Essilor Shareholders Approve the Combination Between Essilor and Luxottica


CHARENTON-LE-PONT, France—In a vote that marks another step towards the formal combination between Essilor (Euronext Paris: EI) and Luxottica (NYSE:LUX), shareholders of Essilor conveyed “strong support” for the merger at Essilor’s Special Meeting and Combined General Meeting held yesterday at the Maison de la Mutualité. The meeting was chaired by Hubert Sagnières, the Group’s chairman and CEO, and in the presence of Leonardo Del Vecchio, executive chairman of Luxottica.

All resolutions were approved, including:
• The appointment of members of the future EssilorLuxottica Board of Directors:
- Eight members appointed by Delfin: Leonardo Del Vecchio, chairman and CEO of EssilorLuxottica; Three directors representing Delfin – Romolo Bardin, Giovanni Giallombardo and Francesco Milleri; Four additional directors – Rafaella Mazzoli, Gianni Mion, Lucia Morselli and Cristina Scocchia.
- Eight members appointed by Essilor: Hubert Sagnieres, vice chairman and deputy CEO of EssilorLuxottica; Juliette Favre, representing the employee shareholders of the Valoptec Association; Four directors of the current Essilor board of directors: Henrietta Fore, Bernard Hours, Annette Messemer and Olivier Pecoux; Two employee representative directors, to be appointed by the Central Works Council by the end of 2017.
• The contribution by Delfin (holding company owning approximately 62 percent of Luxottica shares) of all its Luxottica shares to Essilor;
• The contribution of almost all Essilor’s activities and equity interests into a wholly-owned subsidiary;
• The issue of new shares in the context of the mandatory public exchange offer, to be launched by EssilorLuxottica for the remaining Luxottica shares;
• The modified bylaws of Essilor and the future bylaws of EssilorLuxottica, including, in particular, the new corporate name “EssilorLuxottica,” the update of the corporate purpose, the cancellation of double voting rights and a new voting cap provision.

Sagnieres, chairman and CEO of Essilor, commented, “I am delighted with the outstanding support of Essilor shareholders for the planned combination between Essilor and Luxottica, which has just taken a decisive step forward. With a presence across all segments of the optical industry, the new group will provide concrete and innovative solutions to the challenge of improving the world’s eyesight.”

Noting that the combination is proceeding according to the planned timetable, Essilor said its shareholders’ vote in favor of the combination follows unanimous favorable opinions of Essilor’s Central Works Council and European Works Council and clear support for the project from the employee shareholders in the Valoptec Association. Final completion of the contribution by Delfin of its Luxottica shares to Essilor is expected to occur by the end of 2017.

The appointment of the EssilorLuxottica board will come into effect as from the completion of the contribution of the Luxottica shares from Delfin to Essilor.

Resolutions regarding the governance of Essilor International were also approved by a very strong majority. Laurent Vacherot becomes a director, the appointment of Jeanette Wong has been ratified, the mandates of Juliette Favre, Philippe Alfroid, Yi He and Hubert Sagnieres have been renewed. The board will continue to manage the activities of Essilor International and support its development during the preparation for the combination with Luxottica and after the new combined group has been created, the company said.