Notice of Meeting 2017 Combined General Meeting (Ordinary and Extraordinary)
Total Page：16
File Type：pdf, Size：1020Kb
NOTICE OF MEETING 2017 COMBINED GENERAL MEETING (ORDINARY AND EXTRAORDINARY) Thursday, May 11, 2017 – 10:45 a.m. Maison de la Mutualité 24, rue Saint-Victor 75005 Paris France Table of Contents 1 CHAIRMAN’S MESSAGE. PAGE 1 2 AGENDA PAGE 2 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? PAGE 4 4 HOW TO FILL IN THE VOTING FORM? PAGE 8 5 PROPOSED RESOLUTIONS AND STATEMENT OF REASONS PAGE 9 6 ESSILOR IN 2016 PAGE 49 7 PRESENTATION OF THE PROPOSED COMBINATION BETWEEN ESSILOR INTERNATIONAL AND LUXOTTICA PAGE 53 8 GOVERNANCE PAGE 55 9 REPORT ON THE EXECUTIVE CORPORATE OFFICERS COMPENSATION POLICY PAGE 60 10 SUMMARY TABLE OF CURRENTLY VALID DELEGATIONS PAGE 64 11 REQUEST FOR DOCUMENTS AND INFORMATION PAGE 65 FOR ANY INFORMATION Essilor: 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] Centralising bank: 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) DEADLINES TO REMEMBER March 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 Shareholders’ 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 – 10:45 a.m.*: Combined General Meeting at the Maison de la Mutualité in Paris TO GET TO THE MAISON DE LA MUTUALITÉ IN PARIS Please refer to the access map available on the last page of the document. * CEST. 1 CHAIRMAN’S MESSAGE CHAIRMAN'S MESSAGE Dear Sir or Madam, Dear Shareholder, We are pleased to invite you to attend Essilor’s Combined General Meeting which will be held on Thursday, May 11, 2017 at 10:45 a.m. at the Maison de la Mutualité in Paris. This meeting is a privileged moment for Essilor to provide information and engage in dialogue with its shareholders. It is an opportunity to present you the Company's developments, our results for 2016, as well as our strategy and outlook for the future. In 2016, Essilor continued to provide an ever-growing number of solutions for unmet visual needs by pursuing a strategy of expanding its scope of operations in corrective lenses, sunwear and online sales. This strategy, which is based on innovation, consumer marketing and partnerships, led to the launch of many new products and about €209 million of investment in media spend to build greater awareness of the Group’s brands among consumers. This year, the General Meeting is an historic moment for the Company. Essilor and Delfi n, the majority shareholder of Luxottica Group, announced on January 16, 2017 the signing of an agreement designed to create an integrated global player in the eyewear industry with the combination of Essilor and Luxottica. Intended to answer the growing needs in visual health, the new group would propose a comprehensive off ering combining a strong brand portfolio, global distribution capabilities and complementary expertise in prescription lenses, prescription frames and sunglasses. 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 on resolutions relating to this combination. Thus, you will fi nd in this document all the relevant information for the General Meeting, including the agenda as well as the instructions to participate in the meeting. I thank you for your trust and for the attention you will surely pay to the proposed resolutions which are submitted to your approval and presented in this document. I look forward to seeing you on May 11. Hubert SAGNIÈRES Chairman and Chief Executive Offi cer of Essilor International 2017 COMBINED GENERAL MEETING/ESSILOR 1 2 AGENDA AGENDA For the ordinary meeting 1 Approval of the 2016 parent Company fi nancial statements 2 Approval of the 2016 consolidated fi nancial statements 3 Allocation of earnings and setting of the dividend 4 Agreements falling within the scope of Article L.225-38 of the French Commercial Code 5 Ratifi cation of the cooptation of Ms. Jeanette WONG as Director 6 Renewal of the Director's term of offi ce of Mr. Philippe ALFROID 7 Renewal of the Director's term of offi ce of Ms. Juliette FAVRE 8 Renewal of the Director’s term of offi ce of Mr. Yi HE 9 Renewal of the Director's term of offi ce of Mr. Hubert SAGNIÈRES 10 Appointment of Mr. Laurent VACHEROT as a new Director 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. Hubert SAGNIÈRES, Chairman and CEO, in some cases of the termination of his' employment contract 12 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 & Chief Operating Offi cer, in the event that his employment contract is terminated under certain conditions 13 Advisory vote on the compensation components due or awarded to Mr. Hubert SAGNIÈRES, Chairman of the Board and Chief Executive Offi cer, in respect of the 2016 fi nancial year 14 Advisory vote on the compensation components due or awarded to Mr. Laurent VACHEROT, President & Chief Operating Offi cer 15 Approval of the compensation policy applicable to the E xecutive Board O ffi cers 16 Increase of the Directors’ fees 17 Board authorization to proceed with the purchase of the Company’s own ordinary shares For the extraordinary meeting 18 Delegation of power granted to the Board of Directors for the purposes of deciding a capital increase by issuance of shares reserved for members of a Company Savings Plan (French Plans d’Epargne d’Entreprise or “PEE”), with cancellation of preferential subscription rights of shareholders 19 Delegation of power granted to the Board of Directors for the purposes of deciding a capital increase reserved for the benefi t of employees or certain categories of employees of foreign subsidiaries, with the cancellation of shareholders’ preferential subscription rights, in the context of an employee shareholding transaction 2 2017 COMBINED GENERAL MEETING/ESSILOR 2 AGENDA Resolutions on the approval of the contemplated combination between Essilor International and Luxottica For the extraordinary meeting 20 Amendment of Articles 12 and 14 of the by-laws related to the conditions for appointing Directors representing employees and the term of offi ce of Directors 21 Amendment of the by-laws as of the completion date of the contribution of Luxottica shares held by Delfi n to Essilor International 22 Approval of the contribution (subject to the apport-scission regime) by Delfi n to Essilor International and of the delegation of powers conferred to the Company’s Board of Directors for the implementation of said contribution 23 Delegation of authority to be conferred to the Board of Directors to decide the capital increase of Essilor International through the issuance of shares without preferential subscription rights, as consideration for the shares tendered to the mandatory exchange off er initiated by Essilor International 24 Approval of the contribution (subject to the apport-scission regime) of all (or substantially all) activities and equity interests of Essilor International to a wholly owned subsidiary, Delamare Sovra, and delegation of powers to the Board of Directors to implement the completion of such contribution 25 Amendment of Article 2 of the Company’s by-laws related to the corporate purpose (extension to holding company activities) For the ordinary meeting 26 Appointment of Mr. Leonardo Del VECCHIO as Director 27 Appointment of Mr. Romolo BARDIN as Director 28 Appointment of Mr. Giovanni GIALLOMBARDO as Director 29 Appointment of Ms. Rafaella MAZZOLI as Director 30 Appointment of Mr. Francesco MILLERI as Director 31 Appointment of Mr. Gianni MION as Director 32 Appointment of Ms. Lucia MORSELLI as Director 33 Appointment of Ms. Cristina SCOCCHIA as Director 34 Appointment of Mr. Hubert SAGNIÈRES as Director 35 Appointment of Ms. Juliette FAVRE as Director 36 Appointment of Ms. Henrietta FORE as Director 37 Appointment of Mr. Bernard HOURS as Director 38 Appointment of Ms. Annette MESSEMER as Director 39 Appointment of Mr. Olivier PÉCOUX as Director 40 Powers to carry out legal formalities 2017 COMBINED GENERAL MEETING/ESSILOR 3 3 HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? HOW TO PARTICIPATE IN THE SHAREHOLDERS’ MEETING? A. FORMALITIES TO BE CARRIED OUT BEFORE PARTICIPATING IN THE MEETING Shareholders wishing to attend the Meeting, to be represented for their account) in the securities account held by the banking or via proxy, or to vote by post or online, in accordance with fi nancial intermediary that manages it. Article R.225-85 of the French Commercial Code, will have to This accounting entry for the shares must be reported in an provide evidence of ownership of their shares by 12:00 a.m. CEST attendance certifi cate issued by the authorized intermediary, and it on the second business day prior to the Meeting (i.e.