2017.10.26

Capital Increase Reserved for employees outside France

Essilor International SA announces a capital increase reserved for eligible employees of member companies of the Group’s International Employee Shareholding Plan.

Employee shareholding is central to Essilor’s history, identity and culture. On the eve of the historic milestone created by the proposed combination with Luxottica, this one-off employee shareholding plan in 14 countries is a key step towards achieving the Group’s goal of enabling one out of every two employees to become a shareholder. It will be carried out subject to regulatory approval in certain countries.

The Extraordinary Shareholders’ Meeting of May 11, 2017 authorized the Board of Directors to increase the Company’s capital up to a maximum of 1.5% of the current capital through the issuance of new shares for the benefit of employees and entities set up for employees of Group companies located outside France.

The Board of Directors decided on the principle and on the terms of the capital increase on July 27, 2017 and delegated to the Chairman and Chief Executive Officer the powers to implement the plan, within the limit of a maximum of 200,000 shares and to decide the final terms of the plan, in particular the subscription price of the new shares.

The subscription price was set at €103.24, corresponding to the average of the opening prices of the Essilor International share on Euronext Paris over the 20 trading days preceding October 25, 2017 – the date on which the dates of the subscription period and the subscription price were set.

The subscription period will run from October 27, 2017 to midnight CET on November 20, 2017.
Employees will be able to subscribe for the shares either through the “Essilor International Relais 2017” employee shareholding fund —which will be merged with the “Essilor International” employee shareholding fund— or directly in some countries.

The new shares will immediately rank pari passu with existing ordinary shares. In particular, they will entitle their holders to any dividend payments decided after their issuance. The admission of the new shares to trading on Euronext Paris on the same listing line as the existing shares (ISIN code: FR0000121667) will be requested as soon as possible after the completion of the capital increase.

The new shares may not be sold for three years, except in the early release cases provided for in the International Employee Shareholding Plan.

This news release does not constitute an offer to sell, nor a solicitation to buy Essilor International shares. In the countries where authorizations must be obtained or formalities (filing, disclosure, etc.) must be fulfilled pursuant to the applicable regulations, eligible employees will only be able to subscribe for the offer where such authorizations have been obtained or such formalities have been fulfilled within the required timeframes.

The shares described in this document have not been and will not be registered with the US Securities and Exchange Commission and may only be offered or sold in the United States as part of transactions that are exempt from the registration requirements of the US Securities Act of 1933.

This announcement constitutes the information document required in accordance with Article 212-4 (5°) of the AMF’s General Regulations and Article 19 of Instruction No. 2016-04 and is published as a news release pursuant to Article 221-3 of said General Regulations.

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Phone: +33 (0)1 49 77 42 16

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