notice of meeting special meeting - essilor group · notice of meeting special meeting ... 4 how to...

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: [email protected]

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.


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).


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: [email protected],

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: [email protected].

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).


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.


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);


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.

(…)”


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.


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) .

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

France Tel.: +33 (0)1 83 92 24 00Fax: +33 (0)1 44 31 52 27

GPS: 48.8486110 2.3504103

Bus : lines 47, 63, 67, 86, 87, 89Subway : lines 7 and 10, stations: Maubert-Mutualité, Cardinal Lemoine and JussieuRER : line B, station: Saint-Michel Notre-Dame

Car parks

• 37 boulevard Saint-Germain (Maubert-Collège des Bernardins) • 15 rue Lagrange (Lagrange)

Website: www.maisondelamutualite.com

Email: [email protected]

LA TOURNELLE

QUAI DE RUE M

ONGE

R. ST VICTOR

RUE SOUFFLOT

RUE DES ECOLES

BD SAINT-GERMAIN

BD

SA

INT-

MIC

HEL

RU

E

ST-

JAC

QU

ES

R. D

E P

ON

TOIS

E

RER

M

M

M

SAINT-MICHEL

CLUNY

MAUBERTMUTUALITE

CARDINALLEMOINE

MAISON DE LA MUTUALITE

PP

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.

✂

Design and production:

Es

sil

or

– A

DC

AG

S 0

5 2

01

7 –

EN

G

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

notice of meeting special meeting - essilor group · notice of meeting special meeting ... 4 how to...

Documents