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Thursday, May 11, 2017 – 9:00 a.m.
Maison de la Mutualité24, rue Saint-Victor75005 ParisFrance
N OTI C E OF M EET ING
SPE C I AL M EET INGOF HOLDERS OF SHARES
W I TH DOUBLE VOTING R IGHTS ATTACHED
Table of contents
1 CHAIRMAN’S MESSAGE PAGE 1
2 AGENDA PAGE 2
3 HOW TO PARTICIPATE IN THE SPECIAL MEETING? PAGE 2
4 HOW TO FILL IN THE VOTING FORM? PAGE 5
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS PAGE 6
6 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA PAGE 8
7 REQUEST FOR DOCUMENTS AND INFORMATION PAGE 11
FOR ANY INFORMATIONEssilor :
Investor Relations and Financial Communications Department
• Postal address: 147, rue de Paris – 94220 Charenton-le-Pont – France
• Phone number: +33 (0)1 49 77 42 16
• E-mail address: invest@essilor.com
Centralizing bank for the Special Meeting: Société Générale
• Postal address: Société Générale – Service des Assemblées – CS 30812 –
44308 Nantes Cedex 03 – France
• Phone number: Monday to Friday, from 8:30 a.m. to 6:00 p.m.*:
+33 (0) 251 856 789 (tariff in eff ect depending on your country)
• Helpline to connect to the dedicated voting website
(from April 20 to May 10, 2017): Monday to Friday, from 9:00 a.m. to 6:00 p.m.*:
+33 (0) 240 713 005 (tariff in eff ect depending on your country)
DEADLINES TO REMEMBERMarch 29: Publication of the preliminary notice of meeting in the Bulletin
des Annonces Légales Obligatoires (BALO)
April 20 – 9:00 a.m.* : Launch of the dedicated secure voting website available to the
shareholders prior to the Meeting
May 7: Deadline for Société Générale to receive the voting form by
regular mail
May 9: Deadline for shareholders to be registered in the securities
account to participate in the Special Meeting (record date)
May 10 – 3:00 p.m.*: Shutdown of the dedicated secure voting website available to
the shareholders prior to the Meeting
May 11 – 9:00 a.m.*: Special Meeting of Essilor International shareholders holding
double voting rights at the Maison de la Mutualité in Paris
TO GET TO THE MAISON DE LA MUTUALITÉ IN PARISPlease refer to the access map available on the last page of the document.
* CEST.
1SPECIAL MEETING/MAY 11, 2017/ESSILOR
1 CHAIRMAN’S MESSAGE
Dear Sir or Madam, Dear Shareholder,
Since our announcement last January 16th, the process leading
to a strategic combination between Essilor International and
Luxottica is underway and we are happy and enthusiastic to
submit to your vote a number of resolutions that will allow
us to launch the creation of a global player in the eyewear
industry. This entity would combine the talents and respective
expertise of Essilor and Luxottica, two companies driven
by the same passion for the product, in order to provide a
comprehensive off er to consumers and to accelerate the
creation of value for all stakeholders.
This combination, at the heart of which the respect for
corporate cultures and common values is key, is part of our
mission to improve the vision of 7.4 billion people worldwide.
During this Meeting, you will be asked to vote in favor of
canceling the double voting right for the reasons set out on
p ages 6 to 9 and you will be able to ask questions in relation
to the agenda of this Special Meeting.
This Meeting will be followed by the Combined General
Shareholder’s Meeting, which will be called upon to vote on
resolutions relating to this combination
I hope that you will be able to take part in this historic
moment for the Group, either by personally attending it, by
being represented, or by voting by correspondence (post or
online). You may also authorize the President of the Special
Meeting or any other person of your choice to vote on your
behalf.
I thank you for your trust and loyalty.
Hubert SAGNIÈRES
Chairman and CEO of Essilor International
CHAIRMAN’S MESSAGE
2 SPECIAL MEETING/MAY 11, 2017/ESSILOR
2 AGENDA
AGENDA
Resolutions within the powers of the Special Meeting
1 Cancellation of the double voting rights and corresponding amendments of the by-laws
2 Powers to carry out legal formalities
HOW TO PARTICIPATE IN THE SPECIAL MEETING?You are invited, in your capacity as holders of shares with double
voting rights attached, and irrespective of the number of shares
that you hold, to take part in the Special Meeting for holders of
shares with double voting rights attached in the company Essilor
International, in order to discuss the above agenda , on Thursday,
May 11, 2017 at 9.00 a.m. at the Maison de la Mutualité, 24 rue
Saint-Victor, Paris (75005), France.
During this Special Meeting, which will be held before the Combined
General Shareholders’ Meeting and for which you will also receive
a notice of meeting, you will be asked to vote in favor of canceling
the double voting right for the reasons set out on p ages 6 to 9 .
A. FORMALITIES TO BE CARRIED OUT BEFORE PARTICIPATING IN THE SPECIAL MEETING
Holders of Essilor International shares with double voting rights
attached wishing to attend the Special Meeting, to be represented via
proxy, or to vote by post or online, in accordance with Article R.225-85
of the French Commercial Code, will have to provide evidence
of ownership of their shares by 12:00 a.m. CEST on the second
business day prior to the Meeting (i.e. 12:00 a.m. CEST, Tuesday,
May 9, 2017) through the listing of their shares on the Company
registers held by Société Générale Securities Services.
B. WAYS OF PARTICIPATING IN THE SPECIAL MEETING
Only holders of Essilor International shares with double voting rights attached, registered in the Company registers on the following
date may participate(1) in the Meeting:
Tuesday, May 9, 2017, 12.00 a.m. (CEST), i.e., midnight on Monday, May 8, 2017.
To PARTICIPATE(1), shareholders are requested to:
Return the voting
form by mail
The form must
be received by:
Sunday, May 7, 2017
See instructions on page 5
OR
Vote online
Deadline:
Wednesday, May 10,
2017, 3:00 p.m.
See instructions on page 3
Go online and select
“voting instructions”
If you decide to vote online, you must not send your paper voting
form back and vice-versa. The website will open on April 20, 2017
and give you the same options as the paper voting form. You
therefore have the options of:
• requesting and printing an admission card;
• giving a proxy to the Chairman of the Meeting or to any other
person of your choice (designating and revoking a proxy);
• voting on the resolutions.
Note : If you own Essilor International shares with double voting rights attached in more than one form (registered or through the
dedicated employee share ownership fund i.e. “FCPE”), you will have to vote as many times as there are forms if you wish to
cast all your voting rights.
(1) Participate: attending in person (request an admission card), vote remotely, give a proxy to the Chairman of the Meeting or any other person.
3SPECIAL MEETING/MAY 11, 2017/ESSILOR
3 HOW TO PARTICIPATE IN THE SPECIAL MEETING?
1. If you wish to attend the Meeting in person, you must request an admission card (by post or online)
You will either receive the notice of meeting accompanied by a
specifi c form by regular mail or (if you have chosen to receive the
notice of meeting by e-mail) you will have e-mail access to it.
You may obtain your admission card either by fi lling out, signing
and returning the form to Société Générale, or via the website:
https://essilor.voteassemblee.com, using the user ID and password
sent to you by post or by e-mail (if you have chosen to receive the
notice of meeting by e-mail) in mid-April.
If you have not received your requested admission card by Tuesday
May 9, 2017, please contact Société Générale to track its status:
phone number: Monday to Friday, from 8:30 a.m. to 6:00 p.m.*:
+33 (0) 251 856 789 (tariff in eff ect depending on your country).
N.B.: Please note that the Combined General Shareholders’
Meeting of Essilor International will take place after this Special
Meeting on May 11, 2017. You will receive a separate notice of
meeting by mail or e-mail (if you have selected an e-notifi cation)
for each of these Meetings. It is imperative that you request an
admission card for each of these Meetings. Each admission card,
which will be forwarded to you upon request, will have a specifi c
color code (further explanation will be provided on p age 13 of
this notice).
2. If you are not attending the Meeting in person, you can participate by appointing a proxy, or by voting by correspondence (post or online)
2.1. Appointing a proxy
● Either a designated proxy holder
If you have chosen to be represented by a proxy holder of your
choice, you may give notice of the appointment(1):
– by regular mail, using the paper voting form, sent directly
to Société Générale. The notice must be received by Société
Générale by May 7, 2017 at the latest;
– electronically, by connecting to the website https://essilor.
voteassemblee.com, according to the instructions described
in the following box, by 3:00 p.m. CEST, May 10, 2017 at the
latest.
● Or without specifying any proxy holder
(representative)
You may notify us of your choice by mail or electronic means, as
described above. The Chairman of the Meeting will cast a vote in
favour of the adoption of the proposed resolutions presented or
agreed to by the Board of Directors and a vote against the adoption
of any other proposed resolutions.
2.2. Voting by correspondence with your personal voting form or on the website
● Voting by post with the voting form
You will receive your personal voting form by regular mail (unless
you have chosen to receive the notice of meeting by e-mail). The
duly completed and signed personal voting form will have to be
received by Société Générale (using the attached postage-paid
return envelope) at least three calendar days before the date of the
Special Meeting that is by May 7, 2017.
● Online voting on the resolutions
You need to connect to the website https://essilor.voteassemblee.com
See the instructions described in the following box.
HOW TO CONNECT AND GIVE VOTING INSTRUCTIONS
VIA THE INTERNET FOR THE SPECIAL MEETING
Essilor International makes a dedicated voting website available
to its shareholders prior to the Meeting, in accordance with the
provisions of Article R.225-61 of the French Commercial Code.
The dedicated secure voting website will be opened prior to
the Meeting, from April 20, 2017, 9:00 a.m. to May 10, 2017,
3:00 p.m. (CEST).
In order to avoid any overload of the voting website,
shareholders are advised not to wait until the last minute
before connecting to the site.
You can access the voting website, using your user ID and
password that was posted to you directly (or sent by e-mail
if you have chosen to receive the notice of meeting by e-mail)
in mid-April: https://essilor.voteassemblee.com
3. Once you have cast your vote (by correspondence or proxy or by requesting your admission card or an attendance certifi cate to attend the Meeting)
• You may no longer select another way of participating in
the Meeting (Article R.225-85 of the French Commercial
Code).
• But you can still sell all or some of your shares at any time.
However, if the sale occurs before May 9, 2017, 12:00 a.m. CEST, the
Company will invalidate or modify any vote cast remotely, proxy,
admission card, or attendance certifi cate, as the case may be.
No sale or any other action taken or carried out after May 9, 2017,
12:00 a.m. CEST, by whatever means used, will be taken into
consideration by the Company, notwithstanding any agreement to
the contrary.
(1) Pursuant to Article R.225-79 of the French Commercial Code, a proxy can be revoked (by the same process used for appointing a proxy holder).
4 SPECIAL MEETING/MAY 11, 2017/ESSILOR
3 HOW TO PARTICIPATE IN THE SPECIAL MEETING?
C. HOW TO SUBMIT WRITTEN QUESTIONS AND FIND INFORMATION
1. Submitting written questions
In accordance with Article R.225-84 of the French Commercial
Code, any shareholder may submit written questions following the
publication of the preliminary notice of meeting in the Bulletin des
Annonces Légales Obligatoires (BALO)*. These questions must be
sent to the Chairman of the Board of Directors, at the registered
offi ce of the Company either by registered letter with return receipt
requested or by e-mail to the following address: invest@essilor.com,
at the latest four business days prior to the date of the Special
Meeting (Thursday, May 4, 2017).
2. Finding information
Let us reduce CO2 emissions by printing less!
• Legal requirements give registered shareholders the option
of receiving their notice of meeting and/or documents for
the Special Meeting by e-mail (e-notice). To select this option,
they simply need to connect to the Sharinbox website, www.
sharinbox.societegenerale.com (registered asset management
website) and tick the box “e-notice for Shareholders’ Meetings
by e-mail” in the menu “Personal Information”.
• Registrations made after April 7, 2017 will be valid for future
General Shareholders’ Meetings.
• All documents that must be made available to shareholders
in connection with the Special Meetings will be available at
the registered offi ce of the Company, and, for the documents
specifi ed in Article R.225-73-1 of the French Commercial
Code, on the Company’s website at the following address:
www.essilor.com not less than 21 days before the Meeting
(that is, on Thursday, April 20, 2017).
• Shareholders who still wish to receive the documents for this
Special Meeting by post, need to return the form “Request
for documents and information”, available on page 11.
D. NOTICE, PRIOR TO THE MEETING, OF PARTICIPATING LINKED TO TEMPORARY OWNERSHIP OF SHARES (SECURITIES LENDING)
Under law, any legal entity or individual (with the exception
of those described in paragraph 3, IV of Article L.233-7 of the
French Commercial Code) holding alone or together a number
of shares representing more than 0.5% of the Company’s voting
rights pursuant to one or several temporary transfers or similar
arrangements as described by Article L.225-126 of the French
Commercial Code is required to inform the Company and the
French Financial Markets Authority (AMF) of the number of shares
temporarily held by no later than midnight CEST on the second
business day preceding the Shareholders’ Meeting (on Tuesday,
May 9, 2017 at 12:00 a.m. CEST).
Declarations can be e-mailed to the Company at: invest@essilor.com.
Failing such declaration, any shares bought under any of the above
described temporary transfer arrangements will be deprived of
their voting rights at the relevant Shareholders’ Meeting and at
any subsequent Shareholders’ Meeting that may be held until the
shares are transferred again or returned.
The e-mail must include the following information:
• name or company name and contact person (name, position,
phone number, e-mail address);
• identity of the transferor (name or company name);
• nature of the arrangement;
• number of shares transferred under the arrangement;
• ISIN code of the shares listed on Euronext Paris;
• date and maturity date of the arrangement;
• voting agreement (if any).
The details received by the Company will be published on its
website.
* The preliminary notice of meeting will be published in the Bulletin des Annonces Légales Obligatoires (BALO) on March 29, 2017 (available on the website www.essilor.com).
5SPECIAL MEETING/MAY 11, 2017/ESSILOR
4 HOW TO FILL IN THE VOTING FORM?
HOW TO FILL IN THE VOTING FORM?
A
B1 B2 B3
STEP 1
Request an admission card
to attend the Meeting.
Vote on
the resolutions
by correspondence.
Give proxy
to the Chairman
of the Meeting.
Give your proxy
to an individual or entity
of your choice by indicating
their name and address.
or or or
STEP 3Return your form duly fi lled in and signed to Société Générale before
Sunday, May 7, 2017, using the attached postage-paid return envelope.
STEP 2Date and sign regardless
of your choices.
6 SPECIAL MEETING/MAY 11, 2017/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
Statement of reasons
Resolution 1 relates to the cancellation of the double voting rights of certain Essilor International (the “Company”) shares with eff ect, in case of approval, as from the completion date of the contribution by Delfi n S.à r.l., a Luxembourg société à responsabilité limitée (limited liability company) having its registered offi ce at 7, rue de la Chapelle, 1325 Luxembourg, registered with the Trade and Companies Registry (Registre de Commerce et des Sociétés ) of Luxembourg under number B117420 (“Delfi n”) to the Company of all the shares held in Luxottica Group S.p.A., an Italian società per azioni (joint stock company) having its registered offi ce at Piazzale L. Cadorna, 3, 20123, Milan, Italy, registered with the Companies Registry of Milan under no. 00891030272 (“Luxottica”), subject to :
• its approval by the General Shareholders’ Meeting of May 11, 2017; and
• the satisfaction of all conditions precedent described in the contribution agreement entered into between the Company and Delfi n S.à r.l. .
The strategic combination between Essilor International and Luxottica would be carried out as follows :
(i) P ursuant to a contribution subject to the apport-scission regime submitted to the approval of the Company’s General Shareholders’ Meeting, Delfi n would contribute its entire stake in Luxottica (62.55%) (1) to the Company in exchange for new ordinary shares to be issued by the Company, on the basis of an exchange ratio of 0.461 Essilor shares for one Luxottica share (subject to an adjustment provided for in the relevant contribution agreement, which is the subject of Resolution 22 of the Combined General Shareholders' Meeting of May 11, 2017);
(ii) The Company would implement a hive-down of its activities and equity interests into one of its wholly-owned subsidiaries that would be renamed “Essilor International”;
(iii) T he Company would be renamed “EssilorLuxottica” and would become a holding company;
(iv) T he Company would subsequently launch a mandatory exchange off er in accordance with the provisions of Italian law, to acquire all of the remaining issued and outstanding Luxottica shares, pursuant to the same exchange ratio as for the contribution of Delfi n, with a view of delisting the Luxottica shares.
Following the transaction, subject to its approval by the Special Meeting and the General Shareholders’ Meeting of today and to the satisfaction of all conditions precedent provided in the contribution agreement entered into between Delfi n and the Company, Delfi n would own (on a fully diluted basis), between 31% and 38% of the Company’s share capital, depending on the results of the exchange off er, and would become its main shareholder.
Given this structure of the Company’s share capital, it is proposed to cancel the double voting rights. The cancellation of the double voting rights combined with a voting cap of 31% (pursuant to a formula provided for in the draft of the new by-laws) would be established in the by-laws in order to ensure the protection of minority shareholders by limiting the power that signifi cant shareholders could have at Shareholders’ Meetings. These amendments, and more specifi cally, the cancellation of the double voting rights, to which this resolution relates, require changes to the Company’s by-laws.
Resolution 2 relates to powers to carry out formalities.
(1) As of December 31, 2016.
1 First resolutionCancellation of the double voting rights and corresponding amendments of the by-laws
The Special Meeting, having fulfi lled the required conditions
for quorum and majority voting for special meetings pursuant
to Article L.225-99 of the French Commercial Code and having
reviewed the reports of the Board of Directors and the revised by-
laws attached in Appendix hereto:
1. Acknowledges that the Company’s General Shareholders’
Meeting of today is called upon to decide, under the required
conditions for quorum and majority voting for Extraordinary
General Shareholders’ Meeting, in its resolution 21,
(i) the cancellation of the double voting rights attached to the
Company’s shares provided by Article 24, 3) of the Company’s
by-laws at the completion date of the contribution, subject
to the apport-scission regime, by Delfi n of its entire stake in
Luxottica to the Company (the “Completion Date ”);
(ii) the inclusion of a specifi c mention relating to the absence of
double voting rights in accordance with the option provided
for by paragraph 3 of Article L.225-123 of the French
Commercial Code as amended by French Act no. 2014-384
of March 29, 2014 for economic recovery;
(iii) the revision of the by-laws, in particular the amendment of
the provision in the by-laws relating to double voting rights
(i.e. paragraphs 8, 9, 10, 11 of Article 24,3);
7SPECIAL MEETING/MAY 11, 2017/ESSILOR
5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS
2. Acknowledges that, in accordance with Article L.225-99 of
the French Commercial Code, this decision of the General
Shareholders’ Meeting shall only be fi nal upon approval, by
the Special Meeting of shareholders with double voting rights,
of the cancellation of the double voting rights attached to the
Company’s shares and the corresponding amendments to the
by-laws;
3. Subject to the completion of the contribution subject to the
apport-scission regime of all Luxottica shares held by Delfi n
to the Company approves the cancellation, with eff ect at the
Completion Date, of the double voting rights attached to the
Company’s fully paid shares for which proof of registration
in the name of the same shareholder for at least two years is
provided;
4. Approves (subject to the approval by the General Shareholders’
Meeting of resolution 21) the revision of the by-laws, their
new wording in full and article by article, with eff ect at the
Completion Date, in particular the inclusion in former Article 24,
3), becoming Article 23, 3) of the Company’s new by-laws of
the following mention: “By exemption of the provisions of the
last paragraph of Article L.225-123 of the French Commercial
Code, no double voting rights are conferred on the shares of
the Company.”
5. Acknowledges that as a result of this resolution and of resolution
21 proposed to the Company’s General Shareholders’ Meeting
of today, each of the Company’s shares shall give right to one
voting right with eff ect at the Completion Date.
2 Second resolutionPowers to carry out legal formalities
The Special Meeting, having fulfi lled the required conditions for
quorum and majority voting for special meetings, grants all powers
to any bearer of an original, a copy or an extract of the minutes
of this Special Meeting to carry out or have carried out any fi ling,
publication and other legal formalities.
Appendix: Excerpt from the d raft of the new by-laws
Article 23: General Provisions
(…)
3) QUORUM – VOTE
(…)
“2. Voting rights
Subject to the provisions hereinafter, each member of the Meeting
has as many votes as he possesses or represents, both personally
and as a proxy holder.
However, no shareholder may express, whether personally or
through an agent, with respect to the voting rights attached to the
shares he directly and indirectly holds, more than 31% of the total
number of voting rights of the Company, calculated as indicated
above.
(…)
By exemption of the provisions of the last paragraph of Article
L.225-123 of the French Commercial Code, no double voting
rights are conferred on the shares of the Company.
(…)”
8 SPECIAL MEETING/MAY 11, 2017/ESSILOR
6 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA
PRESENTATION OF THE PROPOSED COMBINATION
BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA
Benefi ts of the transaction for Essilor, Luxottica and their respective shareholders
Creation of an integrated company through the unique combination
of global players with complementary strengths
The proposed combination would benefi t Essilor, Luxottica and
their respective shareholders through a signifi cant increase in the
geographic and commercial reach of their respective operations.
This would provide the combined company with additional resources
to combat problems of awareness and access to care against vision
problems and serve the growing appetite for premium brands in
eyewear, creating the traction necessary to unlock the underlying
growth potential in vision care, particularly in underserved markets.
With this additional scale, the combined company would also have
greater fl exibility to invest and capture internal and external growth
opportunities.
This proposed combination is particularly attractive for the
companies and their shareholders because Essilor and Luxottica
have signifi cant complementary strengths. Essilor and Luxottica
would each gain entry into new markets and sectors where they
currently have a more limited presence but the other company is
an established player, unlocking new opportunities for growth and
innovation.
Terms and conditions of the transaction
The strategic combination between Essilor International and Luxottica
would be carried out as follows :
(i) P ursuant to a contribution subject to the apport-scission
regime submitted to the approval of the Company’s General
Shareholders’ Meeting, Delfi n would contribute its entire stake
in Luxottica (62.55%) (1) to the Company in exchange for new
ordinary shares to be issued by the Company, on the basis of
an exchange ratio of 0.461 Essilor shares for one Luxottica
share (subject to an adjustment provided for in the relevant
contribution agreement, which is the subject of Resolution 22 of
the Combined General Shareholders' Meeting of May 11, 2017);
(ii) The Company would implement a hive-down of its activities
and equity interests into one of its wholly-owned subsidiaries
that would be renamed “Essilor International”;
(iii) T he Company would be renamed “EssilorLuxottica” and would
become a holding company;
(iv) T he Company would subsequently launch a mandatory
exchange off er in accordance with the provisions of Italian
law, to acquire all of the remaining issued and outstanding
Luxottica shares, pursuant to the same exchange ratio as for
the contribution of Delfi n, in view of delisting the Luxottica
shares.
Stable shareholder structure (resulting from the completion of the Contribution)
The proposed transaction would create a benefi cial and stable
long-term shareholding structure for the combined company.
Following the Contribution and the Off er, Delfi n would own between
31% (2) and 38% (2 ) of the share capital of EssilorLuxottica. Mr. Del
Vecchio , as Executive Chairman and Chief Executive Offi cer of
the combined company and ultimate controlling person of Delfi n,
would be fully aligned on the strategic goals of EssilorLuxottica and
enable it to forge forward supported by a unique growth strategy.
The proposed transaction would also provide an opportunity for
the employees of EssilorLuxottica to participate in the anticipated
value creation and success through their meaningful share
ownership in the combined company.
(1) As of December 31, 2016.
(2 ) On a fully diluted basis.
9SPECIAL MEETING/MAY 11, 2017/ESSILOR
6 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA
Changes to voting rights of the Essilor shares (subject to approval by the Special Meeting of holders of shares with double voting rights attached and the Combined General Shareholders’ Meeting of May 11, 2017)
In connection with the contemplated combination, changes to the
articles of association of the combined company would be adopted
that would aff ect the voting rights attached to EssilorLuxottica
shares. Under Essilor’s current articles of association, double
voting rights are attached to fully paid-up shares held in registered
form for at least two years in the name of the same shareholder.
Essilor’s Special Meeting of holders of shares with double voting
rights attached and Essilor’s General Shareholders’ Meeting called to
approve the Contribution would both resolve on the cancellation of
the double voting rights attached to certain shares of Essilor and the
corresponding changes to Essilor’s (and, following the contemplated
Contribution, EssilorLuxottica’s) articles of association. Essilor’s
(and, following the contemplated Contribution, EssilorLuxottica’s)
shareholders would no longer have any similar benefi t, even if they
hold registered shares for at least two years or another period of
time. In addition, it is anticipated that Essilor’s articles of association
will be amended in connection with the Contribution to cap the voting
rights of any shareholder at 31%. As a result, no shareholder would be
allowed to express more than 31% of the total number of voting rights
of the combined company (subject to a formula described in the new
by-laws of the company) .
10 SPECIAL MEETING/MAY 11, 2017/ESSILOR
REQUEST FOR DOCUMENTS
AND INFORMATION
Special Meeting of May 11, 2017
I, the undersigned:
First name and FAMILY NAME: ............................................................................................................................................................................................................
ADDRESS: ..................................................................................................................................................................................................................................................
Owner of ........................................... registered shares in ESSILOR INTERNATIONAL
request that the following be sent to me:
in accordance with Article R.225-88 of the French Commercial Code, and in view of the General Meeting, the documents and
information referred to in Article R.225-83 of the French Commercial Code.
In ...................................................... on ...................................................... 2017
If you wish to receive the documents and information,
all requests must be sent to:
SOCIÉTÉ GÉNÉRALE
Service des Assemblées
CS 30812
44308 Nantes Cedex 03
FRANCE
✂
Contact and access
Maison de la Mutualité24 rue Saint-Victor
75005 Paris
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Email: contact@maisondelamutualite.com
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MAISON DE LA MUTUALITE
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TO GET TO THE MAISON DE LA MUTUALITÉ IN PARIS
Warning:
For safety reasons, please note that checks will be carried out at
the entrance of the Maison de la Mutualité.
Please arrive at the sign-in desk from 8.00 a.m., with your admission
card for the Special Meeting (color coded orange), in order to sign
the attendance sheet. Should you fail to do so, you will need to go
to reception.
From 8:00 a.m., you will also be able to register for the Combined
General Shareholders’ Meeting. As such, please also bring your
admission card for the Combined General Shareholders’ Meeting
(color coded blue).
Specifi c signage using the color code for your admission cards and
notices of meetings will be used for each of the Meetings (Special
and Combined) to guide you through the Maison de la Mutualité.
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Design and production:
Es
sil
or
– A
DC
AG
S 0
5 2
01
7 –
EN
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Essilor International
(Compagnie Générale d’Optique)
147, rue de Paris
94220 Charenton-le-Pont
France
Tél. : +33 (0)1 49 77 42 24
A French Limited Company (Société Anonyme )
with capital of €39,331,386.18
Créteil trade and Company registry n°712 049 618
www.essilor.com
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