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Présentation Powerpoint Provisional quorum Shareholders Shares Postal ballot 000,000 000,000 Present and represented 000,000 000,000 TOTAL 000,000 000,000 Required quorum . 20% of the capital for OGM . Participation rate: 00% 2 AGENDA FOR THE ORDINARY MEETING 1. Approval of the 2017 parent Company financial statements 2. Approval of the 2017 consolidated financial statements 3. Allocation of earnings and setting of the dividend 3 AGENDA FOR THE ORDINARY MEETING 4. Renewal of the Director’s term of office of Mr. Antoine BERNARD DE SAINT-AFFRIQUE 5. Renewal of the Director’s term of office of Ms. Louise FRÉCHETTE 6. Renewal of the Director’s term of office of Mr. Bernard HOURS 7. Renewal of the Director’s term of office of Mr. Marc ONETTO 8. Renewal of the Director’s term of office of Mr. Olivier PÉCOUX 9. Renewal of the Director’s term office of Ms. Jeanette WONG 4 AGENDA FOR THE ORDINARY MEETING 10. Appointment of Ms. Jeanette WONG as Director of the Company in replacement of Ms. Henrietta FORE (as from the completion date of the combination with Luxottica) 11. Approval of the undertakings referred to in article L. 225-42-1 of the French Commercial Code relating to the severance payment granted to Mr. Laurent VACHEROT, President and Chief Operating Officer, in the event that his employment contract is terminated under certain conditions 5 AGENDA FOR THE ORDINARY MEETING 12. Approval of the fixed, variable and exceptional compensation components comprising the total compensation and benefits in kind paid or awarded in respect of the 2017 fiscal year to Mr. Hubert SAGNIÈRES, Chairman and Chief Executive Officer 13. Approval of the fixed, variable and exceptional compensation components comprising the total compensation and benefits in kind paid or awarded in respect of the 2017 fiscal year to Mr. Laurent VACHEROT, President and Chief Operating Officer 14. Approval of the compensation policy applicable to the Executive Board Officers 15. Powers to carry out formalities 6 SOUND GROWTH, SOUND FUNDAMENTALS Laurent Vacherot 2017: another year of earnings growth 2016 Croissance 2017 Revenue €7,115m +5.3% €7,490m Adjusted Contribution from operations(1)(2) €1,321m +3.5% €1,367m As a percentage of revenue 18.6% 18.3% Adjusted Earnings per share(2) €3.79 +1.6% €3.85 Adjusted Free Cash Flow(3) €963m +4.0% €1,002m Dividend per share(4) €1.50 €1.53 (1)Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating expenses) (2)The 2017 accounts are adjusted for non-recurring items related, on one hand, to expenses associated with the proposed combination with Luxottica and, on the other hand, to the positive effects of tax changes in the United States and France. 2016 results are not adjusted (3)Net cash from operating activities less change in WCR and capital expenditure. Adjusted for non-recurring items related to the German competition authority (BKA) in 2016 and to 2017 items including costs linked to the proposed transaction with Luxottica along with the settlement of litigation (4)To be submitted for shareholder approval at the April 24, 2018 Annual General Meeting 8 2017: a balanced revenue increase between like-for-like growth and bolt-on acquisitions € millions (103) 254 -1.4% +3.6% 224 +3.1% 7,490 +5.3% 7,115 +6.7% 2016 Like-for-like Bolt-on Currency 2017 Revenue growth acquisitions(1) effect Revenue (1)Local acquisitions or partnerships 9 Sustained revenue growth across geographies BY GEOGRAPHY 2017 HIGHLIGHTS Revenue in €Bn All businesses combined ~7.5 Lenses: solid momentum driven by new products and e-commerce ~5.7 +13% Continued progression Fast-Growing Markets in Sunglasses & Readers Other Developed Markets Equipment and Instruments performed well +11% North America (1) Europe Fast-Growing Countries : 24% of total sales +7% 2014 CAGR 2017 (1)Fast-growing countries include China, India, ASEAN, South Korea, Hong Kong, Taiwan, Africa, the Middle East, Russia and Latin America 10 Important Factors for Consideration in 2017 ESSILOR INTERNATIONAL (Compagnie Générale d’Optique) Holding company (listed company) French joint-stock company (S.A.) Chairman and Chief Executive Officer: Hubert Sagnières Registered with the Trade and Companies Registry (Registre du President and Chief Operating Officer: Laurent Vacherot Hive-down Commerce et des Sociétés) of Créteil under number 712 049 618 completed as 100% of November, ESSILOR INTERNATIONAL Operating company French simplified joint-stock company (S.A.S.) Chief Executive Officer: Hubert Sagnières 1st 2017 Registered with the Trade and Companies Registry (Registre du Deputy Chief Executive Officer: Laurent Vacherot Commerce et des Sociétés) of Créteil under number 439 769 654 Management Committee Equity holdings of the Essilor Group(2) Transaction costs related to the proposed combination with Luxottica: €109 million 2017 accounts Costs related to employee shareholding plans(1): €45 million are adjusted for non-recurring A gain from a tax reimbursement in France, redistributed to eradicate items poor vision: €19 million A gain from the tax reform in the USA: €73 million (1) Lifting of the performance conditions of 2 employee shareholding plans and “Boost 2017” program (2) Excluding the following subsidiaries: Essilor India Private Limited (EIPL), Essilor Manufacturing India Private Limited (EMIL), Essilor Korea Co, Ltd., Onbitt Co., Ltd., for which ESSILOR INTERNATIONAL (Compagnie Générale d’Optique) is shareholder 11 Adjusted(1) Net Profit Up 4.8% € millions 2017 2016 Adjusted(1) Reported Change Revenue 7,490 7,115 +5.3% Contribution from operations(2) 1,367 1,321 +3.5% Operating profit 1,248 1,230 +1.5% Net profit 922 880 +4.8% Profit attribuable to equity holders 833 813 +2.5% Earnings per share (in €) 3.85 3.79 +1.6% (1)The 2017 accounts are adjusted for non-recurring items related, on one hand, to expenses associated with the proposed combination with Luxottica and, on the other hand, to the positive effects of tax changes in the United States and France (2)Contribution from operations corresponds to revenue less cost of sales and operating expenses (research and development costs, selling and distribution costs and other operating expenses) 12 A Sound Financial Situation € millions FAST DE-LEVERAGING Net debt in € millions 58 Change in WCR 2,089 308 Capital expenditure 2,062 1,793 1,661 364 Dividends Operating cash flow (excl. change in WCR) 1,291 +925 Net financial 317 investments 34 400 Reported change Capital increase in net debt Foreign exchange and others(1) 122 2014 2015 2016 2017 (1)Including €96m of foreign exchange impact 13 Dividend per share (1) 1.50 1.53 1.11 1.02 0.94 0.88 0.83 0.85 0.66 0.70 323 333 0.62 237 198 216 172 177 185 129 137 147 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Payout (in € millions) Dividend per share (in €) (1) To be submitted for shareholder approval at the April 24, 2018 Annual General Meeting 14 Strengthening our foundations for future growth 15 Successful rollout of new products NORTH AMERICA EUROPE 2017 2017 ASIE / PACIFIQUE LATIN AMERICA STYLE COLOURS COLLECTION ASIA-PACIFIC AFRICA / MIDDLE EAST 2017 MOYEN-ORIENT 2018 2017 2018 STYLE COLOURS COLLECTION 2018 2018 Vision-RTM 800 16 Continued growth in developed markets NORTH AMERICA +4.7%(1) EUROPE +6.5%(1) Ultimate Lens Package New product deployment Key account partnerships Multi-network strategy including Online Initiatives with “Alliances & Business solutions” Personalized premium products success Online acceleration (1)2017 Combined revenue growth (like-for-like and bolt-on acquisitions), across all business divisions 17 China: a consumer-driven organization to develop the world’s biggest market A VAST MARKET WITH GROWING NEEDS 18% REVENUE GROWTH OVER 3 YEARS(1) 2014 2017 ~€300m ~€500m 1.3 bn people 45% are myopes Lens Business Sunwear Retail and Online ~500 million have uncorrected poor vision (1)Compound Annual Growth Rate 18 Continuing to invest in Fast-Growing(1) Markets AFRICA-MIDDLE EAST ASIA-PACIFIC LATIN AMERICA Vietnam Guatemala Ethiopia Indonesia 4 countries representing 500 Million people (1)Fast-growing countries include China, India, ASEAN, South Korea, Hong Kong, Taiwan, Africa, the Middle East, Russia and Latin America 19 Increased focus on employee engagement CREATING AN INCLUSIVE RAPID EXPANSION OF EMPLOYEE AND STIMULATING ENVIRONMENT SHAREHOLDING Learning Culture active 35,866 employee shareholders 10 New languages New development program 57 countries of employees 55% are shareholders Safety and well-being 20 Accelerating our fight against poor vision AWARENESS INCLUSIVE BUSINESS STRATEGIC GIVING Essilor Social Impact Fund 6,000 primary vision care More than 3,000 Essilor providers employees volunteered globally Product distribution in 45 countries Global contribution of €49M 21 On track to reach our 2020 sustainability targets REDUCING ENVIRONMENTAL CREATING WEARERS CARING FOR OUR PEOPLE WORKING WITH SOCIETY FOOTPRINT Improve the lives of 50 Decrease by 30% million individuals at work-related injury the “base of the frequency rate(3) pyramid”(1) 100% of strategic Reduce water suppliers receive intensity by 20%(2) external CSR audit Create 25,000 primary Give 100% of employees vision care providers access to Essilor University online training platform 100% of preferred Lower energy intensity suppliers 35% of employees as Invest €30 million in by 15%(2) acknowledge Essilor’s shareholders, with a philanthropic visual Supplier Charter longer-term
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