s homepage. 3. Once you have cast your vote (by correspondence or proxy or by requesting your admission card or an attendance certificate to attend the Meeting) You may no longer select another way of participating in the Meeting, (Article R of the French Commercial Code). But you can still sell all or some of your shares at any time. However, if the sale occurs before 30 April 2015, 12:00 a.m. CEST, the Company will invalidate or modify any vote cast remotely, proxy, admission card, or attendance certificate, as the case may be. 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 action taken or carried out after 30 April 2015, 12:00 a.m. CEST, by whatever means used, will be recorded by the authorised intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary. Then follow the instructions under Personal Information by clicking on the link under Shareholders Meeting(s) under the heading Current Operations, then select the Meeting concerned. Having confirmed or changed your personal data, click on Vote under the heading Your Voting Rights to gain access to the voting site. If you are a bearer shareholder: You must make a request to vote online through the authorised intermediary holding your securities account, specifying Vote via Internet. The latter will transmit it to Société Générale, attaching your attendance certificate. Upon receipt of your request and attendance certificate, Société Générale will send you a letter to the address stated on the certificate, with your user ID and password for connecting to the dedicated secure website You may then cast your vote. If you are an employee or former employee of the Essilor International group holding shares through the dedicated employee share ownership fund i.e. FCPE : You can access the voting website voteassemblee.com using your user ID and password that was posted to you directly SHAREHOLDERS'MEETING/ESSILOR 5

8 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS MEETING? C. HOW TO SUBMIT WRITTEN QUESTIONS AND FIND INFORMATION 1. Submitting 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 Obligatoires (BALO) *. These questions must 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: at the latest four business days prior to the date of the Shareholders Meeting (28 April 2015). They must be accompanied by an attendance certificate in the case of bearer shareholders. 2. Finding information Let us reduce CO 2 emissions by printing less! Legal requirements give registered shareholders the option of receiving their notice of meeting and/or documents for the Shareholders Meeting by (e-notice). To select this option, they simply need to connect to the Sharinbox website, (registered asset management website) and tick the box e-notice for Shareholders Meetings by in the menu Personal Information. All documents that must be made available to shareholders in connection with the Shareholders Meetings will be available at the registered office of the Company, and, for the documents specified in Article R of the French Commercial Code, on the Company s website at the following address: not less than 21 days before the Meeting (that is, on 14 April 2015). Shareholders who still wish to receive the documents for this Shareholders Meeting by post, need to return the form Request for documents and information, available on page 31. D. NOTICE, PRIOR TO THE MEETING, OF PARTICIPATIONS LINKED TO TEMPORARY OWNERSHIP OF SHARES (SECURITIES LENDING) Under law, any legal entity or individual (with the exception of those described in paragraph 3, IV of Article L of the French Commercial Code) holding alone or together a number of shares representing more than 0.5% of the Company s voting rights pursuant to one or several temporary transfers or similar arrangements as described by Article L of the French Commercial Code is required to inform the Company and the French Financial Markets Authority (AMF) of the number of shares temporarily held by no later than midnight CEST on the second business day preceding the Shareholders Meeting (on 30 April 2015 at 12:00 a.m. CEST). Declarations can be ed to the Company at: invest@essilor.com. Failing such declaration, any shares bought under any of the above described temporary transfer arrangements will be deprived of their voting rights at the relevant Shareholders Meeting and at any subsequent Shareholders Meeting that may be held until the shares are transferred again or returned. The must include the following information: Name or company name and contact person (name, position, phone number, address); Identity of the transferor (name or company name); Nature of the arrangement; Number of shares transferred under the arrangement; ISIN code of the shares listed on Euronext Paris; Date and maturity date of the arrangement; Voting agreement (if any). The details received by the Company will be published on its website. * The preliminary notice of meeting will be published in the Bulletin des Annonces Légales Obligatoires (BALO) on 23 March 2015 (available on the website SHAREHOLDERS'MEETING/ESSILOR

9 4 HOW TO FILL IN THE VOTING FORM? HOW TO FILL IN THE VOTING FORM? STEP 1 Request an admission card to attend the Meeting. Vote on Give proxy or the resolutions by or to the Chairman or correspondence. of the Meeting. Give your proxy to an individual or entity of your choice by indicating their name and address. A S.A. au capital de ,04 147, rue de Paris CHARENTON Cedex RCS CRÉTEIL ASSEMBLÉE GÉNÉRALE MIXTE DU 05 MAI 2015 COMBINED GENERAL MEETING OF MAY 05, 2015 B1 B2 B A B C D E F G H J K 2 Mai 2015 / May 2nd, 2015 STEP 3 Date and sign regardless of your choices. STEP 2 Check your details and change them, if necessary. STEP 4 Return your form duly filled in and signed: if you are a registered shareholder: to Société Générale before 2 May 2015 ; if you are a bearer shareholder: to the authorised intermediary holding your securities account, who will pass it on with an attendance certificate to Société Générale before 2 May SHAREHOLDERS'MEETING/ESSILOR 7

10 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS PROPOSED RESOLUTIONS AND STATEMENT OF REASONS Ordinary Resolutions Resolutions 1 to 3 Approval of the financial statements, allocation of earnings, and setting of the dividend Resolutions 1 to 3 relate to the approval of: The corporate financial statements for the financial year ending on 31 December 2014; The consolidated financial statements for the financial year ending on 31 December A proposal will be submitted to the General Meeting to set the dividend at 1.02 euro per share for the 2014 financial year, i.e. an increase of 8.5%. The dividend will be paid out on 21 May First resolution Approval of the 2014 parent Company financial statements The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings and having reviewed the reports of the Board of Directors and the general auditors report on the annual financial statements for the parent Company for the year ending 31 December 2014 showing a result of 693,535, euros, approves the 2014 Company s financial statements and the transactions reflected in these statements or summarised in these reports. 2 Second resolution Approval of the 2014 consolidated financial statements The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings and having reviewed the reports of the Board of Directors and the general auditors report on the consolidated financial statements for the year ending 31 December 2014 showing a net result of 985,585 thousand euros, 928,921 thousand euros of which are attributable to the Group, approves the 2014 consolidated financial statements and the transactions reflected in these statements or summarised in these reports. 3 Third resolution Allocation of earnings and setting 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 as follows: 693,535, euros: Allocation of earnings for 2014 In euros Financial year earnings 693,535, Retained earnings 14,119, Allocated to legal reserves -6, DISTRIBUTABLE TOTAL 707,648, Total dividend 216,171, Statutory dividend 2,288, Additional dividend 213,882, Allocation to other reserves 475,000, Earnings brought forward 16,476, TOTAL 707,648, The Meeting grants the Board of Directors the necessary powers to proceed with the payment of a dividend of 1.02 euro per ordinary share with a par value of 0.18 euro, constituting the Company s capital and carrying dividend rights. This amount is calculated on the basis of the number of Company shares at 31 December 2014 and will be adjusted to reflect the number of shares issued between that date and the dividend payment date as a result of any share subscription options which have been exercised and giving entitlement to such dividend. The dividend will be paid out on Thursday, 21 May In the event that the Company is holding some of its own shares, the corresponding dividend amount not paid out will be allocated to the retained earnings, as stipulated in Article L of the French Commercial Code SHAREHOLDERS'MEETING/ESSILOR

11 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS Financial years As required by law, the amount of dividends distributed in respect of the last three financial years are as follows: Dividend-bearing common shares 210,352, ,609, ,785,239 Net dividend Resolutions 4 to 9 Composition of the Board of Directors Directors terms of office The following principles guide the composition of the Board of Directors: A balance between experienced Directors with extensive knowledge of the Company on the one hand, and on the other hand, new Directors who bring competencies which can serve the Company in its current fields or new activities such as internet sales or sunwear; Diversity of profiles and skills. As part of this, the Nominations Committee has concentrated its selection work for 2014 and 2015 on the aim of increasing the number of female Directors (3 women*), independent Directors (63.6%*), and international profiles (four different nationalities represented*). Proposals will be presented to the Board of Directors in the coming months with a view to submitting candidates for directorships during the Shareholders Meetings in The composition of the Board will, in 2017, comply with the law which requires balanced representation of men and women. This law provides a 40% minimum proportion of Directors of the same sex. In this context, the Board proposes a set of resolutions with regard to its composition. Resolutions 4 to 8 are intended to renew the terms of office of Ms. Louise FRÉCHETTE and Mssrs. Benoît BAZIN, Antoine BERNARD DE SAINT-AFFRIQUE, Bernard HOURS, Olivier PÉCOUX for three years. All the Directors whose mandates are to be renewed are independent within the meaning of the AFEP-MEDEF Code, with the exception of Mr. Olivier PÉCOUX, who has been a Director for more than 12 years. Even though the Board is of the opinion that independence is not correlated with the seniority of a Director and that, on the contrary, the long-term exercise of an office is a sign of the person s ability to act freely and in perfect independence of mind, it nonetheless decided not to maintain the description of independent for Mr. PÉCOUX, following the recommendations of the AFEP-MEDEF Code. The Board of Directors benefits from Mr. Olivier PÉCOUX s strong experience in financial and banking matters and therefore proposes to renew his term of office. We also mention, for the record, that none of the Directors whose terms are proposed to be renewed have significant business relations with the Company or its group. Resolution 9 is intended to appoint Mr. Marc ONETTO as a new Director for a term of three years. In view of developments in the Group s activities, Mr. ONETTO s competency in the area of internet sales and logistics will be a real asset for the Board of Directors (see biography on page 12). Following these renewals and this appointment, the Board of Directors will consist of sixteen members. Eight Board members will be independent within the meaning of the Corporate Governance AFEP-MEDEF Code which Essilor subscribes to, and the ratio of independent Directors will reach 66.7% under the rules of the Code. The term of office of a Director of Essilor International is either three years or two years to enable the staggered renewal of Directors terms. As required by law, the complete list of the positions and functions held by the Directors is included in chapter 2 Corporate governance in the 2014 Registration Document. * Updated data as from 31 December SHAREHOLDERS'MEETING/ESSILOR 9

12 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 4 Fourth resolution Renewal of the Director s term of office of Mr. Benoît BAZIN Benoît BAZIN Age: 46 French national Benoît BAZIN is President of the Building Distribution Sector of Saint-Gobain group and Senior-Vice President at Compagnie de Saint-Gobain. He began his career with Saint-Gobain in 1993 as project manager. He was successively Corporate Planning Director from 2000 to 2002, President of the Abrasives North America division from 2002 to 2005 and Chief Financial Officer from 2005 until Director of Essilor since 2009 Member of the Audit and Risk Committee Number of Essilor International shares held as of 31 December 2014: 1,000 Other positions and directorships in listed companies as of 31 December 2014: none Mr. BAZIN brings to the Board his experience as Chief Financial Officer and senior manager of a major international group involved in distribution. 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. Benoît BAZIN expires today, renews this term for a period of three years, to expire at the end of the Ordinary General Shareholders Meeting convened to deliberate on the financial statements for the financial year Fifth resolution Renewal of the Director s term of office of Mr. Antoine BERNARD DE SAINT-AFFRIQUE Antoine BERNARD DE SAINT-AFFRIQUE Age: 50 French national Antoine BERNARD DE SAINT-AFFRIQUE is President of Foods category at Unilever and a member of the group s executive committee. After serving as Marketing Director of Amora-Maille (Danone group then PAI), he joined Unilever in 2000, holding the positions of Vice President, Sauces and Condiments Europe until 2003 and of Chairman and Chief Executive Officer of Unilever Hungary, Croatia, Slovenia from 2003 to He was subsequently Vice President of the Unilever group, in charge of Central and Eastern Europe and Russia from March 2005 until August 2009 and Executive Vice President in charge of skin products for the group from August 2009 to September Director of Essilor since 2009 Member of the Audit and Risk Committee Number of Essilor International shares held as of 31 December 2014: 1,000 Other positions and directorships in listed companies as of 31 December 2014: none Mr. BERNARD DE SAINT-AFFRIQUE brings to the Board his international experience and his expertise in marketing and sales. 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. Antoine BERNARD DE SAINT-AFFRIQUE expires today, renews this term for a period of three years, 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

13 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 6 Sixth resolution Renewal of the Director s term of office of Ms. Louise FRÉCHETTE Louise FRÉCHETTE Age: 68 Canadian national Louise FRÉCHETTE is Chairman of the Board of Directors of CARE Canada and a member of the Board of Directors of CARE International. She is also a member of the Global Leadership Foundation. From 1998 to 2006, she was the Deputy Secretary- General of the United Nations, the first appointee to this position. Prior to that, she pursued a career in the Public Service of Canada, serving as Ambassador to Argentina, Ambassador and Permanent Representative to the United Nations, Associate Deputy Minister of Finance and Deputy Minister of National Defense. Director of Essilor since 2012 Chairman of the Corporate Social Responsiblity (CSR) Committee Number of Essilor International shares held as of 31 December 2014: 1,000 Other positions and directorships in listed companies as of 31 December 2014: none Ms. FRÉCHETTE brings to the Board her UN and non-governmental organizations experience, her knowledge of emerging countries and her experience in sustainable development and governance matters. 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 Ms. Louise FRÉCHETTE expires today, renews this term for a period of three years, to expire at the end of the Ordinary General Shareholders Meeting convened to deliberate on the financial statements for the financial year Seventh resolution Renewal of the Director s term of office of Mr. Bernard HOURS Bernard HOURS Age: 58 French national Bernard HOURS has been Co-Chief Executive Officer of Danone from January 2008 until September 2014 and Vice Chairman of the Board of Directors from April 2011 until October He joined Danone in 1985, working first in sales and marketing for Evian and Kronenbourg, then as Marketing Director for Danone France in He was then President of Danone Hungary (1994) and Danone Germany (1996) before becoming President of LU France in In 2001, he joined the Dairy Division as President of Business Development and became Vice President of that Division in Director of Essilor since 2009 Member of the Executive Officer and Remunerations Committee and member of the Corporate Social Responsibility (CSR) Committee Number of Essilor International shares held as of 31 December 2014: 5,472 Other positions and directorships in listed companies as of 31 December 2014: none Mr. HOURS brings to the Board his experience as a senior manager of a major international group and his knowledge in the field of marketing and sales. 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. Bernard HOURS expires today, renews this term for a period of three years, 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 11

14 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 8 Eighth resolution Renewal of the Director s term of office of Mr. Olivier PÉCOUX Olivier PÉCOUX Age: 56 French national Olivier PÉCOUX is co-chief Executive Officer of the Rothschild group, which he joined in Since June 2012, he has been Executive Director of P.O. Gestion, and general partner of Paris-Orléans SCA. He began his career at Peat Marwick then at Schlumberger as a financial advisor in Paris and New York. In 1986, he joined Lazard Frères in Paris and was named Vice President of the investment bank s New York office in Director of Essilor since 2001 Number of Essilor International shares held as of 31 December 2014: 1,000 Other positions and directorships in listed companies as of 31 December 2014: co-chief Executive Officer of Paris- Orléans (Rothschild group s flagship holding company) Mr. PÉCOUX brings to the Board his experience in financial and banking matters and his extensive knowledge of Essilor for which he has been instrumental since The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meeting, and noting that the Director s term of office of Mr. Olivier PÉCOUX expires today, renews this term for a period of three years, to expire at the end of the Ordinary General Shareholders Meeting convened to deliberate on the financial statements for the financial year Ninth resolution Appointment of Mr. Marc ONETTO as a new Director Marc ONETTO Age: 64 French and American national Marc ONETTO was Senior Vice-President Worldwide Operations and Customer Service at Amazon from 2006 to 2013, and Executive Vice-President Worldwide Operations for Solectron, a global leader in electronic manufacturing, from 2003 to Before joining Solectron, he held numerous positions with General Electric, including VP Operations Europe for GE Corporate and VP Supply Chain for GE Medical. Number of Essilor International shares held as of 18 February 2015*: 920 Other positions and directorships: Director of Flextronics International Ltd. (public company traded on NASDAQ) and consultant for Videodesk SA (France) and Netcycler Oy (Finland) Mr. ONETTO will bring to the Board his competency in the area of internet sales and logistics. The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, appoints Mr. Marc ONETTO as a new Director for a period of three years, to expire at the end of the Ordinary General Shareholders Meeting convened to deliberate on the financial statements for the financial year * Date on which the Board of Directors stated the proposed resolutions SHAREHOLDERS'MEETING/ESSILOR

15 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 10 Tenth resolution Advisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman of the Board and Chief Executive Officer, in respect of the 2014 financial year Resolution 10 seeks the opinion of the shareholders on the compensation components due or awarded to Mr. Hubert SAGNIÈRES in respect of the financial year ended 31 December 2014.This vote is required in accordance with the recommendations of the AFEP- MEDEF Code of June 2013 (Article 24.3), to which the Company refers in application of Article L of the French Commercial Code. These components are presented in a table prepared in accordance with the Application Guide for the AFEP-MEDEF Code issued by the High Committee on Corporate Governance. Details of compensation can be found in chapter 2.3 ( Compensation and Benefits ) of the 2014 Registration Document. The General Meeting, having read the provisions of Article 24-3 of the AFEP-MEDEF Code and having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, issues a positive opinion on the compensation components due or allocated to Mr. Hubert SAGNIÈRES, Chairman of the Board of Directors and Chief Executive Officer, in respect of the 2014 financial year, as described in the 2014 Registration Document, as copied below. Compensation components Amounts Comments Fixed compensation 800,000 Gross fixed annual compensation from 2 January 2012, approved by the Board of Directors on 24 November 2011 at the recommendation of the Executive Officer and Remunerations Committee, amount unchanged since Variable compensation 1,178,400 At its meeting of 18 February 2015, the Board of Directors, at the recommendation of the Executive Officer and Remunerations Committee and after approval of the financial items by the Audit and Risk Committee, assessed the variable compensation payable to Hubert SAGNIÈRES in respect of the 2014 fiscal year. Given the quantitative and qualitative criteria approved by the Board on 26 February 2014 and the achievements recorded as of 31 December 2014, the variable portion was assessed as follows: in respect of quantity criteria: adjusted net EPS: 185% of target achieved, combined growth: 145% of target achieved, growth by organic acquisitions: 98% of target achieved; in respect of qualitative criteria, the Board assessed that Hubert SAGNIÈRES had met all his personal targets set by the Board, namely progress on aspects of the acquisitions strategy, quality of the succession plans, successful integration of Transitions Optical and planning renewal of the Board with the support of the Nominations Committee. Consequently, the amount of Hubert SAGNIÈRES variable compensation for 2014 was approved at 1,178,400, i.e % of his 2014 fixed annual compensation. Details of these criteria, their respective weighting and assessment scales are provided in chapter 2.3 Compensation and Benefits of the 2014 Registration Document. Deferred variable compensation N/A Hubert SAGNIÈRES does not benefit from any deferred variable remuneration. Long-term variable compensation N/A Hubert SAGNIÈRES does not benefit from any multiannual variable remuneration. Attendance fees N/A Hubert SAGNIÈRES does not receive any attendance fees. Extraordinary compensation N/A Hubert SAGNIÈRES does not benefit from any extraordinary remuneration SHAREHOLDERS'MEETING/ESSILOR 13

16 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS Compensation components Amounts Comments Award of subscription options or share purchases options N/A Hubert SAGNIÈRES does not benefit from any stock-option awards. Award of performance shares Number: 40,000 and accounting valuation: 1,565,600 At its meeting of 25 November 2014, the Board of Directors, in application of the authorisation granted by the 12 th resolution of the Shareholders General Meeting of 11 May 2012 and on recommendation of the Executive Officer and Remunerations Committee, awarded Hubert SAGNIÈRES a maximum number of 40,000 performance shares, valued at 1,565,600 according to the method used for the consolidated financial statements. This corresponds to 2.4% of the total number of shares awarded (total of performance shares and performance options allocated) and 0.019% of the capital as of 31 December As of 31 December 2014, a total of 22,500 shares (out of the 45,000 shares vested under the plan of 25 November 2010) were available to Hubert SAGNIÈRES. Detailed of the vesting conditions (including the ceiling rules) and lockup conditions of these shares are provided in chapter 2.3 Compensation and Benefits of the 2014 Registration Document. Sign-on Bonus N/A Hubert SAGNIÈRES does not benefit from any allowance for taking up office. Severance payment No payment Under a clause in his employment contract, which is put on hold during his term as Executive Board of Directors, Hubert SAGNIÈRES is entitled to a contractual severance payment of a maximum amount of 2,165,000, comprised of: 1,149,254 in respect of benefits payable under French labor law and the applicable collective bargaining agreement; 1,015,746 in supplementary benefits, fully subject to performance conditions. In accordance with the procedure with regard to regulated agreements and commitments, this commitment was authorised by deliberation of the Board on 4 March 2009, confirmed again on 3 March 2010 and approved by the General Meeting on 5 May 2011 (4 th resolution). Details of the terms of the award of this payment are provided in chapter 2.3 Compensation and Benefits of the 2014 Registration Document. Non-compete payment N/A Hubert SAGNIÈRES does not benefit from any non-competition indemnity. Supplementary pension plan No payment Hubert SAGNIÈRES is entitled to the defined benefit supplemental pension plan set up by the Company under the same terms and conditions as those applicable to the employee category to which he belongs in terms of setting employee benefits and other ancillary items of his compensation. In accordance with the procedure regarding related-party agreements and commitments, this commitment was authorised at the Board meeting of 26 November 2009 and approved by the General Meeting of 11 May 2010 (5 th resolution). For example, if the calculation was based on the reference remuneration (fixed and variable) of the last financial year, the annual pension paid out under this scheme would be 25% of the total average remuneration (fixed and variable), actually paid to Hubert SAGNIÈRES during the 2012, 2013, and 2014 financial years (see chapter 2.3 Compensation and Benefits of the 2014 Registration Document). Group death/disability and health insurance plans and defined contribution pension plan Hubert SAGNIÈRES is entitled to the Group death/disability and health insurance plans and the defined contribution pension plan set up by the Company under the same terms and conditions applicable to the employee category to which he belongs in terms of setting employee benefits and other ancillary items of his compensation. Other benefits 7,306 Hubert SAGNIÈRES is covered by an unemployment insurance policy. The premium was paid by the Company in 2014 in the amount of 7, SHAREHOLDERS'MEETING/ESSILOR

17 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 11 Eleventh resolution Increase in the maximum budget allocation for Directors attendance fees The purpose of resolution 11 is to obtain approval for an increase in the budget allocation for attendance fees to 750, 000 euros. In 2014, the actual amount of attendance fees paid was 504,409 euros, with 323,400 euros representing the variable part. The method used by the Board to allocate fees among its members primarily rewards regular attendance at meetings of the Board and its committees, and also recognises the responsibilities associated with chairing a committee. This increase has been proposed for the following reasons: Increased involvement and time commitment by the Directors: In this context, it should be noted that the Executive Officer and Remunerations Committee and the Nominations Committee have been asked to increase the frequency of their meetings in the framework of the developments regarding the Board s composition. The members of the Nominations Committee have been asked, in particular, to find potential new Director candidates. Other than attendance at Board and Committee meetings, preparing for and organising these meetings require availability and a major commitment from the Directors. Between meetings, Directors spend increasing amounts of time studying information and documents. More specifically, an independent Director is tasked with monitoring the Board s annual self-assessment process. Committee chairs are actively involved in planning the work of the Committees and preparing their agendas; In 2014, the average gross Directors fees paid per Essilor Director was around 34,000 euros, which is much lower than the average amount paid by CAC40 companies (67,000 euros)*. The General Meeting, having fulfilled the required conditions for quorum and majority voting for ordinary general meetings, fixes the total amount of Directors attendance fees to be paid to the Board of Directors during the 2015 financial year and the following financial years until the amount is modified by a decision of a later General Meeting, at seven hundred and fifty thousand (750,000) euros. 12 Twelfth resolution Board authorisation to proceed with purchase of Company shares The purpose of resolution 12 is to authorise the Company to buy back its own ordinary shares on the market for the purposes allowed under European regulations and the AMF (such as the delivery of shares awarded to employees, the cancellation of shares to counteract the dilutive effect of capital increases for Company Savings Plan members, the award of share subscription options and performance shares to Company employees and the use of shares in exchange for or in payment of external growth transactions). The share buyback authorisation may be implemented at any time, except during public purchase offerings, subject to the following conditions: Conditions of the authorisation: Ceiling: 10% of the number of shares constituting the Company s capital at the date of the purchase. Maximum price: 130 euros. Period: 18 months. Previous uses: In 2014, in the context of the programmes benefiting its employees, the Company acquired 469,425 shares, i.e. 0.22% of its capital for a total of 35,792,905 euros and did not sell any on the market. In 2014, the Company has not cancelled any shares. Anticipated use: Although the Board of Directors wants to remain free to use this proposed authorisation in future for uses that have not been identified at this stage in line with the objectives presented above, it is not anticipated to use this buyback program for any use other than to cover stock options and performance shares grants to employees or executive officers of the Group. 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 proceed with the purchase of ordinary shares of the Company representing up to 10% of the number of shares in the Company s capital on the purchase date, with the understanding that the Company may under no circumstances hold more than 10% of its own capital. * 2014 Spencer Stuart Report SHAREHOLDERS'MEETING/ESSILOR 15

18 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS The General Meeting resolves that these purchases may be effected for the following purposes: Awarding or transferring them to employees and office holders of the Group and its associated companies, subject to the conditions and methods set out in French and foreign laws, in particular in the context of participation in the fruit of the Company s expansion, awards of free shares, and any employee shareholding plans; Cancellation to reduce the Company s capital (in particular, to compensate for the dilutive effect resulting from the award of free performance shares, the exercise of share subscription options by staff and managers of the Group, and from increases of capital reserved for employees); Cover for debt securities that can be converted into or exchanged for Company shares by purchasing shares for delivery (in the event of delivery of existing securities when conversion rights are exercised) or by purchasing shares for cancellation (in the event of the creation of new securities when conversion rights are exercised); Supporting the share price within a liquidity contract in accordance with an AMAFI ethics charter, recognised by the French Autorité des Marchés Financiers (AMF); Ultimately swapping or using them as payment in the context of external growth transactions, up to 5% of the capital; Implementing any accepted market practice recognised by the regulations or the AMF. The General Meeting resolves to fix the maximum purchase price per ordinary share at 130 euros (excluding any purchase fees). The previously stated share price and number are subject to adjustments as a result of any possible transactions in connection with the Company s capital. The General Meeting resolves that the purchase, disposal or transfer of shares may be paid for and effected by any means and, in particular, on any regulated, free, or OTC market and on any multilateral trading system (including by simple repurchase, by financial instruments or derivatives, or by putting in place option strategies). These transactions may also take the form of blocks of securities which achieve the entire share repurchase program. This authorisation is granted for a maximum period of eighteen (18) months from this day, specifying, for the record that it cannot be used fully or partially during periods of public offerings relating to the Company s shares. All necessary powers are therefore 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 finalise any programs, send orders to the Stock Exchange, conclude agreements, make any statements and complete any formalities with the AMF and any organs indicated by the authorities, or generally, do whatever is necessary. Extraordinary Resolutions Resolutions 13, 14, 15 and 16 These resolutions have a common objective: Associate the employees with the performance of their Company and align the interests of the employees with those of other shareholders Throughout its history, Essilor has made a point of associating all of the Group 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 has been a key factor in its performance since the Company was founded. It helps to align employee and other shareholder interests, as well as creating a sense of community among its employees and encourages them to buy into the Company s strategy. The involvement of employees by several means [increase in capital reserved for members of a Company Shares Savings Plan (resolution 13), award of performance shares (resolution 14) and, to a lesser extent, share subscription options (resolution 15)] is a key element at the core of the governance of Essilor International, enhancing our Company s competitiveness. For this policy, Essilor International has been awarded a number of prizes in 2014, including by Agefi with regard to the Company s social dimension and the governance prize awarded at finance industry meetings of Paris Europlace, Trophées du grand prix de l Assemblée générale SHAREHOLDERS'MEETING/ESSILOR

19 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS 13 Thirteenth resolution Authorisation granted to the Board to proceed with an increase in the Company s capital by issuing shares reserved (without preferential subscription rights) for the members of a Company Share Savings Plan In the context of involving the employees in the capital of Essilor, resolution 13 has the objective of authorising capital increases reserved for the members of a Company Share Savings Plan (PEE) up to a limit of 1.5%. The capital increase in this instance amounts 0.16% on 31 December As at 31 December 2014, active employees held 3.57% of the capital of Essilor International (out of a total of 8.2% for the socalled internal shareholding which also includes retired and former Essilor employees). Resolution 13 would allow employees participating in a Company Share 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 will be subject to a 5 or 7-year lock-up period, depending on the plan (except in the event of early release provided for by law). 96% of eligible employees participate in the savings plan, and the average subscription represents 8% of the participants gross annual salary. These figures are evidence of the employees commitment and confidence in the future of Essilor. The General Meeting, having fulfilled the required conditions for quorum and majority voting for extraordinary general meetings, having heard the report of the Board of Directors and the auditors report, and in accordance with the provisions of 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 decide 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 under the conditions prescribed by law reserved to the members of a Company Share Savings Plan; resolves to suppress the 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 within the meaning of the 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 s 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 subscription price of the shares to be paid by the beneficiaries listed above, in application of this delegation of power, must not be more than 20% lower than the average of the opening price of the share listed on the Euronext Paris market during the twenty stock market sessions before the day of the Board of Directors decision on the capital increase and the corresponding issue nor must it be higher than that average; resolves that the Board of Directors will have all powers, with the option of subdelegation to its Chairman, to implement this delegation, in particular, to: fix the conditions that the beneficiaries of the new shares, resulting from any capital increase, the subject of this resolution, must fulfil, 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 for directly or by means of a common investment fund or another entity in accordance with current legislation, set 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 pay for their shares, set the date, even retroactively, from which the new shares can be enjoyed, record, or cause to be recorded, the status of the capital increase resulting from the shares that will be actually subscribed for, or to increase the amount of the said capital increase, so that all the subscriptions received can actually be fulfilled, at its sole initiative, impute the cost of the Company capital increase on the premiums affected by these increases and make the necessary provisions to increase the legal reserves to one tenth of the new capital after each increase, 2015 SHAREHOLDERS'MEETING/ESSILOR 17

20 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS in a general manner, take all measures to implement the capital increases, complete the formalities resulting from them and make the necessary amendments to the Company Articles in connection with these capital increases; 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. resolves that this delegation of powers will replace the authorisation granted by the meeting of 7 May 2014 in its 15 th resolution. Resolutions 14, 15 and 16 Award of performance shares and share subscription options (fully subject to the achievement of performance conditions) The authorisations granted by the General Meeting to the Board of Directors to award performance shares to the Group s employees and management and/or to grant share subscription options to the Group s employees will expire in These authorisations with their aim of associating the employees with the performance of their Company are a fundamental element of the Company s culture and its remuneration policy, as they contribute to the fostering of the community spirit, which has been at the core of Essilor s performance since its foundation, and the loyalty and long-term commitment of the Group s executives, key managers and numerous skilled workers. All these awards are subject to performance conditions applicable to all beneficiaries without exception. However, there are additional specific performance conditions for the Group s executive officers and Executive Committee members, as listed in chapter 2.3 of the 2014 Registration Document. In the context of the proposed authorisations, the number of shares that can be acquired or options exercised may not represent more than 3% of the Company s capital in total at the date of the decision of the Board of Directors (ceilings of 2.5% for performance shares and 1% for subscription options respectively). For the record, the total average annual award of performance shares and share subscription options for the financial years of 2012, 2013 and 2014 was at 0.7% of the capital. The number of free shares awarded to each Company s executive officer during a financial year may not represent more than 7% of the total performance shares awarded in each year. This number of shares will be confirmed by the Board acting on a proposal by the Executive Officer and Remunerations Committee, taking into account the overall remuneration structure of executive officers, in accordance with the AFEP-MEDEF recommendations. The performance conditions will be set for a consecutive period fixed at 3 years. The performance conditions set out in chapter 2 of the Registration Document for past plans will be renewed as they are in line with the Company s objectives and characteristics and suitable for promoting balanced and continued growth over the long term. The executive officers must hold one-third of the shares definitively awarded for as long as they remain in office. This holding obligation is lifted as soon as they hold on a permanent basis a number of shares equivalent to two years of target monetary remuneration (fixed remuneration + target variable remuneration). 14 Fourteenth resolution Authorisation to be granted to the Board to proceed with the award of free shares (so-called performance shares) without preferential subscription right 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 special auditors report, and in accordance with Article L and following of the French Commercial Code: 1. authorises the Board of Directors to award in one or several stages the Company s existing shares or shares to be issued to: members of the employed staff and executive officers of the Company, members of the employed staff and executive officers of companies of which the Company directly or indirectly holds at least 10% of the capital or voting rights; 2. resolves that: the total number of shares awarded may not represent more than 2.5% of the Company s capital at the date of the award, whereby this maximum number of shares existing or to be issued does not include the number of additional shares which might be issued for the purpose of an adjustment in the number of shares initially awarded following a transaction on the Company s capital, SHAREHOLDERS'MEETING/ESSILOR

21 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS subject to the limit set above, the number of performance shares awarded to each executive officer may not exceed 7% of the free performance shares awarded each year, the Board of Directors will identify the beneficiaries of the awards and the performance conditions, which will be evaluated over a minimum period of three (3) consecutive years, the award of shares to the beneficiaries will be definitive, subject to other conditions set during the award, and, in particular, the performance conditions over a minimum vesting period of three years, having been fulfilled, the holding period is set, as stipulated by current law, for a minimum period of two years. However, this holding obligation may be waived for shares with a vesting period of four years or more, the beneficiaries will be granted the shares before the end of the vesting period in the event of them becoming disabled as classified in the second and third category set out in Article L of the French Social Security Code; 3. notes that this decision, in the event of new shares being awarded, means that the shareholders will expressly waive their preferential subscription right in favour of the beneficiaries, with regard to newly issued shares and the part of the reserves, which, if applicable, will be incorporated in the capital; the corresponding increase in the Company s capital will be definitively achieved solely by the definitive award of new shares to the beneficiaries. The General Meeting grants the Board of Directors all powers, with the ability to subdelegate them to any person permitted by law, to set the other conditions and rules for the award of free shares, subject to the limits set above, and, in particular, to: determine the beneficiaries of the awards and their respective share numbers, the conditions to be fulfilled for the award to become definitive, in particular, the performance conditions, determine the duration of the vesting period and/or the holding obligation within the limits mentioned above, proceed with the adjustment of the number of free shares awarded under any transactions on the Company s capital, set the amount and nature of the reserves, benefits and premiums to be incorporated in the capital in the case of the award of shares yet to be issued, record the increase or increases in capital completed by the implementation of this authorisation, amend the Company s Articles as required and, in general, do all that is necessary. The delegation of powers hereby granted to the Board of Directors will be valid for a period of thirty-eight (38) months from the date of this General Meeting. 15 Fifteenth resolution Authorisation to be granted to the Board of Directors to grant share subscription options subject to performance conditions, without preferential subscription right 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 special auditors report: 1. authorises the Board of Directors, pursuant to Articles L and following, to approve in one or several stages, options granting the right to subscribe for new ordinary shares of the Company, to be issued for the purpose of an increase in capital, for the benefit of designated persons from among the members of the employed staff of the Company and of companies associated with the Company as set out in Article L of the French Commercial Code; 2. resolves that: the total number of options approved under this authorisation may not result in subscription rights for a total number of shares exceeding 1% of the Company s capital as at the date of the award by the Board, the Board of Directors will establish the list or categories of beneficiaries of the awards and the performance conditions, which will be evaluated over a minimum period of three (3) consecutive years, the options will not be valid for longer than a period of 7 years from the date of their award, this authorisation means that the shareholders will expressly waive their preferential subscription rights in favour of the beneficiaries of the share subscription options, which will be issued gradually as the options are exercised, the subscription price for common shares will be fixed, without any discount, by the Board of Directors within the rules and limits authorised by the applicable regulations current on the day when the options are awarded SHAREHOLDERS'MEETING/ESSILOR 19

22 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS The General Meeting grants the Board of Directors all powers, with the ability to subdelegate them to any person permitted by law, to set the other conditions and rules, subject to the limits set out above, for the award of the options and their exercise, and, in particular, to: set the rules for the transactions, fix the conditions under which the options are approved, nominate the beneficiaries, set the period during which they can be exercised, the performance conditions their exercise is subject to, the number of options to be offered to each person, and to decide on any resale ban, set the conditions under which the price and the number of shares to be subscribed for will be adjusted, in case of financial transactions completed by the Company, if applicable, limit, suspend, restrict or ban the exercise of the options or the transfer or registration of shares resulting from the exercise of the options, during certain periods or due to certain events, whereby its decision may affect all or some of the options or shares or all or some of the beneficiaries, impute the cost of the capital increases on the premiums affected by them, set the dates from which the new shares can be enjoyed following the exercise of the options, record the respective increases in capital and amend the Company s Articles accordingly, approve any agreement, take any measures and complete any formalities with regard to the issue and the listing of the issued shares under this authorisation. This authorisation, if approved, will replace the earlier authorisation granted by the General Meeting of 11 May The Board of Directors will report to the shareholders on the use made of the authorisation granted in this resolution, in accordance with Article L , point 1 of the French Commercial Code. The delegation of powers hereby granted to the Board of Directors will be valid for a period of thirty-eight (38) months from the date of this General Meeting. 16 Sixteenth resolution Limitation of the authorisations to proceed with the award of Company shares (performance shares) and grant share subscription options 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 special auditors report, and in consequence of the approval of the 14 th and 15 th resolutions, resolves that the total number of shares that may be subscribed for by the exercise of share subscription options and/or that may be awarded in accordance with Article L and following of the French Commercial Code, will be limited to 3% of the Company s capital for the entire duration of these resolutions and this limit will be verified on the date when the options are granted or the shares awarded. 17 Seventeenth resolution Amendment of Articles 12, 13, 15, 21 and 24 to ensure compliance with the regulations and the AFEP-MEDEF Code Resolution 17 will amend the Company s Articles in order to: ensure compliance with the law and regulations, specifying in particular, that the obligation to hold a minimum number of shares does not apply to the Director representing employees, modification of access conditions for Shareholders General Meeting convened from 1 January 2015, update to ensure compliance with regulated agreements etc. Details of the amendments are shown in the table in the resolution text below; align the rules for the plurality of offices with the recommendations of the Company governance AFEP-MEDEF Code which the Company refers to and which are included in the Internal Rules of Procedure of the Essilor International Board of Directors (see Company website). Indeed, under the current Articles (Article 12), the rules for the plurality of offices specify that only offices in companies with their head office on French soil are counted, whereas the 2013 AFEP-MEDEF Code mentions the plurality of offices not only in companies whose head office is located in France, but also outside of France (recommendations reproduced in the Internal Rules of Procedure of Essilor International, available in full on the Company s website). The proposal therefore is to delete this rule from the Articles. The proposed amendments under Resolution 17 are already being applied and are submitted to your approval for the sake of transparency and clarity SHAREHOLDERS'MEETING/ESSILOR

23 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS The General Meeting, having fulfilled the required conditions for quorum and majority voting for extraordinary general meetings, resolves to amend the provisions of the Articles as follows: Current version Article 12: Board of Directors 1) Composition ( ) An individual who has been appointed a Director may not simultaneously belong to more than five Boards of Directors or Supervisory Boards of limited companies having their registered offices in metropolitan France, save for the exceptions provided for by French law. Any individual who has been appointed a Director who, when he takes up the new office, is in breach of the provisions of the previous paragraph must, within three months of his appointment, resign from one of his offices. In the event of failure to resign, he shall be deemed to have resigned from his new office. Article 13: Qualifying shares Each Director must, throughout his term of office, own at least one thousand common shares. If a Director on the date of his appointment does not own the required number thereof, he shall be deemed to have automatically resigned if he has not rectified his situation within three months. Article 15: Chairman of the Board of Directors The Chairman of the Board of Directors represents the Board of Directors. He organises and manages the Board s work; he reports thereon to the General Shareholders Meeting. Article 21: Regulated agreements ( ) The aforementioned provisions are not applicable to agreements that cover standard transactions concluded under normal conditions. However, these agreements shall be provided to the Chairman by the person concerned. The Chairman shall provide a list of such agreements to the Directors and the Auditors. Moreover, all shareholders are entitled to obtain disclosure of the list of said agreements. New version Article 12: Board of Directors 1) Composition ( ) The two paragraphs copied in column one will be deleted. The remainder of the article will remain unchanged. Article 13: Qualifying shares Each Director, appointed by the General Meeting, must, throughout his term of office, own at least one thousand common shares. If a Director on the date of his appointment does not own the required number thereof, he shall be deemed to have automatically resigned if he has not rectified his situation within six months. Article 15: Chairman of the Board of Directors The Chairman of the Board of Directors organises and manages the Board s work; he reports thereon to the General Shareholders Meeting. The remainder of the article will be unchanged. Article 21: Regulated agreements This paragraph will be replaced by the following. The aforementioned provisions are not applicable to agreements that cover standard transactions concluded under normal conditions or to agreements concluded between two companies one of which directly or indirectly holds the entire capital of the other. The remainder of the article will be unchanged SHAREHOLDERS'MEETING/ESSILOR 21

24 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS Current version Article 24: General provisions 1) Convening and admission to meetings General Meetings shall be convened under the conditions laid down by the law. They shall be held at the registered office or in a Paris Region department. The General Meeting shall be made up of all the owners of common shares, regardless of the number of their common shares, provided the amounts due have been paid up. The right to attend or be represented at General Meetings is contingent on: For the owners of registered shares, entry in a directly registered or intermediary registered account on the third business day prior to the Meeting at 00:00, Paris time. For the owners of bearer shares, registration on the third business day prior to the Meeting at 00:00 Paris time. The entry or recognition in the securities accounts of the bearer shares by the accredited intermediary shall be confirmed by an attendance certificate issued by the intermediary as an appendix to the postal vote or proxy for or the request for an attendance card made out to the shareholder. A certificate may also be issued to shareholders who wish to attend the Meeting in person and who have not received their attendance card on the third business day prior to the meeting at 00:00 Paris time. New version Article 24: General provisions (...) For the owners of registered shares, entry in a directly registered or intermediary registered account on the second business day prior to the Meeting at 00:00, Paris time. For the owners of bearer shares, registration on the second business day prior to the Meeting at 00:00 Paris time. The entry in the securities accounts of the bearer shares by the accredited intermediary shall be confirmed by an attendance certificate (...). A certificate may also be issued in the name of shareholders who wish to attend the Meeting in person and who have not received their attendance card on the second business day prior to the meeting at 00:00 Paris time. The Board of Directors may, if it sees fit, provide shareholders with individual, personal attendance cards. Shareholders may only be represented by their spouse or by another shareholder. 2) 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. Pursuant to a decision by the Board of Directors, the shareholders may send proxy voting or postal vote forms via electronic filing or electronic means before the Meeting, under the conditions provided for by law. This decision shall be published in the Bulletin des Annonces Légales Obligatoires (BALO) legal gazette. When use is made of electronic filing or electronic means, the electronic signature of the proxy voting and postal vote forms may take the form of a process that meets the conditions defined in the first sentence of the second paragraph of Article of the French Civil Code. Shareholders can be represented under the conditions provided for by the applicable laws and regulations. ( ) When use is made of electronic filing or electronic means, the electronic signature used must result from a reliable identification process guaranteeing its link with the voting form to which it attaches and may, in particular, consist of an identifier and password or any other means provided for in, or permitted by, the current regulations. 18 Eighteeth resolution Powers to carry out legal formalities Resolution 18 is a standard resolution covering the powers to carry out the legal formalities necessary after the Shareholders Meeting. Any bearer of a copy or an extract of the minutes of this Meeting shall be vested with the power to file documents and effect publications with regard to the above resolutions SHAREHOLDERS'MEETING/ESSILOR

25 6 ESSILOR IN 2014 ESSILOR IN 2014 Key figures and highlights millions 2014 adjusted (2) 2013 adjusted (2) % change Revenue 5,670 5, % Contribution from operations (1) (% of revenue) 1, % % +15.0% Operating profit % Profit attributable to equity holders % Earnings per share (in ) % Adjusted (2) contribution from operations (1) (in millions and as a % of revenue) Adjusted (2) profit attributable to equity holders (in millions) Adjusted (2) earnings per share (in ) % 15.0% 1, % % % Commenting on these results, Hubert SAGNIÈRES, Chairman and Chief Executive Officer of Essilor, said: The quickening pace of growth throughout the year culminated in an excellent performance in the fourth quarter. Our mission of improving lives by improving sight has expanded the Company s playing field and led in 2014 to transformational acquisitions in the photochromic, sunwear and online businesses. While remaining focused on its core ophthalmic optics business, Essilor is increasingly capitalizing on the interconnections between all its activities and moving closer to the consumer in the marketing of its brands and solutions. In a structurally expanding ophthalmic optics market and with a more favorable currency environment, 2015 promises to be another year of strong growth in revenue and contribution from operations. Our teams are fully engaged and energized about maintaining this momentum over the medium term. In a mixed economic environment, Essilor successfully deployed a strategy of broadening its playing field, with the sustained support of its original model of innovation and partnerships. In 2014, this process drove an increase in the Company s presence in corrective lenses and in the percentage of revenue coming from North America, to 45%, and from the fast-growing countries, to 22%. Essilor deepened its presence in the photochromic segment by completing the acquisition of the remaining 51% of Transitions Optical its largest acquisition to date and in the online business with the acquisition of Coastal.com, a major e-tailer of optical products. Essilor also developed a sunglass offering combining the Company s premium sunlens production expertise and FGX International s distribution capabilities. The sunwear business was also strengthened by the acquisition of the mid-range Bolon and Molsion brands in China at the end of 2013, and of the Costa brand in the US performance sunglass segment at the beginning of (1) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs, other operating expenses). (2) Adjusted for non-recurring items related mainly to the Transitions Optical, Coastal.com and Costa acquisitions in 2014 and to the Xiamen Yarui Optical (Bolon) acquisition in Revenue data are not adjusted SHAREHOLDERS'MEETING/ESSILOR 23

26 6 ESSILOR IN 2014 The 2014 results were also shaped by the following factors: The sustained success of the Company s innovations, including the Crizal, Varilux S series TM, Transitions Signature and Xperio lenses; The improvement in like-for-like revenue growth, to 3.7%. This was driven by the Lenses & Optical Instruments division and gained steady momentum quarter after quarter to hit 5.0% in the final quarter of the year; A historically high adjusted (1) contribution from operations (2) at 18.6% of revenue, illustrating Essilor s ability to use its operating leverage and the synergies from the acquired companies to finance its additional marketing expenditure; The increase in consumer marketing spend, which rose to around 150 million on a full-year basis, including the photochromic, sunwear and online businesses; The completion of twelve new acquisitions representing total full-year revenue of 525 million; The growth in business with large accounts and the increase in the number of integrated supply-chain contracts in every region around the world. Consolidated revenue millions % Change (reported) % Change (like-forlike) Change in the scope of consolidation Currency effect Lenses & Optical Instruments 4, , % +4.3% +7.6% -1.6% North America 2, , % +5.0% +10.9% -0.8% Europe 1, , % +0.1% +5.1% +0.1% Asia/Pacific/Middle East/Africa % +8.2 % +5.7% -3.4% Latin America % +10.8% +6.7% -8.9% Equipment % -1.8% -1.5% -0.4% Sunglasses & Readers % -1.0% +42.9% -0.2% TOTAL 5, , % +3.7% +9.7% -1.4% Equipment 3% Sunglasses & Readers 9% (as a % of total Group revenue) 88% In 2014, consolidated revenue totaled 5,670 million, an increase of 13.4% over the previous year. Like-for-like sales growth was 3.7% for the year, reflecting an improvement in activity between the first half (up 3.0 %) and the second (up 4.4 %). The positive 9.7% impact of changes in scope of consolidation was attributable to the contribution of (i) organic acquisitions (3) (4.9%) and (ii) strategic acquisitions (4.8%) in the form of Transitions Optical and Coastal.com. Geographical breakdown of the Lenses and Optical Instruments division Lenses and Optical Instruments An overall adverse 1.4% currency effect, reflecting the sharp increase in the euro against the main billing currencies in the first half was partially offset by the upturn in the dollar against the euro late in the year. 36% North America 29% Europe 16% Asia/Pacific/Middle East/Africa 7% Latin America (1) Adjusted for non-recurring items related mainly to the Transitions Optical, Coastal.com and Costa acquisitions in 2014 and to the Xiamen Yarui Optical (Bolon) acquisition in Revenue data are not adjusted. (2) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs, other operating expenses). (3) Local acquisitions and partnerships SHAREHOLDERS'MEETING/ESSILOR

27 6 ESSILOR IN 2014 Consolidated income statement The published 2014 financial statement contain several nonrecurring items. In order to facilitate understanding of its operating performance, Essilor publishes financial statements that are adjusted for these items. Most of these adjustments are purely accounting related with no impact on cash. Reported Statement of Income/Adjusted Statement of Income millions 2014 Adjusted (b) Non-recurring items (c) 2014 Reported 2013 Reported Revenue 5, ,670 5,065 Contribution from operations (a) (% of revenue) 1, % -15 1, % Other income (expense), net Operating profit , Net profit Attributable to equity holders of Essilor International (% of revenue) % % Earnings per share (in ) % % The following tables and comments concern the adjusted statement of income. Adjusted Statement of Income millions Adjusted (b) Adjusted (d) Change Revenue 5,670 5, % Gross profit (% of revenue) 3, % 2, % +17.1% -- Operating expenses 2,271 1, % EBITDA (e) (% of revenue) Contribution from operations (a) (% of revenue) 1, % 1, % 1, % % +16.4% -- Operating profit % Net profit % Attributable to equity holders of Essilor International (% of revenue) % % Earnings per share (in ) % +15% % -- (a) Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs, other operating expenses). Adjusted for 15 million, of which 13 million step-up on inventories stemming from major acquisitions (Transitions Optical, Costa and Xiamen Yarui Optical). (b) Adjusted for non-recurring items related mainly to the Transitions Optical, Coastal.com and Costa acquisitions in 2014 and to the Xiamen Yarui Optical (Bolon) acquisition in Revenue data are not adjusted. (c) Non-recurring items primarily include the 544-million gain recognized on the full-consolidation of Transitions Optical, in application of IFRS 3 (revised), offset by (i) 118 million in impairment losses on property, plant and equipment, intangible assets and goodwill, (ii) 28 million in technical expense adjustments arising from the full-consolidation of Transitions Optical, (iii) 17 million in acquisitions costs, (iv) 54 million in restructuring costs arising from plans to unleash acquisition-related synergies, (v) 50 million in contingent consideration payments and adjustments to other provisions for contingencies, and (vi) the 30-million contribution to the Vision for Life programme. (d) The 2013 income statement has been adjusted for 3 million in contribution from operations and gross profit, corresponding to step-up on inventories from the acquisition of Xiamen Yarui Optical, and for a 10-million expense, net of tax, in other expenses. (e) Corresponding to adjusted contribution from operations before recurring depreciation and amortization SHAREHOLDERS'MEETING/ESSILOR 25

28 6 ESSILOR IN 2014 Consolidated results Higher adjusted gross margin Adjusted gross profit (revenue less cost of sales) stood at 3,328 million for the year, representing 58.7% of revenue, versus 56.1% in The improvement mainly reflects the contribution from Transitions Optical. Higher adjusted contribution from operations: 18.6% of revenue The adjusted contribution margin widened by 40 basis points, of which: 10 basis points from the synergy gains arising on the integration of Transitions Optical, partially offset by a reinvestment in advertising; 30 basis points from the accretive impact of the Transitions Optical and Xiamen Yarui Optical acquisitions, partially offset by the dilutive impact from Coastal.com. Adjusted operating expenses up 18.2% to 2,271 million Operating expenses amounted to 40.0% of revenue, versus 37.9% in The increase came both from the consolidation of the year s acquisitions (especially Transitions Optical) and from the higher media spend. These expenses included: 188 million in R&D and engineering costs, versus 164 million in 2013; 1,367 million in selling and distribution costs, up from 1,118 million in 2013 as a result of (i) the costs of launching new products, such as Transitions new generation photochromic lenses marketed under the Signature brand and (ii) a strategic increase in media spend to spur faster sales of the Varilux, Crizal, Transitions, Xperio and Kodak brands in the main geographic markets. Excluding Transitions Optical, Costa, Coastal.com and Xiamen Yarui Optical, these costs increased by 5.3% in Adjusted operating profit up 15.4% to 989 million or 17.4% of revenue Adjusted Other income and expenses from operations and Gains and losses on asset disposals together represented a net expense of 68 million versus an expense of 63 million It covered: Charges to restructuring provisions in a total amount of 22 million, mainly related to the rationalization of the prescription laboratory network in Europe; Compensation costs for shared-based payments (in particular performance share plans), totaling 39 million; Other expenses in an amount of 7 million. Adjusted finance costs and other financial income and expenses, net This item rose to a net cost of 44 million from 20 million in 2013, due to the increase in interest costs following the debt taken on to finance the Transitions Optical, Costa, Xiamen Yarui Optical (Bolon) and Coastal.com acquisitions. Adjusted attributable profit up 6.5% to 642 million Profit attributable to equity holders of Essilor International is stated after: 246 million in adjusted income tax expense, representing an adjusted effective tax rate of 26% compared with 24.1% in Most of the increase resulted from changes in the scope of consolidation and the increase in business in North America; 3 million in the share of profits of associates, corresponding to Transitions Optical s contribution in first-quarter Last year, when Transitions was accounted for by the equity method over the full year, the share of profits of associates stood at 22 million; 60 million in non-controlling interests, up from 54 million in 2013 due to the non-controlling interests in companies newly consolidated in 2014, especially Xiamen Yarui Optical (Bolon). Adjusted earnings per share rose 6.3% to SHAREHOLDERS'MEETING/ESSILOR

29 7 GOUVERNANCE GOVERNANCE As of 18 February 2015, Essilor s Board of Directors has fifteen members, including three members representing employee shareholders and one member representing employees. Members of the Board of Directors contribute their management expertise and/or experience to the Company in a variety of areas, including general and practical business knowledge, expertise in a specific Essilor International business segment or several years of experience in managing international companies. This diversity and complementarity of backgrounds is also a result of the internationalization of the Board of Directors, on which people of four different nationalities serve. The Company s Directors have a duty of care and exercise complete freedom of judgment. The operations of the Board of Directors and the special Board Committees are governed by internal rules adopted by the Board at its meeting of 18 November 2003, and revised several times since then, and by a Directors Charter. The main elements of these two documents are reproduced in full, along with the Articles, on the Company s website, in the Governance Section. In 2014, the Board of Directors held six meetings. The meetings lasted on average 2 hours and 30 minutes. The average attendance of the Directors at the Board Meetings was 97%, and 99% for all the meetings of the Board and the Committees. Committees of the Board of Directors at 18 Feburary 2015 Audit and Risk Committee Yves CHEVILLOTTE, Chairman Philippe ALFROID Benoît BAZIN Antoine BERNARD DE SAINT-AFFRIQUE Aïcha MOKDAHI Nominations Committee Xavier FONTANET, Chairman Yves CHEVILLOTTE Maurice MARCHAND-TONEL Michel ROSE The Chairman and Chief Executive Officer and a Director elected on the proposal of Valoptec Association are involved in the work of the Committee. Executive Officer and Remunerations Committee Michel ROSE, Chairman Bernard HOURS Maurice MARCHAND-TONEL Corporate Social Responsibility (CSR) Committee Louise FRÉCHETTE, Chairwoman Bernard HOURS Aïcha MOKDAHI Hubert SAGNIÈRES Strategy Committee (all the members of the Board of Directors) 2015 SHAREHOLDERS'MEETING/ESSILOR 27

30 7 GOUVERNANCE Members of the Board of Director at 18 February 2015 Hubert SAGNIÈRES Age: 59 Countries of citizenship: France and Canada Chairman and Chief Executive Officer of Essilor since 2 January 2012 Date of first appointment: 14 May 2008 End of term: 2017 Other directorships and positions in listed companies at 31 December 2014: none Maureen CAVANAGH Age: 51 Country of citizenship: USA President of Vision Impact Institute (USA) Director representing employee shareholders Date of first appointment: 16 May 2013 End of term: 2016 Other directorships and positions in listed companies at 31 December 2014: none Philippe ALFROID Age: 69 Country of citizenship: France Chief Operating Officer of Essilor ( ) Non-independent Director Date of first appointment: 6 May 1996 End of term: 2017 Other directorships and positions in listed companies at 31 December 2014: Chairman of the Supervisory Board of Faiveley Transport and director of Eurogerm and Gemalto NV (Netherlands) Yves CHEVILLOTTE* Age: 71 Country of citizenship: France Former Chief Operating Officer of Crédit Agricole SA ( ) Independent Director Date of first appointment: 14 May 2004 End of term: 2016 Other directorships and positions in listed companies at 31 December 2014: none Benoît BAZIN* Age: 46 Country of citizenship: France Senior-Vice President at Compagnie de Saint-Gobain and President of the Building Distribution Sector of Saint-Gobain group Independent Director Date of first appointment: 15 May 2009 End of term: 2015 Other directorships and positions in listed companies at 31 December 2014: none Xavier FONTANET Age: 66 Country of citizenship: France Chairman and Chief Executive Officer of Essilor ( ) and then Chairman of the Board of Directors ( ) Non-independent Director Date of first appointment: 15 June 1992 End of term: 2016 Other directorships and positions in listed companies at 31 December 2014: Director of Schneider Electric SE and L Oréal and Chairman of the Appointments and Governance Committee of L Oréal s Board of Directors Antoine BERNARD DE SAINT-AFFRIQUE* Age: 50 Country of citizenship: France President of Unilever s Foods category Independent Director Date of first appointment: 15 May 2009 End of term: 2015 Other directorships and positions in listed companies at 31 December 2014: none Louise FRECHETTE* Age: 68 Country of citizenship: Canada Chairwoman of the Board of Directors of CARE Canada and member of the Board of Directors of CARE International. Independent Director Date of first appointment: 11 May 2012 End of term: 2015 Other directorships and positions in listed companies at 31 December 2014: none * Each year, the Board of Directors reviews the situation of each of its members with regard to the independence criteria set out in the AFEP-MEDEF Code in force. The Board of Directors, at its meeting of 25 November 2014, concluded that, out of the fifteen Directors on the Board of Directors, seven (as indicated above) were independent. Thus, the independence rate reaches 63.6%, pursuant to the recommendations of the AFEP-MEDEF Code SHAREHOLDERS'MEETING/ESSILOR

31 7 GOUVERNANCE Yi HE Age: 61 Country of citizenship: China President of Essilor (China) Holding Company Director representing employee shareholders Date of first appointment: 11 May 2010 End of term: 2017 Other directorships and positions in listed companies at 31 December 2014: none Aïcha MOKDAHI Age: 59 Country of citizenship: France President of Essilor Vision Foundation Europe and AMERA (Asia-Pacific, Middle East, Russia, Africa) Director representing employee shareholders Date of first appointment: 11 May 2007 End of term: 2017 Other directorships and positions in listed companies at 31 December 2014: none Franck HENRIONNET Age: 43 Country of citizenship: France Lean Manufacturing Project Manager in the Instruments Division of La Compasserie (Meuse-France) at Essilor Director representing employees Date of first appointment: 28 October 2014 (Works Council appointment) End of term: 2017 Other directorships and positions in listed companies at 31 December 2014: none Olivier PÉCOUX Age: 56 Country of citizenship: France Chief Executive of the Rothschild group Non-independent Director Date of first appointment: 3 May 2001 End of term: 2015 Other directorships and positions in listed companies at 31 December 2014: co-chief Executive Officer of Paris-Orléans (Rothschild group s flagship holding company) Bernard HOURS* Age: 58 Country of citizenship: France Chief Operating Officer of Danone (January 2008 to September 2014) Independent Director Date of first appointment: 15 May 2009 End of term: 2015 Other directorships and positions in listed companies at 31 December 2014: none Michel ROSE* Age: 71 Country of citizenship: France Former co-chief Operating Officer of Lafarge (until 2008) Independent Director Date of first appointment: 13 May 2005 End of term: 2016 Other directorships and positions in listed companies at 31 December 2014: none Maurice MARCHAND-TONEL* Age: 71 Country of citizenship: France Independent consultant Independent Director Date of first appointment: 11 May 2007 End of term: 2016 Other directorships and positions in listed companies at 31 December 2014: Member of the Supervisory Board of Faiveley Transport * Each year, the Board of Directors reviews the situation of each of its members with regard to the independence criteria set out in the AFEP-MEDEF Code in force. The Board of Directors, at its meeting of 25 November 2014, concluded that, out of the fifteen Directors on the Board of Directors, seven (as indicated above) were independent. Thus, the independence rate reaches 63.6%, pursuant to the recommendations of the AFEP-MEDEF Code SHAREHOLDERS'MEETING/ESSILOR 29

32 8 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS Issued and unissued authorized capital (1) : the table below summarizes the currently valid delegations granted by the Shareholders Meetings of 11 May 2012 and 7 May 2014 to the Board of Directors relating to capital, and indicates the use of these delegations. Date of Shareholders Delegation type Meeting (resolution number) Period (expiration date) Share capital increases for employees and executive corporate officers Share capital increase reserved for employees Free share award (bonus shares) for employees and executive corporate officers Stock options award for employees and executive corporate officers Share capital increases Capital increase through a share issue with preemptive subscription rights Capital increase through a share issue without preemptive subscription rights Greenshoe option (applicable under Resolutions 16, 17 and 20) Capital increase in payment for a capital contribution in kind Allotment of shares to qualified investors or a small circle of investors (Art. L II of the French MFC) Share issue based on price terms alternative to those laid down in Resolutions 17 and 20 Overall limit of authorizations without pre-emptive subscription rights or reserved for contributions in kind (Resolutions 17, 18, 19, 20) Capital increase through incorporation of reserves, profit, premiums or other items Buyback by the Company of its own shares Purchase by the Company of its own shares 7 May 2014 (15 th ) 11 May 2012 (12 th ) 11 May 2012 (13 th ) 7 May 2014 (16 th ) 7 May 2014 (17 th ) 7 May 2014 (18 th ) 7 May 2014 (19 th ) 7 May 2014 (20 th ) 7 May 2014 (21 th ) 7 May 2014 (22 nd ) 7 May 2014 (23 rd ) 7 May 2014 (13 th ) Reduction in share capital by cancellation of shares Cancellation of shares acquired by the Company under Article L of the French Commercial Code 7 May 2014 (14 th ) 21 months (6 February 2016) 38 months (10 July 2015) 38 months (10 July 2015) 26 months (6 July 2016) 26 months (6 July 2016) 26 months (6 July 2016) 26 months (6 July 2016) 26 months (6 July 2016) 26 months (6 July 2016) 26 months (6 July 2016) 26 months (6 July 2016) 18 months (7 November 2015) 24 months (6 May 2016) Maximum amount authorized 1.5% of the share capital (at the issue date) 2.5% of the share capital (at the award date) 1% of the share capital (at the award date) One-third of the share capital (at the date of the Shareholders Meeting) Maximum of 1,500 million for debt securities 10% of the share capital (at the date of the Shareholders Meeting) 1 billion for debt securities Overall use at 12/31/ % 1.94% 0.13% None None 15% of the initial issue None 10% of the share capital at the date of the Shareholders Meeting 10% of the share capital (at the date of the Shareholders Meeting) 10% of the share capital (at the date of the Shareholders Meeting) 10% of the share capital (at the date of the Shareholders Meeting) This ceiling is deducted from the overall ceiling of one-third of the share capital (Resolution 16) None None None None 500 million None 10% of the share capital at the purchase date 10% of the share capital on the day of cancellation per 24-month period 469,425 shares or 0.22% None (1) Article L of the French Commercial Code SHAREHOLDERS'MEETING/ESSILOR

33 REQUEST FOR DOCUMENTS AND INFORMATION Combined General Meeting of 5 May 2015 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 of the French Commercial Code. In... on If you wish to receive the documents and information, all requests must be sent to: SOCIÉTE GÉNÉRALE Service des Assemblées 32 rue du Champ-de-Tir, CS 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 of the French Commercial Code for each subsequent Shareholders Meeting. (1) State the bank, financial establishment and the broker responsible for the accounts.

34 NOTES

35 TO GET TO THE PALAIS DES CONGRÈS IN PARIS La Défense Depuis l Aéroport Roissy Charles De Gaulle : From Roissy Charles de Gaulle Airport: 33 min : les cars Air France* (ligne verte) 25 min en voiture / 25 min by car 43 Entrées principales / Main gates Parkings / Car parks Parkings autocars / Bus parks Station de métro / Metro station Bus / Bus stop RER / RER Station Vélib / Vélib bike rental stand Borne de taxis / Taxi stand Accès livraisons / Delivery access Hauteur limitée : 4,10 m Height restriction: 4,10 m 1 M BUS RER M BUS RER A PIED / PEDESTRIAN ACCE SS Métro : ligne 1, station Porte Maillot-Palais des Congrès Bus : Lignes PC 1, PC 3, 82, 73, 43, 244 RER : ligne C, Station Neuilly - Porte Maillot - Palais des Congrès Metro : line 1, Porte Maillot-Palais des Congrès station Bus : lines PC 1, PC 3, 82, 73, 43, 244 RER : line C, Neuil ly - Porte Maillot - Palais des Congrès station C EN VOITURE / BY CAR Depuis les autoroutes A1, A4, A6, A10, A15 Prendre direction Paris, accès par le périphérique Ouest, sortie Porte des Ternes. Depuis A3, A13, A14 : Prendre direction Paris, accès par le périphérique Sud, sortie Porte Maillot. Parking souterrain de près de 1500 places donnant accès directement au Palais des Congrès. From A1, A4, A6, A10, A15 : Take Paris direction, access via western section of the ring road, exit Porte des Ternes. From A3, A13, A14 : Take Paris direction, access via southern section of the ring road, exit Porte Maillot. Underground parking of about 1500 places direct access to the Palais des Congrès. Depuis l Aéroport d Orly : From Orly Airport : 55 min : les cars Air France* (ligne rouge) + BUS min en voiture / 25 min by car *Ca rs Air France : départs/arri vées toutes les 15 minutes *Shutt le Bus Air France : departu re/arrival every 15 minutes Design and production: Cover design: