2010 REGISTRATION DOCUMENT PRELIMINARY INFORMATION - DOCUMENTS INCORPORATED BY REFERENCE In accordance with Article 28 of European Commission Regulation 809/2004/EC, the following information is incorporated by reference in this Registration Document: . The business review for the year ended December 31, 2008, the content of which has been principally included in the different sections of the 2008 Registration Document, the 2008 consolidated financial statements and Auditors’ report on the consolidated financial statements for the year ended December 31, 2008, presented on pages 81 to 142 and 176 to 177 of the 2008 Registration Document filed with the AMF on March 30, 2009 under No. D.09-0167. The business review for the year ended December 31, 2009, the content of which has been principally included in the different sections of the 2009 Registration Document, the 2009 consolidated financial statements and Auditors’ report on the consolidated financial statements for the year ended December 31, 2009, presented on pages 83 to 144 and 176 to 177 of the 2009 Registration Document filed with the AMF on March 30, 2010 under No. D.10-0189. The two aforementioned Registration Documents can be downloaded from the Company’s website, www.essilor.com. The following regulated information described in Article 221-1 of the AMF’s General Regulations is provided in this document: . The annual financial report; . Information concerning Auditors’ fees; . The description of the share buyback program; . The Chairman’s report on corporate governance and internal control. The annual information document required pursuant to Article 222-7 of the AMF’s General Regulations is presented in Section 24, “Public Documents”. DISCLAIMER The English language version of this annual report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However in all matters of interpretation of information, views or opinion expressed therein the original language version of the document in French takes precedence over the translation. Company name The Company’s name is Essilor International (Compagnie Générale d’Optique), hereinafter referred to as “Essilor”, “the Company” or “the Group”. Reporting period Unless otherwise specified, the information contained in this Registration Document and its appendices concerns 2010. Market information Unless otherwise specified: . Information concerning market shares and market positions is based on volumes sold; . Marketing information concerning the ophthalmic market and industry, and Essilor’s market share and positions is based on internal assessments and studies incorporating external market data where appropriate. TRADEMARKS Crizal®, Crizal® Alizé®, Crizal Easy™, Crizal Forte®, Crizal® Sapphire™, Essilor®, Essilor® Azio® 360°, Eyecode™, Kappa Ultimate Edition™, M’Eye Touch™, Mr Blue®, Varilux®, Varilux Comfort®, Varilux Comfort® New Edition, Varilux® India 360°™, Varilux Physio®, Varilux Physio 2.0®, Varilux Physio® Enhanced, Varilux® Kan, Vision Haute Résolution™, Visioffice®, W.A.V.E. Technology™, Xperio®, are trademarks filed or registered in the name of Essilor International. Anateo®, Anateo® Mio, Neva® Max are trademarks registered in the name of BBGR. Transitions® is a trademark registered in the name of Transitions Optical Inc. Global Value® is an analysis model registered by BMJ Ratings. Kodak is a trademark of Kodak, used under license by Signet Armorlite, Inc. Foster Grant, Microvision and Lightspecs are trademarks of FGX International. Registration Document & Annual Financial Report 2010 Essilor International Compagnie Générale d’Optique 147 rue de Paris 94220 Charenton-le-Pont France Tel.: +33 (0)1 49 77 42 24 www.essilor.com The French version of this Registration Document was filed with the Autorité des Marchés Financiers (AMF) on March 29, 2011 under no. D.11-0193, in accordance with Article 212-13 of the General Regulations of the AMF. It may only be used in support of a financial transaction if accompanied by an offering memorandum approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer and is binding on the signatories. ESSILOR - 2010 Registration Document and Annual Financial Report 3 Contents Based on Appendix 1 of the European Commission regulation 809/2004/EC. 1 Persons responsible 7 9 Operating and financial review 31 1.1 Person responsible for the Registration Document 7 9.1 Financial position 31 1.2 Statement by the person responsible for the Registration 9.2 Operating results 32 Document 7 9.2.1 Significant factors affecting operating profit 32 9.2.2 Significant changes to net sales or revenues 33 2 Statutory auditors 8 9.2.3 Policies and other external factors 33 9.3 Net profit 33 2.1 Names and addresses of the Company’s Auditors for the period covered by the historical financial information 8 2.2 Resignations, non‐renewal of appointments 8 10 Liquidity and capital resources 34 10.1 Information on capital resources 34 3 Selected financial information 9 10.2 Cash flows 34 10.3 Information on borrowing requirements and funding 3.1 Selected historical financial information 9 structure 34 3.2 Selected financial information for interim periods 10 10.4 Restrictions on the use of capital resources 34 10.5 Anticipated sources of funds 34 4 Risk factors 11 4.1 Operational risks 11 11 Research and development, patents and 4.2 Market risks 11 licenses 35 4.2.1 Liquidity risk 11 11.1 Research and development 35 4.2.2 Currency risk 11 11.2 Patents and licenses 35 4.2.3 Interest rate risk 11 4.2.4 Counterparty risk 11 4.3 Legal risks (material claims and litigation, proceedings, 12 Trend information 36 arbitration) 12 12.1 Recent trends 36 4.4 Industrial and environmental risks 12 12.2 Outlook 36 4.4.1 Industrial risks 12 12.3 Events after the year‐end 36 4.4.2 Environmental risks 12 12.4 2011 outlook 36 4.5 Insurance 13 13 Profit forecasts or estimates 37 5 Information about the Company 14 5.1 History and development of the Company 14 14 management, governance and supervisory 5.1.1 Legal and commercial name of the Company 14 bodies and senior management 38 5.1.2 Place of registration and registration number 14 5.1.3 Date of formation and length of life of the Company 14 14.1 Members of the management, governance and supervisory 5.1.4 Registered office, legal form, governing law, bodies 38 corporate purpose and fiscal year 14 14.1.1 The Board of Directors 38 5.1.5 Important events in the development of the 14.1.2 Committees of the Board 53 Company’s business 14 14.1.3 Executive Committee 54 5.2 Investments 18 14.2 No potential conflicts of interest 55 5.2.1 Principal investments 18 14.3 Related party agreements 55 5.2.2 Principal outstanding investments 18 5.2.3 Principal future investments 18 15 Compensation and benefits 56 15.1 Compensation of the members of the management, 6 Business overview 19 governance and supervisory bodies 56 6.1 Core businesses 19 15.1.1 Compensation of corporate officers 56 6.1.1 Operations and business segments 19 15.1.2 Breakdown of corporate officers’ compensation 57 6.1.2 New products and/or services 24 15.1.3 Directors’ fees 58 6.2 Principal markets 25 15.2 Awards of stock options and performance shares 59 6.2.1 Sales performance by geographic market 25 15.3 Supplementary defined benefit loyalty‐based retirement 6.2.2 Lens and optical instrument business 25 plan 61 6.2.3 Laboratory equipment 27 15.4 Termination benefits 61 6.2.4 Readers 27 6.3 Exceptional factors 27 16 Management and governance practices 63 6.4 Dependence on patents, licenses, industrial, commercial or 16.1 Expiration dates of terms of office, tenure in office and financial contracts or new manufacturing processes 27 management and governance practices 63 6.5 Competitive position 27 16.1.1 Expiration dates of terms of office and periods served 63 7 Organizational structure 29 16.1.2 Operations of the Board of Directors and the 7.1 Description of the Group 29 Committees of the Board 63 7.2 List of subsidiaries and related party transactions 29 16.2 Information about the service contracts of members of the management and governance bodies: no service contracts 64 16.3 Information about the Audit Committee and the 8 Property, plant and equipment 30 Remunerations Committee 64 8.1 Material property, plant and equipment 30 16.4 Compliance by Essilor with France’s corporate governance 8.2 Environmental issues 30 system 64 4 ESSILOR – 2010 Registration Document and Annual Financial Report 17 Employees 65 21 Additional information 172 17.1 Human resources: number of employees, by location and 21.1 Share capital 172 type of activity 65 21.1.1 Subscribed capital, changes in share capital and 17.1.1 Average and period‐end workforce 65 Essilor shares 172 17.1.2 Breakdown of workforce 65 21.1.2 Shares not representing capital 176 17.2 Ownership interest and stock options 66 21.1.3 Treasury stock 176 17.2.1 Shares and stock options held by members of the 21.1.4 Convertible securities, exchangeable securities, Board of Directors as of December 31, 2010 66 securities with warrants, stock subscription options, 17.2.2 Stock purchase options, stock subscription options stock purchase options and rights to performance and performance share rights 67 shares 179 17.3 Discretionary and non‐discretionary profit‐sharing 21.1.5 terms governing any acquisition rights and/or agreements 73 obligations in relation to subscribed but unpaid 17.3.1 Employee profit‐sharing plans