COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING

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1 FRIDAY, 11 MAY :30 a.m. Palais des Congrès Amphithéâtre Bleu Level 2 2, place de la Porte Maillot Paris - France NOTICE OF MEETING COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING

2 2 Table of Contents 1 Agenda 3 2 How to Participate in the Shareholders Meeting? 4 3 Proposed Resolutions 9 4 Summary of the Financial Situation of the Group and 2011 Key Figures 27 5 Financial Results (and other Indicators) for the Past Five Financial Years 31 6 The Board of Directors 32 7 Additional Information Concerning the Directors whose Re-election is Proposed at the Shareholders Meeting and the New Director 35 8 Request for Documents and Information and/or Admission Card 37

3 Agenda Ordinary Resolutions 1 Approval of the Company financial statements for the financial year ended 31 December Approval of the consolidated financial statements for the financial year ended 31 December Appropriation of income and setting of the dividend amount 4 Re-election of Mr. Benoit BAZIN as Director 5 Re-election of Mr. Antoine BERNARD DE SAINT-AFFRIQUE as Director 6 Re-election of Mr. Bernard HOURS as Director 7 Re-election of Mr. Olivier PECOUX as Director 8 Approval of the election of Ms. Louise FRECHETTE as Director 9 Authorisation to the Board of Directors to allow the Company to buy back its shares Extraordinary Resolutions 10 Authorisation to the Board of Directors to reduce the capital via the cancellation of shares 11 Authorisation to the Board of Directors to increase the share capital through a share issue reserved for participants in a Company savings plan 3 12 Authorisation to the Board of Directors to grant performance shares 13 Authorisation to the Board of Directors to grant performance stock options 14 Total limits on authorisations to grant performance shares and performance stock options 15 Delegation of authority granted to the Board of Directors to issue securities with immediate or deferred rights to shares, with preferential subscription rights 16 Delegation of authority granted to the Board of Directors to issue securities with immediate or deferred rights to shares, without preferential subscription rights but with a subscription priority 17 Delegation of authority granted to the Board of Directors to increase the amount of any issue that is oversubscribed 18 Authorisation to issue shares without preferential subscription rights that will be used to remunerate one or more asset contributions 19 Overall limit to the issuing of securities with immediate or deferred rights to shares without preferential subscription rights or those reserved for contributors of assets 20 Delegation of authority granted to the Board of Directors to increase the share capital through the capitalisation of reserves, profits, premiums or other eligible amounts for which capitalisation is permitted 21 Power to carry out legal formalities correlative to the decisions of the Ordinary and Extraordinary meeting Other Business

4 How to Participate in the Shareholders Meeting? A Formalities To Be Carried Out Before Participating at the Meeting Shareholders wishing to attend the Meeting or to be represented via proxy, or to vote by post or on the Internet, in accordance with article R of the Commercial Code, will have to provide evidence of ownership of their shares three stock market days prior to the Meeting at 12:00 a.m. CEST (i.e. 8 May 2012, at 12:00 a.m. CEST): For registered shareholders: through the listing of their shares in the Company s registrar. For bearer shareholders: through the accounting entry for the shares in their name or in the name of the intermediary listed for their account (in the case of a non-resident shareholder) in the securities account held by the banking or financial intermediary that manages it. This accounting entry for the shares must be reported in a certificat de participation issued by the authorised intermediary, thereby establishing proof of their status as a shareholder. The certificat de participation issued by the authorized intermediary must be attached to the postal voting form or the proxy, or an admission card request should be sent by the authorized intermediary to the following address: SOCIÉTÉ GÉNÉRALE Service des Assemblées 32 rue du Champ de Tir, BP NANTES Cedex 03 - FRANCE 4 Essilor International s registered shareholders may elect to receive their invitation and/or the proxy documents for the Shareholder Meeting by For those registered shareholders whose shares are held by the Company s registrar: they may request receipt of the information by at the Nominet web site (site for managing registered securities) by checking I wish to receive an invitation to the Shareholder s Meeting by . For those registered shareholders whose shares are held by their own financial intermediary: a letter with a reply coupon was sent to registered shareholders by Société Générale on 19 March 2012, which states that they may provide their authorisation by returning the reply coupon before 6 April On 23 April 2012 registered shareholders having opted for this possibility will receive their invitation and/or the proxy documents for the Meeting by at the address indicated on their reply coupon. B Ways of Participating at the Meeting 1 If you wish to attend the Meeting in person, you must request an admission card in the following manner: If you are a registered shareholder You will either receive by regular mail or will have access to, if so requested, an invitational brochure accompanied by a specific form. You may obtain your admission card either by filling out and signing the form and returning it to Société Générale, Service des Assemblées, 32 rue du Champ de Tir, BP 81236, NANTES Cedex 03, FRANCE or: If you are a registered shareholder whose shares are held by the Company s registrar, you may request to attend the Meeting in person via the Internet site where you will be prompted to use your usual user ID and password, If you are a registered shareholder whose shares are held by your financial intermediary, you may request an admission card via the dedicated secure Internet site connecting by means of the user ID and password that were sent to you by mail and by following the procedure given on the screen.

5 If you are a bearer shareholder: To request an admission card you must contact the authorized intermediary holding your securities account. If you have not received your admission card by 7 May 2012, you will have to ask your intermediary to issue a certificat de participation, which will enable you to prove your status as a shareholder three days prior to the Meeting date, so as to be admitted to the Meeting. 2 If you are not attending the Meeting in person, you can participate i) by appointing a proxy, ii) voting by post, or iii) voting via the Internet. i) How to Designate or Revoke a Proxy If you have chosen to be represented by a proxy of your choice, you may give notice of such an appointment or you may revoke it: By means of regular mail sent directly to the registered shareholder or sent by the authorized intermediary holding the securities account in the case of bearer shareholders and provided that the request has been received by Société Générale, Service des Assemblées, BP 81236, 32 rue du Champ de Tir Nantes Cedex 03, France by 9 May 2012 at the latest; Electronically, by connecting to the website (if you are a registered shareholder whose shares are held by the Company s registrar) or (if you are a registered shareholder whose shares are held by your financial intermediary or a bearer shareholder), according to the terms described in section iii below by 10 May 2012 at 3:00 p.m. CEST at the latest. ii) How to Vote by Mail If you are a registered shareholder: You will receive the postal voting form by post or electronically, if you have so requested. If you are a bearer shareholder: You must send a request for the postal voting form to your financial intermediary. Once you have completed and signed the said form, the intermediary will be responsible for transmitting it, accompanied by a certificat de participation to Société Générale. Any request for the postal voting form will have to be received at least 6 days before the Shareholders' Meeting, i.e. no later than 5 May In all cases, the duly completed and signed postal voting form, accompanied by the certification evidencing registration in an account for bearer shareholders, will have to be received at the address indicated above at least two calendar days before the date of the Shareholders' Meeting, or by 9 May NEW iii) Internet Voting for the Meeting In accordance with the provisions of article R of the Commercial Code, Essilor International also makes a dedicated voting site on the Internet available to its shareholders prior to the Meeting. If you are a registered shareholder whose shares are held by the Company s registrar: you may connect to the Nominet site using your Nominet connection identifier indicated on the voting form that will be sent to you. The password for connecting to the site should have been given to you by post at the time you opened your registered share account at Société Générale. This password may be sent to you again by clicking on I have lost my identification numbers on the home page of the site. You will then have to follow the instructions in your Personal information by clicking on the link for the heading Shareholders' Meeting, and then selecting the Meeting concerned. After having confirmed/changed your personal data, you will have to click on Vote to access the voting site. If you are a registered shareholder whose shares are held by your financial intermediary: Connect to the dedicated secure site essilor, using the user ID and password that have been sent to you by regular mail or . You will then have to follow the procedure indicated on the screen.

6 If you are a bearer shareholder: you must make a request to vote on the Internet through the authorized intermediary holding your securities account, specifying Vote via Internet. The latter will transmit it to Société Générale, attaching the certificat de participation. Upon receipt of this request and the certificat de participation, Société Générale will send a letter to the address appearing on the certificate, giving your user ID and password for connecting to the dedicated secure site You may then cast your vote. Prior to the Meeting, the dedicated secure voting site will be open as of 23 April 2012, at 9:00 a.m. until 10 May 2012 at 3:00 p.m. (CEST). In order to avoid any possible overload of the Internet site dedicated to voting, it is recommended that shareholders not wait until the last minute to connect to the site. 3 Once you have cast your vote by post or on the Internet, or requested your admission card or a certificat de participation to attend the Meeting, you may no longer select another way of participating in the Meeting, in accordance with the provisions of R of the Commercial Code. 4 If you have already cast your vote by post, given proxy or requested an admission card or a certificat de participation you can still sell all or some of your shares before the Meeting. 6 However, if the sale occurs before 12:00 a.m. CEST three business day prior to the Meeting, the Company will invalidate or modify, depending on the case, any vote cast by post, the proxy, the admission card or the certificat de participation. In such cases, the authorised intermediary holding the account will inform the Company or its registrar of the sale and transmit the necessary information. No sale or any other operation carried out after 12:00 a.m. CEST three business day prior to the Meeting, by whatever means used, will be recorded by the authorised intermediary or taken into consideration by the Company, notwithstanding any agreement to the contrary. C Requests for the Inclusion of Agenda Items or Proposed Resolutions, Written Questions and Consultation of the Documents Made Available to Shareholders 1 Requests by shareholders to include agenda items or proposed resolutions that fulfill the conditions specified in articles L , R and R of the Commercial Code must, in accordance with the legal provisions, be received at the headquarters of Essilor Legal Administration, 147 rue de Paris, Charenton Cedex, France by registered letter with return receipt requested or by at the following address: invest@essilor.com, at least twenty-five days before the Meeting takes place (16 April 2012) and by the works council, under the terms specified in article R of the Labour Code, within ten days of publication of this notice. Any request will have to be accompanied by certification of registration in an account that proves possession or representation by the shareholders concerned of the percentage of the share capital required by article R of the abovementioned Commercial Code A request for the inclusion of a proposed resolution shall be accompanied by the text of the resolution, and may also give a brief description of the reasons for the resolution request. A request for the inclusion of an agenda item must be well-founded. Moreover, examination by the Meeting of the agenda items or proposed resolutions submitted by shareholders will be dependent on the transmission by the shareholders concerned of a new certificate evidencing of an accounting entry of the shares under the same conditions, by 12:00 a.m. (CEST) on the stock market day preceding the Meeting (12:00 a.m. (CEST) on 8 May 2012). If the proposed resolution concerns the submission of a candidate for election to the Board of Directors, it must be accompanied by the information specified in section 5 of article R of the Commercial Code.

7 The works council of the Company may request that proposed resolutions be included on the agenda under the conditions of article R of the Labour Code. Requests for including proposed resolutions on the agenda must be sent by the works council, represented by one of its members, to the registered office of the Company by registered letter with return receipt requested within ten (10) days of publication of the meeting notice, i.e. by 14 April 2012 at the latest. The request must be accompanied by the text of the proposed resolution, and may include a brief description of the reasons for the request. The text of any proposed resolutions presented by shareholders or by the works council of the Company as well as the list of items added to the agenda upon the request of shareholders, which are legally admissible, will be published immediately on the Company s website. For each agenda item, the Company may also publish comments by the Board of Directors. 2 In accordance with article R of the Commercial Code, any shareholder may submit written questions following such insertion. These questions shall be sent to the Chairman of the Board of Directors, at the registered office of the Company either by registered letter with return receipt requested or by to the following address: invest@essilor.com, at the latest four business days prior to the date of the Shareholder Meeting (4 May 2012). They are to be accompanied by certification of registration in an account. 3 In accordance with the applicable legal and regulatory provisions, all documents that must be made available to shareholders in connection with the Shareholders' Meetings shall be available at the registered office of the Company within the legal time limits, and, for the documents specified in article R of the Commercial Code, on the website of the Company at the following address: at least twenty-one days prior to the Meeting (20 April 2012). 7

8 Postal Voting Form/Proxy Form To attend the Shareholders Meeting, check box 1 and date and sign the form in the box indicated 6 To vote by post or be represented at the Shareholders Meeting, choose from among the following possibilities: To vote by post: check box 2 To give proxy to the Chairman of the Shareholders' Meeting: check box 3 To give proxy to an individual or entity or association of your choice: check box 4 and indicate the name and address of the individual, legal entity or association And date and sign the form in the box indicated 6 Before returning your form duly completed and signed, verify that your personal details are correct and make any necessary changes 5

9 Proposed Resolutions Ordinary Resolutions RESOLUTIONS 1 TO 3: APPROVAL OF THE ANNUAL ACCOUNTS, APPROPRIATION OF INCOME AND APPROVAL OF THE DIVIDEND The first points of the agenda involve the approval of: The Company accounts for the financial year ended 31 December 2011, The consolidated accounts for the financial year ended 31 December A dividend of 0.85 euro per share for the 2011 financial year is proposed at the Shareholders Meeting. The dividend will be paid on 29 May st resolution Approval of the company financial statements for the financial year ended 31 december 2011 The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having considered the management report drawn up by the Board of Directors and the general report of the auditors on the Company s financial statements for the financial year ended 31 December 2011, which show income of 273,061, euros, approves the Company financial statements for said financial year, as well as the transactions reflected in said statements or summarised in such reports. 9 2 nd resolution Approval of the consolidated financial statements for the financial year ended 31 December 2011 The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having considered the report on Group management drawn up by the Board of Directors and the report of the auditors on the Group's consolidated financial statements for the financial year ended 31 December 2011, which show net income of 518,180 K euros, of which net income after minority interests is 505,619 K euros, approves the consolidated financial statements for said financial year, as well as the transactions reflected in said statements or summarised in such reports. 3 rd resolution Appropriation of income and approval of the dividend The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, decides to appropriate the income for the financial year, which amounts to 273,061, euros as follows:

10 Appropriation of 2011 Income In euros Income for the financial year 273,061, Retained earnings carried forward 9,115, Appropriation to statutory reserve 0 Distributable total 282,176, ,176, Dividend as per bylaws 2,253, Additional dividend 175,120, Total dividend 177,373, ,373, Appropriation to other reserves 94,000, Retained earnings 10,802, ,176, The General Meeting grants full powers to the Board of Directors to pay a dividend of 0.85 euro for each of the common shares with a par value of 0.18 euro which make up the share capital and have dividend rights. This amount shall be adjusted to take into account the number of shares with rights to said dividend that are issued between the date of this Meeting and the dividend payment date following the exercise of performance stock options. This dividend will be paid as from 29 May In the event that, on the dividend payment date, the Company holds any treasury shares, the corresponding amount of unpaid dividends shall be allocated to the retained earnings account, in accordance with Article L of the French Commercial Code. In accordance with the provisions of French law, net dividends paid out with respect to the three previous financial years were as follows: Financial Year (in euros, except for number of shares) Common shares 208,761, ,509, ,019,922 Net dividend RESOLUTIONS 4 TO 8: RE-ELECTION OF FOUR DIRECTORS AND ELECTION OF A NEW DIRECTOR The purpose of resolutions 4 to 7 is to re-elect Messrs. Benoit BAZIN, Antoine BERNARD DE SAINT-AFFRIQUE, Bernard HOURS and Olivier PECOUX for a new 3-year term of office. Under the terms of resolution 8, the election of Ms. Louise FRECHETTE as a new director for a term of 3 years is proposed to the General Meeting. The principles underlying the present composition of the Board of Directors are: The search for balance between, on the one hand, experienced directors who have a profound knowledge of the group, and on the other hand, new directors who will bring experience that may serve the group and its future development. Diversity in the profiles and expertise. Following these re-elections and this election, the Board of Directors will be composed of 15 members, including 3 women. Among them, 9 directors are independent in the sense of the AFEP/MEDEF corporate governance code.

11 Directors whose re-election is proposed to the Shareholders' Meeting Benoit BAZIN (age 43, French nationality) is President of the Building Distribution Sector of the Saint-Gobain group and Senior Vice President of Compagnie de Saint-Gobain. He started his career in the Saint-Gobain group in 1993 as project manager. He successively became Corporate Planning Director for Compagnie de Saint-Gobain ( ), President of the North American Abrasives business ( ) then Chief Financial Officer of the Group until First elected on 15 May Member of the Audit Committee, proposed by the Board of Directors as an independent director having specific expertise in the area of finance. Other directorships and positions at listed companies as of 31 December 2011: none. Mr. BAZIN brings the Board the benefit of his experience as chief financial officer and manager of a major international group. Antoine BERNARD DE SAINT-AFFRIQUE (age 47, of French nationality) is President - Food at Unilever. After holding the post of Marketing Manager for Amora-Maille (Danone Group then PAI), he joined the Unilever group in Until 2003, he was Director, Europe, Sauces and Condiments. He then became Chairman & CEO of Unilever Hungary, Croatia, and Slovenia (2003 to 2005), and finally Vice-Chairman of the Unilever group, in charge of activities in Central and Eastern Europe and Russia (March 2005 to August 2009). From August 2009 to September 2011, he was Executive Vice-Chairman in charge of the group's skincare products. First elected on 15 May Member of the Audit Committee. Other directorships and positions at listed companies as of 31 December 2011: none. Mr. BERNARD DE SAINT-AFFRIQUE brings the Board the benefit of his international experience and his expertise in marketing and sales. 11 Bernard HOURS (age 55, of French nationality) has been Chief Operating Officer of Danone since 2008 and Vice- Chairman of the Board of Directors since He joined Danone in 1985, initially working in the sales and marketing divisions of Evian and Kronenbourg. In 1990, he became Marketing Director; Danone France. He successively held the positions of Managing Director at Danone Hungary (1994), Danone Germany (1996) and LU France (1998). He became Managing Director of Business Development for the Fresh Dairy Products Division in 2001 and Vice-Chairman in First elected on 15 May Member of the Remunerations Committee. Other directorships and positions at listed companies as of 31 December 2011: director of Danone. Mr. HOURS brings the Board the benefit of his experience as the manager of a global company and his knowledge in the area of sales and marketing. Olivier PECOUX (age 53, of French nationality) Managing Partner of Rothschild & Cie, Chief Executive of the Rothschild investment bank, which he joined in 1991, and Chief Executive and Member of the Management Board of Paris-Orléans. He started his career at Peat Marwick then became financial adviser for Schlumberger in Paris and New York. In 1986, he joined Lazard Frères in Paris, and in 1988 he became Vice-Chairman of the investment bank in New York. First elected on 31 January Other directorships and positions at listed companies as of 31 December 2011: Chief Executive and member of the Management Board of Paris-Orléans (parent company of the Rothschild group). Mr. PECOUX brings the Board the benefit of his financial and banking experience as well as his great knowledge of Essilor, which he has accompanied since 2001.

12 New director Louise FRECHETTE (age 66, of Canadian nationality) is a Distinguished Fellow of the Centre for International Governance Innovation. She is also Chair of the Board of Directors of Care Canada and a member of the Global Leadership Foundation. From 1998 to 2006, she was the first Deputy Secretary General to the United Nations. Before she joined the UN, she worked for the Canadian Civil Service, notably as Ambassador to Argentina, Permanent Representative and Ambassador to the United Nations, Deputy Minister of Finance and Deputy Minister of National Defence. Other directorships and positions at listed companies as of 31 December 2011: none. Ms. FRECHETTE can particularly bring the Board the benefit of her experience at the UN and non-government organizations, her knowledge of emerging countries and her expertise in sustainable development and governance. Furthermore, she will increase the international representation of the Board th resolution Re-election of mr. benoît bazin as Director The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, noting that the term of office as Director of Mr. Benoît BAZIN expires on the date hereof, re-elects Mr. Benoît BAZIN for a new three-year term of office, which shall expire at the close of the Ordinary General Meeting called to vote on the financial statements for the 2014 financial year. 5 th resolution Re-election of Mr. Antoine bernard de saint-affrique as Director The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, noting that the term of office as Director of Mr. Antoine BERNARD DE SAINT- AFFRIQUE expires on the date hereof, re-elects Mr. Antoine BERNARD DE SAINT-AFFRIQUE for a new three-year term of office, which shall expire at the close of the Ordinary General Meeting called to vote on the financial statements for the 2014 financial year. 6 th resolution Re-election of Mr. Bernard Hours as Director The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, noting that the term of office as Director of Mr. Bernard HOURS expires on the date hereof, re-elects Mr. Bernard Hours for a new threeyear term of office, which shall expire at the close of the Ordinary General Meeting called to vote on the financial statements for the 2014 financial year.

13 7 th resolution Re-election of Mr. Olivier pecoux as Director The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, noting that the term of office as Director of Mr. Olivier PECOUX expires on the date hereof, re-elects Mr. Olivier PEcoux for a new threeyear term of office, which shall expire at the close of the Ordinary General Meeting called to vote on the financial statements for the 2014 financial year. 8 th resolution Election of Ms. Louise Frechette as Director The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, elects as Director Ms. Louise FRECHETTE, for a term of office of three years which shall expire at the close of the Ordinary General Meeting called to vote on the financial statements for the 2014 financial year. RESOLUTIONS 9 and 10: SHARE BUYBACK PROGRAMME AND SHARE CANCELLATIONS 13 It is proposed that the authorisation be renewed for buying back Company shares, in particular for the purpose of deciding to cancel some of the shares that the Company might thereby hold so as to reduce any dilution following an increase in share capital reserved for participants in the Company savings plan, or the granting of stock options and performance shares to Company employees. It is to be noted that this authorisation may not be implemented while a takeover bid for the Company is in progress. During the course of the 2011 financial year, the Company bought back shares as follows: To cover employee share-based payment programmes, the Company purchased 3,226,655 shares, or 1.5% of the Company s share capital, for a total of 63.0 million euros and did not sell any shares on the market. On 12 March 2012, the Company cancelled 2,400,000 shares. Under the liquidity contract, the Company purchased 1,390,606 shares, or 0.6% of the Company s share capital, for a total of 73.3 million euros, and sold 1,451,606 shares for a total of 76.8 million euros. No securities were held in connection with the liquidity contract as of 31 December th résolution Authorisation to the Board of Directors to allow the Company to buy back its shares The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having considered the report drawn up by the Board of Directors, authorises the Board of Directors, in accordance with the provisions of Articles L et seq. of the French Commercial Code, to purchase common shares representing up to 10% of the number of shares that make up the share capital on the date of purchase.

14 14 The General Meeting decides that said acquisitions may be made for the following purposes: The coverage of share allocations to employees, in particular the granting of performance shares as provided for in Articles L et seq. of the French Commercial Code, for the benefit of Group employees and officers; The purchase of shares for cancellation, in particular to offset the dilution created by the awarding of performance shares, the exercise of stock options by Group employees and officers and by capital increases reserved for employees; The coverage of securities that can be converted into or exchanged for Company shares, via the purchase of shares for delivery (in the event of delivery of securities that existed when the conversion right was exercised), or via the purchase of shares for cancellation (if new securities are created when the conversion right is exercised); To stabilise the share price within the scope of a liquidity agreement that complies with the AMAFI (French association of investment firms) ethics charter that is recognised by the French securities regulator (Autorité des Marchés Financiers); For subsequent remittance in exchange or payment within the scope of external growth transactions, limited to 5% of the share capital. The General Meeting decides to fix the maximum purchase price per common share at 80 euros and the minimum resale price per common share at 29 euros, subject to adjustments for the effects of any operations involving share capital. The General Meeting decides that the purchase, sale or transfer of shares may be paid for and carried out using all methods available on a regulated or over-the-counter market (including ordinary purchase, using financial instruments or derivatives or via the implementation of option strategies). These operations may be carried out in the form of block trades, which may account for the entirety of the share buy-back programme. This authorisation is granted for a maximum period of eighteen (18) months as from the date hereof, it being specified as required, that it may not be used, either in whole or in part, while a takeover bid for the Company s shares is in progress. Therefore, full powers are granted to the Board of Directors, which may delegate them to the Chief Executive Officer, or, with the Chief Executive Officer s consent, to the Chief Operating Officers if appropriate, to implement this resolution and/or to draw up all programmes, place all trading orders, enter into all agreements, make all declarations and carry out all formalities with the Autorité des Marchés Financiers and all organisations of their choice and, in general, to take all requisite action. Extraordinary Resolutions 10 th resolution Authorisation to the Board of Directors to reduce the capital via the cancellation of shares The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' special report, authorises the Board of Directors, in accordance with Article L paragraph 5 of the French Commercial Code, to: Cancel, on the sole basis of the Board of Directors' decisions, in one or more phases, all or some of the shares that the Company holds or may hold following the implementation of the buyback programmes decided by the Company, within the limit of 10% of the total number of shares that make up the capital in any twenty-four month period, and to carry out corresponding reductions in share capital by off-setting the difference between the purchase value of the cancelled shares and their par value against the available reserves and premiums, including, in an amount of 10% of the capital cancelled, the statutory reserve; Record that one or more reductions in capital have been carried out and, as a result, amend the bylaws and carry out all requisite formalities; Delegate full powers required for the implementation of its decisions, in accordance with the provisions of the law in force when the authorisation is used. This authorisation is granted for a period of twenty-four (24) months as from the date hereof.

15 RESOLUTIONS 11 TO 14: POLICY OF ASSOCIATING EMPLOYEES WITH GROUP S DEVELOPMENT 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 Group. This policy is a fundamental element of Essilor s corporate culture and a key factor in its performance since the Company was founded: It helps to align employee and shareholder interests by forging a link between the creation of shareholder value and the remuneration of employee shareholders. It promotes an entrepreneurial spirit, which is decisive in the optics industry where commercial success requires a precise understanding of the specific characteristics of each national market and therefore relies on the spirit of initiative of the managers in charge of these markets. It creates a sense of community among employees and encourages them to buy into the Group s strategy. It also promotes employee motivation and loyalty to the Company. These attributes are determining factors in acquiring and maintaining a high level of scientific, industrial and commercial know-how. Expertise, excellence and strong commercial ties can be built only on the basis of long-term commitment. It is an essential element of Essilor s compensation policy, one that makes it possible to attract, develop and retain the necessary talent for the Company s future growth. In conclusion, the long-term compensation plans are a key factor in the long-term commitment of Essilor employees and the creation of value for shareholders. The policy of encouraging employees to participate in Essilor s share capital is implemented via: 1 Increases in share capital reserved for members of the Company savings plan (Resolution 11); 2 Long-term compensation plans based on performance shares or, where this is not possible, performance stock options (Resolutions 12, 13 and 14). 15 Note that in order to preserve the interests of external shareholders, the Group s Executive Management has undertaken to compensate for any dilution created by increases in share capital reserved for members of the Company savings plan and by long-term compensation plans for employees and management. As of 31 December 2011, active employees held 3.3% of Essilor International s share capital (out of a total of 8.2% for all internal shareholders, a group that also includes retirees and former employees). RESOLUTION 11: INCREASE IN SHARE CAPITAL FOR THE BENEFIT OF PARTICIPANTS IN A COMPANY SAVINGS PLAN This resolution allows employees participating in a Company savings plan to subscribe through monthly deductions from their pay to an increase in share capital implemented at the end of the year. The shares must be retained for a minimum period of 5 years or 7 years, depending on the plan (except in the event of early release where provided for by law). The take-up rate among French employees is close to 98%, and the average subscription represents 10% of the participants gross annual salary. These figures are evidence of employee confidence in the future of Essilor. Since 2006, increases in share capital reserved for participants in the Company savings plan have on average represented 0.29% of the share capital.

16 11 th resolution Authorisation to the Board of Directors in order to increase the share capital through a share issue reserved for participants in a company savings plan 16 The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' report, and voting pursuant to Articles L and L of the French Commercial Code and Article L et seq. of the French Labour Code: Authorises the Board of Directors to decide on an increase in capital, in one or more phases, on the sole basis of the Board of Directors' decisions, via the issue of new shares to be paid up in cash and, where applicable, the granting of free shares or other securities that give access to the capital under the conditions fixed by law, reserved for participants in a Company savings plan. This decision automatically entails the express waiver by shareholders of their preferential subscription right in favour of the beneficiaries; Decides that the beneficiaries of the increases in capital hereby authorised shall be the participants in an Essilor International Company savings plan, or savings plans of companies affiliated to Essilor International within the meaning of Article L of the French Commercial Code and who meet any conditions laid down by the Board of Directors; Decides that the maximum number of Company shares that may be issued to the beneficiaries referred to in the paragraph above, in one or more phases, pursuant to Articles L and L of the French Commercial Code and Article L of the French Labour Code, may not exceed 1.5% of Company capital for as long as this resolution remains valid, with this limit being assessed at the time of each issue; Decides that the share subscription price to be paid by the beneficiaries referred to above, pursuant to this resolution, may not be more than 20% below the average opening price quoted for the shares on NYSE Euronext over the twenty trading sessions preceding the date of the decision of the Board of Directors concerning the increase in capital and corresponding issue, nor higher than said average. Decides that the Board of Directors shall have full powers, with the option of sub-delegation to its Chief Executive Officer, in order to implement this authorisation and, in particular, to: - Fix the conditions that recipients of new shares resulting from the increases in capital referred to under this resolution must meet; - Draw up the conditions of issue; - Decide on the amount to be issued, the issue price, the date, terms and conditions of each issue and, in particular, decide whether the shares shall be subscribed to directly or through a corporate mutual fund or through another entity, in accordance with the legislation in force; - Decide on and set the terms and conditions governing the award of free shares or other securities that give access to the capital, pursuant to the authorisation conferred by the General Meeting; - Fix the timeframe granted to subscribers in order to pay up their securities; - Determine the cum rights date of the new shares which may be retroactive; - Record or have the completion of the increase in capital recorded in the amount that corresponds to the shares effectively subscribed to, or decide to increase the amount of said increase in capital so that all the subscriptions received can effectively be filled; - At the Board of Directors' sole initiative, offset the expenses resulting from the increases in share capital against the amount of the premiums relative thereto and deduct from said premiums the amount required to bring the statutory reserve up to one-tenth of the new share capital following each increase; - In general, take all steps in order to complete the increases in capital, carry out all formalities resulting therefrom and make all corresponding amendments to the bylaws following said increases in capital; Decides that this authorisation replaces the authorisation previously granted by the Meeting of 5 May 2011 in Resolution 13. The delegation thus granted to the Board of Directors is valid for a period of twenty-one (21) months as from the date of this General Meeting.

17 RESOLUTIONS 12 TO 14: PERFORMANCE STOCK OPTIONS AND PERFORMANCE SHARES Essilor s long-term compensation plans are designed to align the interests of employee shareholders with those of the Group s external shareholders. The general principle (explained in detail below) is the following: if there is no value creation for shareholders over a given period, no performance shares (or performance stock options) will vest. Since 2006, Essilor has decided to award performance shares, or, where this is not possible, capped performance options. Performance shares are less dilutive for other shareholders than capped performance options (with 0.6% of the share capital distributed in 2011 compared with 1% in 2009). In addition, the obligation to retain performance shares strengthens the convergence in interests of employee shareholders and external shareholders over the long-term. In 2011, 8,127 employees were granted 1,267,634 performance shares and 232 employees were granted 85,620 capped performance options, representing a total award equivalent to a maximum of 0.63% of the Company s share capital. Of this amount, performance shares awarded to the corporate officer represented 3.7% of the total and those awarded to members of the Executive Committee (other than the corporate officer) represented 22%. A Performance shares The performance share plans put in place by the Group since 2006 are based on considerable and demanding vesting conditions linked to Essilor s share performance. 1 a / Performance condition, condition of presence and lock-up period applying to all grantees Performance condition 17 The performance shares are subject to a vesting condition based on the annualised increase in the Essilor share price over a period extending from 2 years to 6 years. Performance in relation to the targeted increase determines the number of shares that vest, if any. The annualised targets for share price increases have been selected based on Essilor s historical share performance. These targets are ambitious and reflect potential value creation for external shareholders. However, they are sufficiently realistic to make it possible for grantees to receive shares. A capital gain, even minimal, for the external shareholder means that a number of Essilor shares, even minimal, will vest for the employee grantee. On the other hand, if Essilor shares underperform in terms of absolute value over several years, none of the shares will vest. Process At the time share are awarded (year Y), we determine the initial reference price (equal to the average of the opening prices quoted over the 20 trading days preceding the award date). 2 years after share are awarded (year Y+2), we calculate an average price equal to the average opening prices for the 3 months preceding the 2 nd anniversary of the grant date. If the increase between this average price and the initial reference price is: - greater than 14.5% (corresponding to an annualised increase 1 of 7%), all shares awarded initially will vest; there is no additional award for an exceptional performance that surpasses 14.5%; - at least equal to 4.0% but less than 14.5% (corresponding respectively to an annualised increase 1 of at least 2% but less than 7%), only some of the shares awarded initially will vest; - less than 4.0% (corresponding to an annualised increase 1 of less than 2%), no shares will vest.

18 In this case, the share performance will be measured again 3 months later and may potentially be repeated from Y+2 to Y+6 as follows: - With each year, the vesting threshold to receive a minimum of Essilor shares increases: 4% in Y+2, 6.1% in Y+3, 8.2% in Y+4, 10.4% in Y+5, 12.6% in Y+6. - Performance measurement ends as soon as the vesting threshold is reached for the first time. The number of shares finally awarded is then frozen once and for all. There is no additional award if the annualised rate of growth continues to increase. - If, at the end of Y+6, the vesting threshold of 12.6% growth in the average share price has not been attained, the plan lapses, and the employees do not receive any Essilor shares. 1. Formula used for the calculation: (Average Price / Initial Price)^(1/P) -1 where P is the number of years between the award date and the date used to measure performance. P =2 then, if the performance condition is not met, 2.25 up to a maximum of 6 b / Condition of presence Once the performance condition has been met, any final award is subject to a condition that the recipient is still present in the Group. This condition of presence is waived in the event of death, disability, redundancy or retirement of the recipient. c / Lock-up period 18 Once the performance condition has been met, the vested shares must be retained: - French residents: until at least Y+6 and Y+8 at the most. - For non-residents: half of the vested shares must be retained for a minimum of 2 years, while the other half may be sold immediately for the purpose of paying taxes. 2 Members of the Executive Committee: Additional performance condition A 2 nd performance condition has been specified for members of the Executive Committee of the Essilor Group. It concerns the average percentage achievement of their annual bonus targets based on Group performance during the vesting period: - These Group performance targets concern growth in earnings per share, organic growth and growth through acquisitions. - If the percentage of achievement of the targets is lower than 100% for the period measured, the performance share award is reduced. - Even if the percentage of achievement of the targets is greater than 100% for the period measured, the average is capped at 1. Consequently, the additional performance criteria can only reduce the number of shares received by the members of the Executive Committee compared with the other employees. 3 Corporate officers: Tighter limits on awards, stricter performance conditions and longer lock-up period Awards to corporate officers are subject to the following limits: - Valued according to IFRS, no performance share award may represent an amount greater than the officer s annual compensation (salary + bonus). - The performance shares awarded to any corporate officer in a given year may not represent more than 7% of the total performance shares and performance stock options awarded in that year. A 2 nd performance condition has been specified for corporate officers. It is based on the average percentage achievement of their annual bonus targets during the vesting period:

19 - The bonus targets include three financial targets (growth in earnings per share, organic growth and growth through acquisitions) and a personal objective. - Even if the percentage of achievement of the targets is greater than 100% for the period measured, the average is capped at 1. Consequently, the additional performance criteria can only reduce the number of shares received by corporate officers compared with the other employees. Corporate officers are obliged to keep a third of the vested shares for the duration of their appointment. However, this restriction is lifted when the number of shares retained by a corporate officer from the different performance stock option and performance share awards reaches an amount equivalent to two times the officer s compensation (salary and bonus) for the last financial year. 4 Results of Performance Share Plans Plan Vesting Period Annualised Rate of Growth in the Essilor Share Price Annualised Rate of Growth in the CAC 40 % of Final Award Number of Shares Awarded as % of Share Capital years 3.2 % -9.3 % 45 % 0.12 % years 2.1 % % 45 % 0.14 % years 21.0 % 6.5 % 100 % 0.26 % years 16.5 % -9.7 % 100 % 0.27 % Since 2006, the Group has implemented 6 performance share plans, of which 4 are now closed. Only 45% of the 2006 and 2007 performance shares vested because Essilor s share performance in the context of the world financial crisis, although much better than that of the CAC 40, was not sufficient for all of the initially allocated shares to vest. All of the 2008 and 2009 performance shares vested. Performance in relation to the targets for the 2010 and 2011 plans will be respectively measured for the first time in November 2012 and November B Capped Performance Stock Options 19 In countries where legislation does not allow for the awarding of performance shares or where performance shares are taxed at punitive rates, Essilor grants capped performance stock options with the following characteristics: The exercise price is calculated without any discount. The options are subject to a performance condition based on growth in the Essilor share price. The gain is capped at 100% of the amount equal to the number of options granted multiplied by the unit exercise price of the options. The grantee must be an employee and/or corporate officer at the time the options are exercised. Any capped performance stock options granted to members of the Group s Executive Committee and corporate officers, when it is not possible to award performance shares, are subject to specific restrictions and additional conditions. In summary, the number of capped performance stock options awarded in 2011 represented 0.04% of the share capital as of 31 December Members of the Group s Executive Committee and corporate officers did not receive any capped performance stock options in 2010 or For the Group s Executive Committee members, an additional performance condition has been added; it is based on the same principle as that described in the paragraph concerning performance shares For corporate officers, the awards are subject to tighter limits, stricter performance conditions apply and the lock-up period is longer, in line with the same principles as those described in the paragraph concerning performance shares.

20 12 th resolution Authorisation to the Board of Directors to grant performance shares 20 The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' special report, and within the scope of Articles L et seq. of the French Commercial Code: Delegates power to the Board of Directors to grant, in one or more phases, either existing shares in the Company that result from purchases made by the Company, or Company shares to be issued, to: - Members of the salaried personnel and corporate officers of the Company; - Members of the salaried personnel and corporate officers of companies of which 10% at least of the capital or voting rights are directly or indirectly held by the Company; it being specified that it is the responsibility of the Board of Directors to determine the identity of the recipients of performance shares, as well as the conditions and, where applicable, the criteria that govern the allocation of shares, including in the event of conversion or waiver; Decides that the total number of existing or future shares awarded may not represent more than 2.5% of the share capital for as long as this resolution is valid; said limit shall be assessed on the day shares are awarded. Decides that, within the limit set out above, the number of shares awarded to each corporate officer shall not exceed 7% of the total performance stock options and performance shares awarded each year; Decides that the final awards shall be subject to the performance conditions set by the Board of Directors, as described above. Decides that the shares shall vest at the end of a vesting period of no more than four years to be followed by a lock-up period determined based on the applicable law, and that the Board of Directors shall have the option of increasing the vesting and/or lock-up periods, and of deciding that the shares will vest only if certain performance conditions are met; Decides that performance shares awarded to a grantee who suffers from a category two or three disability, as defined in Article L of the French Social Security Code, shall vest before the end of the normal vesting period; Notes that, as this resolution concerns shares to be issued, this decision shall result, at the end of the vesting period, in an increase in capital paid up by capitalising reserves, profits or issue premiums and in the waiver by shareholders in favour of the grantees of their rights to a share of the reserves, benefits and profits thus capitalised; The Meeting grants full powers to the Board of Directors, with the option of sub-delegation within statutory limits, to implement this authorisation and, where required, in order to preserve the grantees rights, to adjust the number of performance shares to take into account the effects any transactions involving the Company's capital, in the event of shares to be issued, to fix the amount and type of reserves, profits and premiums to be capitalised, to record the increase(s) in capital carried out pursuant to this authorisation, to make any resulting amendments to the bylaws, to modify or maintain the stock options in the event of share awards and, in general, to take all requisite action. If approved, this delegation shall supersede the prior authorisation given by the Meeting of 11 May The delegation thus granted to the Board of Directors shall be valid for thirty-eight (38) months as from the date of this General Meeting.

21 13 th resolution Authorisation to the Board of Directors to grant performance stock options The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' special report: Authorises the Board of Directors, within the scope of Articles L to L of the French Commercial Code, and in compliance with the provisions of Article L of said Code to grant, in one or more phases, options that give the right to subscribe to new, common shares, to be issued as an increase in capital for the benefit of those it will designate from among: - The members of the salaried personnel and corporate officers of the Company; -The members of the salaried personnel and corporate officers of companies affiliated to the Company under the conditions set forth in Article L of the French Commercial Code, The total number of options granted pursuant to this authorisation may not grant entitlement to subscribe to a number of shares in excess of 1% of the current share capital for as long as this resolution remains in effect; said limit shall be assessed on the day options are granted. Decides that, within the limit set out above, the number of options granted to each corporate officer shall not exceed 7% of the total performance stock options and performance shares awarded each year. Decides that the granting of performance stock options shall be subject to the performance conditions set by the Board of Directors as described above. Options shall be valid for seven years as from the date they are granted. The subscription price of common shares shall be fixed, without any discount, by the Board of Directors, according to the terms, conditions and limits authorised by the legislation in force on the date these options are granted. The General Meeting grants full powers to the Board of Directors, together with the possibility of sub-delegation, within the limits stipulated above, to: Determine the option terms and conditions, in particular the conditions under which these options will be granted and the grantees thereof determined, and to fix when option plan(s) will be implemented; Decide on the conditions under which the price and number of shares to be subscribed will be adjusted, in the event the Company carries out financial transactions; And, in general, carry out or cause to have carried out all actions and formalities for the purpose of having the increase(s) in capital resulting from the exercise of options recorded, and to amend the bylaws as a result. If approved, this delegation will supersede the prior authorisation given by the Meeting of 11 May The Board of Directors shall report to the shareholders on the use that has been made of this authorisation, under the conditions provided for in Article L , paragraph 1 of the French Commercial Code. The delegation thus granted to the Board of Directors shall be valid for thirty-eight (38) months as from the date of this General Meeting th resolution Total limits on authorisations to grant performance shares and performance stock options The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' special report and as a result of the adoption of the 12 th and 13 th resolutions, decides that: The total number of shares that may be subscribed via the exercise of stock options and/or that may be granted in accordance with Articles L et seq. of the French Commercial Code, shall be limited to 3% of the share capital throughout the period of validity of these resolutions; said limit shall be assessed on the day options and shares are granted, Within the limit set out above, the number of stock options and performance shares awarded to each corporate officer shall not exceed 7% of the total awards made each year.

22 RESOLUTIONS 15 TO 20: FINANCIAL AUTHORISATIONS In past years, the Shareholders' Meeting regularly gave the Board of Directors the authorisations necessary to make it possible at any time to select from among a large range of transferable securities with rights to shares, the most appropriate financial products taking market conditions into account. Resolutions 15 to 20 propose to renew certain financial authorisations that are about to expire for a new period of 26 months. Resolution 15: Issuance of ordinary shares and transferable securities with immediate or deferred rights to shares, with preferential subscription rights. Ceilings: For increases in capital: a third of the share capital. For issuance of debt securities: 1.5 billion euros. Resolution 16: Issuance of ordinary shares and transferable securities with immediate or deferred rights to shares, without preferential subscription rights but with a subscription priority. Priority subscription period: 3 days. Ceilings: For increases in capital: 10% of the capital, with the amount effectively used deducted from the ceiling of one third of the share capital fixed in Resolution 15. For issuance of debt securities: 1 billion euros. Resolution 17: Possibility of increasing the number of shares or transferable securities to be issued in the event an increase in share capital with or without preferential subscription rights is oversubscribed. Limit: 15% of the original issue, at the same price as the original issue. 22 Resolution 18: Issuance of shares in payment for asset contributions: Ceiling: 10% of the share capital Resolution 19: Overall limitation of immediate or future increases in capital, without preferential subscription rights, or reserved for the payment of asset contributions. Ceiling: 15% of the capital, to be deducted from the ceiling of one third of the share capital fixed in Resolution 15. Resolution 20: Increase in the share capital by capitalising reserves, profits, premiums or other amounts in the Company balance sheet. Ceiling: 500 million euros. By way of example, this non-dilutive technique was used in 2007 by the Board of Directors to adjust the par value of the shares before carrying out a two-for-one stock-split. It is specified in all of the resolutions that the subscription price of equity instruments will be at least equal to the weighted average of the prices quoted over the last three stock market sessions prior to the fixing of the subscription price for the increase in share capital, which may possibly be reduced by a maximum discount of 5%.

23 15 th resolution Delegation of authority granted to the Board of Directors to issue securities with immediate or deferred rights to shares, with preferential subscription rights The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' special report, within the scope of Articles L , L and L of the French Commercial Code: Authorises the Board of Directors to decide on one or more increases in capital via public offerings, in one or more phases, either in euros or in foreign currencies or in any other accounting unit established with reference to a basket of currencies, on the French and/or international markets, via the issue of ordinary shares of the Company, with maintenance of the preferential subscription rights of shareholders, and/or any transferable securities with immediate or deferred rights, by all means, to a percentage of Company capital, by subscription, conversion, exchange, reimbursement, presentation of a warrant or any other means; Decides that the total amount of the increases in capital liable to be carried out immediately or in the future pursuant to this authorisation may not exceed one-third of the Company's nominal capital, with this limit being assessed on the date of this General Shareholders Meeting, plus, where applicable, the additional shares to be issued in order to preserve the rights of holders of securities with rights to shares, in accordance with the law and any possible contractual stipulations specifying other kinds of adjustments; Also decides that the nominal amount of transferable securities such as debt securities liable to be issued pursuant to this authorisation shall be a maximum of one billion five hundred million euros (1.5 billion euros) or the equivalent of such amount in the event of issue in another authorised currency. Shareholders may exercise their preferential subscription rights held by way of right under the conditions provided for by law. The Board of Directors may, in addition, grant shareholders the right to subscribe to a number of excess securities that is higher than the number of securities to which they may subscribe by way of right, in proportion to the subscription rights they hold and within the limit of their applications. If subscriptions by way of right and possibly for excess securities have not absorbed all of an issue of transferable securities, the Board of Directors may, if it so chooses, limit the issue to the amount of subscriptions received, provided that such amount reaches at least 3/4 of the issue decided on, and may also allocate all or some of the securities that have not been subscribed, as the Board of Directors sees fit, and/or offer them to the public. This decision automatically entails, in favour of the holders of securities issued pursuant to this authorisation, a waiver by the shareholders of their preferential subscription right to the shares to which such securities give entitlement. The General Meeting grants full powers to the Board of Directors, with the option of sub-delegation to the Chief Executive Officer under the conditions laid down by the law, to determine the form and characteristics of the securities to be created as well as the dates and terms of issue, to set the amounts to issue, to determine the date of entitlement to dividends, even with retroactive effect, of the securities to be issued, to decide, where applicable, in accordance with the provisions of Article L of the French Commercial Code, that the rights that form fractions of shares shall not be eligible for trading and that the corresponding shares shall be sold, with the funds generated by the sale being allocated to the rights holders at the latest 30 days after the date of entry in their account of the number of whole shares allocated; to determine the terms that will make it possible, where applicable, to preserve the rights of holders of securities with rights to shares, at its sole discretion and, if the Board deems it appropriate, to allocate the expenses, duties and fees incurred by the issues to the amount of the corresponding premiums and to deduct from this amount the funds required in order to raise the statutory reserve to one-tenth of the new capital after each issue, to list the securities to be issued and, in general, to take all measures, enter into all agreements and carry out all formalities in order to successfully complete the contemplated issues, record the capital increases that result therefrom and amend the bylaws accordingly. This authorisation replaces the previous authorisation granted by the General Meeting on 11 May The Board of Directors shall report to shareholders on the use that has been made of this authorisation under the conditions provided for in Article L , paragraph 4, of the Commercial Code. The delegation thus granted to the Board of Directors is valid for twenty-six (26) months as from the date of this General Meeting. 23

24 16 th resolution Delegation of authority granted to the Board of Directors in order to issue securities with immediate or deferred rights to shares, without preferential subscription rights, but with a subscription priority 24 The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report drawn up by the Board of Directors and the auditors' special report, and, in accordance with the provisions of Articles L , L , L and L of the French Commercial Code: Authorises the Board of Directors to decide on and/or carry out one or more increases in capital via public offerings, in one or more phases, either in euros or in foreign currencies or in any other accounting unit established with reference to a basket of currencies, on the French and/or international markets, via the issue of ordinary shares or other transferable securities with cancellation of the preferential subscription right of shareholders, with immediate or deferred rights to a percentage of the Company's capital through subscription, conversion, exchange, reimbursement, presentation of a warrant or any other means; Decides that the total amount of the immediate or deferred capital increases that may be implemented pursuant to this authorisation may not exceed the total nominal amount of 10% of the share capital. This limit shall be assessed on the date of this General Shareholders Meeting, with it being specified that it is deductible from the ceiling of one third of the Company s capital specified in Resolution 15, and that it is fixed without taking into account the additional shares to be issued to preserve, in accordance with the law and any possible contractual stipulations specifying other kinds of adjustments, the rights of holders of securities with rights to shares; Also decides that the nominal value of transferable securities such as debt securities liable to be issued pursuant to this authorisation shall be a maximum of one billion euros or the equivalent of such amount in the event of an issue in another authorised currency; Decides that this authorisation may be used to issue ordinary shares or other transferable securities with immediate or deferred rights to shares, aimed at remunerating securities tendered in a public purchase or exchange offer initiated by the Company for securities meeting the requirements set out in Article L of the French Commercial Code; Decides to cancel the shareholders' preferential subscription right to ordinary shares and transferable securities with immediate or deferred rights to shares to be issued under this resolution. The Board of Directors shall grant the shareholders a priority subscription option on the entire issue, during a period of 3 days. This priority subscription shall not give rise to the creation of rights that are eligible for trading but may, if the Board sees fit, be exercised both by way of right or for excess shares, it being specified that the securities not subscribed shall be placed publicly in France and/or abroad; Notes that if subscriptions from shareholders and the public have not absorbed the entire securities issue defined above, the Board of Directors may, at its discretion, limit the issue to the amount of subscriptions received, provided that said amount is at least 3/4 of the issue decided on, allocate the securities not subscribed at its diligence and/or offer them to the public; Decides that (i) the issue price of the ordinary shares must be at least equal to the minimum price provided for by the provisions of the law and regulations in force at the time of use of this authorisation, as adjusted if necessary to take into account differences in cum rights dates (currently the weighted average of the last three NYSE Euronext trading sessions prior to setting the subscription price for the capital increase, possibly reduced by a maximum discount of 5%, in accordance with Article L of the French Commercial Code and Article R of the French Commercial Code) and (ii) that the issue price of the transferable securities will be the amount received immediately by the Company, plus any amount likely to be received by the Company later, that is, for each ordinary share issued as a result of the issuance of the transferable securities, at least equal to the amount specified in paragraph (i) above as adjusted if necessary to take into account differences in cum rights dates. This decision automatically means that shareholders waive their preferential subscription right to the shares to which such securities normally give entitlement, in favour of the holders of transferable securities issued pursuant to this authorisation. The General Meeting grants full powers to the Board of Directors, with the option of sub-delegation to the Chief Executive Officer under the conditions laid down by law, to determine the form and characteristics of all the securities to be created pursuant to this resolution, as well as the dates, terms and conditions of issue, to fix the amounts to be issued and the date on which dividend entitlement starts, even with retroactive effect, of the securities to be issued, to determine the terms and conditions that make it possible, where applicable, to preserve the rights of the holders of securities with rights to shares, on the sole basis of the Board of Directors' decision and, if the Board of Directors sees fit, to offset the expenses, duties and fees generated by the issues against the amount of the corresponding premiums and to deduct therefrom the requisite amounts in order to ensure that the level of the statutory reserve is equal to one-tenth of the new capital after each issue, to list the securities to be issued and, in general, to implement all measures, to enter into all agreements and carry out all formalities in order to ensure the completion of all contemplated issues and to record the increases in capital that result therefrom and to make corresponding amendments to the bylaws.

25 The Board of Directors shall have full powers, with the option of sub-delegating to all persons empowered by law, in particular to decide whether or not the debt securities will be subordinated (and, where applicable their rank of subordination, in accordance with the provisions of Article L of the French Commercial Code), set their interest rate, their term, the fixed or variable nature of the redemption price, with or without premium, the redemption rules according to market conditions and the conditions under which said securities shall give entitlement to Company shares and, in general, all of their terms and conditions. The Board of Directors shall report to shareholders on the use that has been made of this authorisation under the conditions provided for in Article L , paragraph 4 of the French Commercial Code. The delegation thus granted to the Board of Directors is valid for a period of twenty-six (26) months as from the date of this General Meeting. This delegation supersedes the previous authorisation granted by the Meeting of 11 May th resolution Delegation of authority granted to the Board of Directors to increase the amount of any issue that is oversubscribed The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report of the Board of Directors and the special report of the auditors, decides, pursuant to Article of the French Commercial Code and Articles R and R of the French Commercial Code, that for each of the issues decided pursuant to Resolutions 15 & 16, the number of securities to be issued may be increased, within thirty (30) days of the close of the subscription, up to a limit of 15% of the initial issue and at the same price as that used for the initial issue, when the Board of Directors receives excess requests, subject to complying with the ceiling specified in the resolution in application of which the issue is decided. The authorisation thus granted to the Board of Directors is valid for a period of twenty-six (26) months as from the date of this General Meeting th resolution Authorisation to issue shares without preferential subscription rights that will be used to remunerate one or more asset contributions The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, grants powers to the Board of Directors, within the scope of Article L paragraph 6 of the French Commercial Code, following the report by a capital contributions appraiser, to issue common shares within a limit of 10% of the nominal capital assessed on this day, with a view to remunerating asset contributions made to the Company and comprised of shares or securities with rights to shares, where the provisions of Article L of the French Commercial Code are not applicable. The General Meeting decides that the Board of Directors shall have full powers to, in particular, approve the valuation of the contributions, and, with regard to said contributions, record the completion thereof. The General Meeting grants full powers to the Board of Directors, with the option of sub-delegation to the Chief Executive Officer, to determine the issue dates, terms and conditions, set the amounts to be issued and the date from which, even with retroactive effect, the securities issued will be entitled to dividends, determine the terms and conditions that will make it possible, where applicable, to preserve the rights of holders of securities with rights to shares, on the sole basis of the Board of Directors' decision and, if the Board of Directors sees fit, to offset the expenses, duties and fees generated by the issues against the amount of the corresponding premiums and to deduct therefrom the requisite amounts in order to ensure that the level of the statutory reserve is equal to one-tenth of the new capital after each issue, to list the securities to be issued and, in general, to implement all measures, to enter into all agreements and carry out all formalities in order to ensure the completion of all contemplated issues and to record the increases in capital that result therefrom and to make corresponding amendments to the bylaws. This authorisation replaces the previous authorisation granted by the Meeting on 11 May The delegation thus granted to the Board of Directors is valid for twenty-six (26) months as from the date of this General Meeting.

26 19 th resolution Overall limit to the issuing of securities with immediate or deferred rights to shares without preferential subscription rights or those reserved for contributors of assets The General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings, decides that the total nominal amount of the capital increases which may be carried out immediately or in the future without preferential subscription rights or those reserved for contributors of assets, for which the power has been delegated to the Board of Directors under Resolutions 16, 17 & 18, shall not exceed 15% of the current share capital, with this limit being assessed on the date of this General Shareholders Meeting, it being specified that to this ceiling will be added any applicable additional amount of shares to be issued to preserve in accordance with the law and any contractual provisions specifying other cases requiring adjustments, the rights of holders of transferable securities with rights to shares. The issues within this 15% limit shall be deducted from the overall limit of one-third of the share capital set in Resolution th resolution Delegation of authority granted to the Board of Directors to increase the share capital through the capitalisation of reserves, profits, premiums or other eligible amounts for which capitalisation is permitted 26 The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, having considered the Board of Directors' report: authorises the Board of Directors to decide on an increase in share capital, in one or more phases, in the proportion and at the times that the Board of Directors sees fit, by the capitalisation of reserves, profits, premiums or other amounts for which capitalisation is permitted; Decides that the nominal amount of the increase in capital liable to be carried out pursuant to this authorisation may not exceed five hundred (500) million euros; Decides that the Board of Directors shall have full powers, with the option of sub-delegation under the conditions fixed by law, to implement this authorisation and, in particular, to: - Determine all terms and conditions of the authorised operations and, in particular, to fix the amount and type of the reserves and premiums to be capitalised, to fix the number of new shares to be issued or the amount by which the par value of existing shares that make up the share capital will be increased, to fix the date, even with retroactive effect, as from which the new shares shall be entitled to dividends or on which the increase in par value shall take effect, it being specified that all new shares created pursuant to this authorisation shall confer the same rights as the existing shares, subject to the date on which the new shares start being entitled to dividends and, where applicable, to offset against the issue premium(s) in particular the costs incurred by the implementation of these issues; - Decide, where applicable, in accordance with the provisions of Article L of the French Commercial Code, that rights which form fractions of shares shall not be marketable and that the corresponding shares shall be sold, with the amounts that are generated by the sale being allocated to the holders 30 days at the latest after the entry date in their account of the whole number of shares allocated; - Take all necessary steps and enter into all agreements, in order to ensure completion of the contemplated operation(s) and, in general, take all requisite action, carry out all acts and formalities in order to finalise the increase(s) in capital that may be implemented pursuant to this authorisation as well as make all corresponding amendments to the bylaws. Decides that this authorisation replaces the previous authorisation granted by the Meeting on 11 May The delegation thus granted to the Board of Directors is valid for a period of twenty-six (26) months as from the date of this General Meeting. RESOLUTION 21: POWERS NEEDED TO ACCOMPLISH FORMALITIES 21 th resolution Powers to carry out legal formalities correlative to the decisions by the ordinary and extraordinary meeting Full powers are given to bearers of a copy of or excerpts from the minutes of this meeting to carry out all filings and publications concerning the foregoing resolutions.

27 Summary of the Financial Situation of the Group and 2011 Key Figures thousands Variation Revenue 4, , % Contribution from operations (1) As a % of revenue % % % Operating profit % Profit attributable to equity holders of Essilor International As a % of revenue % % % Earnings per share (in euros) % (1) Operating profit before compensation costs of share-based payments, restructuring costs, other income and expense, and goodwill impairment In 2011, the ophthalmic optics market recovered its strength in developed countries and maintained its buoyancy in rapidly growing countries. In this environment, Essilor relied on its innovation in the areas of products and services as well as the efficiency of its production tools to gain market share, particularly in the mid-range area. The Group also accelerated its acquisition strategy, making it possible to increase its presence in high growth markets and strengthen its positions in the three divisions in which it operates. Commenting on this performance, Chief Executive Officer Hubert Sagnières said: 2011 was another year of sustained growth for the Company, not only in rapidly expanding markets but also in developed economies, thus ensuring market share gains. Year after year, in a market in which visual correction needs are growing at an everfaster pace, Essilor continues to demonstrate the solidity of a business model that focuses on innovative products and services, operational excellence and the diligent deployment of a targeted acquisition strategy in its core business, which is dedicated to improving eyesight and visual health. The year s highlights included: A sharp 9.7% rise in revenue excluding the currency effect and revenue excluding the currency effect and strategic acquisitions rose by 7.3%, at the high end of the Company s target range. An increase in unit sales. The launch of 235 products across all market segments, including the Optifog anti-fog lens. The implementation of long-term contracts with leading optical chains. Rapid expansion in high-growth countries. The excellent performance of the Equipment division. The integration of Shamir Optical and the acquisition of Stylemark. The ongoing acquisition and local partnership programme with 29 transactions during the year, of which 20 in fast-growing markets. the ramp-up of export laboratories and continued productivity gains. 27

28 Consolidated Revenue Revenue by division and by region Revenue millions Reported change % Change (like-for-like) Lenses and optical instruments 3, , % % Europe 1, , % % North America (1) 1, , % % Asia-Pacific, Middle East & Africa % % Latin America % % Equipment (1) % % Readers % % TOTAL 4, , % % (1) Following an operational reorganization, National Optronics revenue has been reclassified from the North America region to the Equipment Division. The amount reclassified in 2010 was 10.6 million. Equipment 4.4 % Readers 5.0 % 28 Asia-Pacific Middle East Africa 13.3 % Latin America 5.9 % Lenses and optical instruments 90.6 % Europe 35.1 % North America 36.3 % (In % of total revenue) In 2011, Essilor s consolidated revenue totalled 4,189.5 million, an increase of 7.7% as reported and 9.7% at constant exchange rates. On a like-for-like basis, revenue grew by 5.0%. The increase reflects the dynamic performance of the Lens business and strong growth in the Equipment Division. The 4.8% contribution from acquisitions breaks down as (i) 2.5% representing the contributions of Shamir Optical (consolidated as from July 1, 2011) and of FGXI and Signet Armorlite (consolidated in the course of 2010), and (ii) 2.3% from partnerships and bolt-on acquisitions signed in 2010 and The negative 2.1% currency effect primarily resulted from the average decline in the US dollar against the euro. The increase in the Australian dollar, Swiss franc and Japanese yen was offset by the decline in other of the Company s billing currencies, including the British pound.

29 Consolidated Results Contribution from operations 1 ( millions) % Profit attributable to equity holders of the parent ( millions) % Earnings per share ( ) % Operating profit before compensation costs of share-based payments, restructuring costs, other income and expense, and goodwill impairment Contribution margin of 17.9 % Contribution from operations increased 6.1% to million in 2011.The contribution margin stood at 17.9% of revenue, reflecting: Gross margin that was virtually unchanged at 55.4% (compared with 55.5% in 2010) due to the dilutive impact of acquisitions, partially offset by industrial productivity gains. An increase in operating expenses, which totalled 1,573.3 million, or 37.6% of revenue. Operating expenses include a major increase in marketing, sales and distribution costs, sustained research and development spending, effective management of overheads and the positive impact of acquisitions, which had a lower operating expense/revenue ratio than other Essilor entities. Excluding the impact of strategic acquisitions, operating margin was stable at 18.2%, in line with the Company s objective. 29 Profit attributable to equity holders of the parent up 9.4 % Profit attributable to equity holders of the parent totalled million up 9.4% over 2010 for a net margin of 12.1% and breaks down as follows: Other income and expenses amounting to a net expense of 65.1million, comprising 23.2 million in compensation costs of share-based payments, 22.6 million in restructuring costs related mainly to the rationalization of the prescription laboratory network and 7.5 million in acquisition-related expenses stemming from the transactions with Shamir Optical and Stylemark. A 10.4% increase in operating profit to million. The share of profit from associates, which amounted to 27.9 million. This was slightly lower than in the previous year because of the sale of Sperian in Income tax expense of million. The 26.8% effective tax rate was lower than the 27.5% rate in Thanks to share buybacks, earnings per share increased slightly faster than net profit, rising 10.7% to A financial loss of 13.4 million, representing an increase with respect to 2010 ( 10.8 million), due in part to higher average debt for the year.

30 Consolidated Income Statement thousands, except per share data REVENUE 4,189,541 3,891,559 Cost of sales -1,868,086-1,732,007 GROSS MARGIN 2,321,455 2,159,552 Research and development costs -151, ,879 Selling and distribution costs -959, ,708 Other operating expenses -462, ,126 CONTRIBUTION FROM OPERATIONS 748, ,839 Restructuring costs, net -22,646-37,869 Goodwill impairment losses 0 0 Compensation costs on share-based payments -23,211-21,717 Other income from operations, net 3,962 1,848 Other expenses from operations, net -20,722-54,594 Gains and losses on asset disposals, net -2,470 25, OPERATING PROFIT 683, ,472 Finance costs -13,904-11,956 Income from cash and cash equivalents 10,507 9,289 Net exchange losses -85-3,793 Other financial income and expenses, net -9,917-4,327 Share of profit of associates 27,883 31,746 PROFIT BEFORE TAX 697, ,431 Income tax expense -179, ,404 NET PROFIT 518, ,027 Attributable to equity holders of Essilor International 505, ,969 Attributable to minority interests 12,562 10,058 Basic earnings per common share ( ) Weighted average number of common shares (thousands) 207, ,574 Diluted earnings per common share ( ) Diluted weighted average number of common shares (thousands) 209, ,652

31 Financial Results (and other Indicators) for the Past Five Financial Years Corporate Financial Statements thousands CAPITAL AT THE END OF THE FINANCIAL YEAR Share capital 38,527 38,098 38,792 37,984 38,030 Number of common shares in existence (a) 214,038, ,655, ,509, ,019, ,279,315 of which Treasury Shares (a) 5,363,126 2,894,112 4,630,653 4,006,005 2,659,810 Number of preference shares in existence (without voting rights) (a) Pursuant to the resolutions of the General Meeting of 11 May 2007, in July 2007, the Group increased the face value of the share, from 0.35 euro to 0.36 euro, following which it made a 2-for-1 stock split, thereby reducing the face value of the share to 0.18 euro. The number of shares at the beginning of the year was restated to reflect this stock split. thousands TRANSACTIONS AND INCOME FOR THE FINANCIAL YEAR Net sales 678, , , , ,551 Income before taxes and estimated expenses (amortization and provisions) 300, , , , ,449 Corporate income tax (b) -14,408-5,077-14,111-8,274 3,496 Employee profit-sharing owed for the financial year Income after taxes and estimated expenses (amortization and provisions) 273, , , , ,079 Distributed earnings 177, , , , , RESULTS PER SHARES Income after tax and employee profit-sharing, but before estimated expenses (amortization and provisions) excluding treasury shares Income after tax, employee profit-sharing and estimated expenses (amortization and provisions) excluding treasury shares Net dividend for each common share Net dividend for each preference share without voting rights thousands, except for average number of persons employed PERSONNEL Average number of persons employed during the financial year 3,464 3,528 3,584 3,714 3,517 Gross payroll for the financial year 161, , , , ,305 Amounts paid as benefits during the financial year 81,492 79,270 76,982 74,561 69,770 (b) For the 2011 financial year, taxes reported in the accounts were not an expense but represented income. In fact, despite a reduced rate tax expense that significantly increased and which was greater than the deductible tax credits (particularly the tax credit for research), the Company posted a negative taxable income for its taxable earnings at the legal rate, thereby generating income from taxes for 2011 in connection with fiscal integration.

32 The Board of Directors Members of the Board of Directors at 29 February 2012 Hubert SAGNIERES Age: 56. Chairman and Chief Executive Officer of Essilor since 2 January First elected to the Board: 14 May 2008 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: None. Philippe ALFROID Age: 66. Chief Operating Officer of Essilor from 1996 until his retirement in June Not entirely independent. First elected to the Board: 6 May 1996 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Chairman of the Supervisory Board of Faiveley Transport and director of Eurogerm and Gemalto N.V. 32 Benoît BAZIN Age: 43. President, Building Distribution Sector at Saint Gobain and Senior Vice President at Compagnie de Saint-Gobain. Independent director*. First elected to the Board: 15 May 2009 / Current term ends: Other directorships positions in listed companies at 31 December 2011: None. Antoine BERNARD DE SAINT-AFFRIQUE Age: 47. President-Food at Unilever since Independent director*. First elected to the Board: 15 May 2009 / Current term ends: Other directorships positions in listed companies at 31 December 2011: None. Yves CHEVILLOTTE Age: 68. Executive Vice President of Crédit Agricole S.A. from 2002 until his retirement in Independent director*. First elected to the Board: 14 May 2004 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: None. Mireille FAUGERE Age: 55. Chief Executive Officer of Assistance Publique - Hôpitaux de Paris (AP-HP) since Independent director*. First elected to the Board: 11 May 2010 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Independent director of EDF and Chairman of the Ethics Committee of the EDF Board of Directors. * The independence of the directors making up the Board is examined each year by the Board. As of 24 November 2011, the Board reported that the 8 Directors indicated above fulfill all the independence criteria listed in the AFEP/MEDEF corporate governance code. In particular the Board examined the relations between the companies of the Group and the bank of which Mr. Olivier PECOUX is the Managing Partner. No business relations were maintained either in 2011 or up to the date of this Shareholders Meeting by the companies of the Group with the bank concerned. The Board therefore concluded that Mr. Olivier PECOUX fulfilled the independence criteria set out in the AFEP/MEDEF code.

33 Xavier FONTANET Yi HE Age: 63. Chairman and Chief Executive Officer of Essilor from 1996 until 2009, then Chairman of the Board of Directors from 1 January 2010 until 2 January Not entirely independent. First elected to the Board: 15 June 1992 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Director of L Oréal and Crédit Agricole S.A. and member of the Supervisory Board of Schneider Electric S.A. Age: 58. Chairman of Essilor Holding Company (China). Board member representing employee shareholders. First elected to the Board: 27 January 2010/11 May 2010 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: None. Yves GILLET Age: 48. President of Essilor Spain then Asia Zone Operations Director from 1 April Board member representing employee shareholders. First elected to the Board: 28 January 2009/15 May 2009 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: None. Bernard HOURS Age: 55. Chief Operating Officer of Danone since 2008 and Vice-Chairman of the Board of Directors since Independent director*. First elected to the Board: 15 May 2009 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Director of Danone. Maurice MARCHAND-TONEL Age: 68. Independent consultant. Independent director*. First elected to the Board: 22 November 2006/11 May 2007 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Member of the Supervisory Board of Faiveley Transport. Aïcha MOKDAHI Age: 57. Director of Essilor s Supply Chain for Europe and Chairman of Valoptec Association. Board member representing employee shareholders. First elected to the Board: 24 January 2007/11 May 2007 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: None. 33 Olivier PECOUX Age: 53. Managing Partner of Rothschild & Cie Banque and Chief Executive of the group s investment banking business. Independent director*. First elected to the Board: 31 January 2001/3 May 2001 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Chief Executive and member of the Management Board of Paris-Orléans (Rothschild group's flagship holding Company). Michel ROSE Age: 69. Co-Chief Operating Officer of Lafarge, mainly responsible for the Cement Division before his retirement in Independent director*. First elected to the Board: 13 May 2005 / Current term ends: Other directorships and positions in listed companies at 31 December 2011: Director of Neopost S.A.

34 Committees of the Board of Directors at 29 February 2012 Audit Committee Yves CHEVILLOTTE, Chairman Philippe ALFROID Benoît BAZIN Antoine BERNARD DE SAINT-AFFRIQUE Aïcha MOKDAHI Appointments Committee Remunerations Committee Michel ROSE, Chairman Mireille FAUGERE Bernard HOURS Maurice MARCHAND-TONEL Strategy Committee (all the members of the Board of Directors) Xavier FONTANET, Chairman Yves CHEVILLOTTE Maurice MARCHAND-TONEL Michel ROSE 34

35 Additional Information concerning the Directors (Situation at 31 December 2011) Directors whose re-election is proposed to the General Meeting Benoît Bazin Number of Essilor International shares held: 1,000 Other directorships and positions: Saint-Gobain group Chairman: Saint-Gobain Distribution Bâtiment SAS Partidis Sas Saint-Gobain Distribution Bâtiment Suisse (AG) (Switzerland) Chairman of the Supervisory Board: Chairman of the Board of Directors: Director: Point P S.A. Lapeyre Projeo (SA) Saint-Gobain Distribution Nordic AB (Scandinavia) Fondation Saint-Gobain Initiatives Jewson Ltd (United Kingdom) Saint-Gobain Building Distribution Ltd (United Kingdom) Norandex Building Material Distribution, Inc. (USA) 35 Antoine BERNARD DE SAINT-AFFRIQUE Number of Essilor International shares held: 1,000 Other directorships and positions: Unilever group Executive Vice President: Unilever* in charge of Skin Care and Skin cleansing (end: 1 st September 2011) Director: Icosmeticals SAS * Listed Company

36 Bernard HOURS Number of Essilor International shares held: 1,000 Other directorships and positions: Danone group Member of the Supervisory Board: Ceprodi Director: Permanent representative of Danone (S.A.): Danone (S.A.)* Flam s Fondation d entreprise Danone (Association) Essilor Of America, Inc.(USA) (Start: 19 November 2010) Danone S.A. (Spain) * Listed Company Olivier PECOUX 36 Number of Essilor International shares held: 1,000 Other directorships and positions: Rothschild group Director: Rothschild Espana (Spain) Rothschild Italia (Italy) Member of the Supervisory Board: Financiere Rabelais New director Louise FRECHETTE Other directorships and positions: Chairman of the Board of Directors: Care Canada (end: September 2011) Centre Pearson pour le maintien de la paix (end: 2011) Member of the Supervisory Board: Care Canada Conseil des relations internationales de Montréal

37 Request for Documents and Information and/or Admission Card Combined Ordinary and Extraordinary General Meeting of 11 May 2012 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 , an ADMISSION CARD to enable me to attend the Meeting. In... on If you wish to receive the documents and information and/or the admission card, all requests must be made to: SOCIÉTÉ GÉNÉRALE, Service des Assemblées 32 rue du Champ de Tir, BP NANTES Cedex 03 - FRANCE NB - Pursuant to Article R , paragraph 3 of the French Commercial Code, holders of registered shares may, with a single request, have the Company send them the documents referred to in Article R for each subsequent General Meeting of Shareholders. (1) State the bank, financial establishment and the broker responsible for the accounts

38 Essilor International (Compagnie Générale d Optique) 147, rue de Paris Charenton-le-Pont France Tel.: + 33(0) A French Limited Company (Société Anonyme) with capital of 38,094, Créteil trade and Company registry no RCS