Essilorluxottica Combination Agreement

EssilorLuxottica and Delfin sign a settlement agreement to resolve EssilorLuxottica`s governance problems and harness the group`s potential to accelerate the integration process “I am very pleased with this result. The industrial logic of the combination is even stronger when you consider all the possibilities available to the integration committee meetings. With respect for the same power and the combination agreement, we have now found a solution to better implement this strategic combination,” comments Leonardo Del Vecchio, Executive Chairman of EssilorLuxottica. As a result of this agreement, all existing claims will be lifted and legal proceedings will be lifted, including the dolphin`s application for arbitration before the International Court of Arbitration of the International Chamber of Commerce on 27 March 2019. In accordance with Article 122 of Decree Law No. 58 of 24 February 1998 (“Italian Consolidated Financial Law”) and Article 130 of Regulation Consob No. 11971 of 14 May 1999, this document contains information on certain provisions of the interim contract (the “agreement”) between Essilor International S.A. (the “agreement”) between Essilor International S.A. (General Optics Company) (“Essilor”) and Delfin S.a. (“Delfin”) – with respect to the combination of Essilor and Luxottica Group S.p.A.

(or the “transaction” and “Luxottica”) – which fall within or may fall within the scope of the definition of the shareholders` pact under Article 122 of the Italian Consolidated Finance Act. This statement contains forward-looking statements. These forward-looking statements include, among other things, statements relating to the proposed merger of companies between Luxottica and Essilor (including the benefits, results, effects and timing of a transaction), as well as all statements about Luxotticas (and Luxotticas and Essilors combined) of future expected business, financial and commercial results. These forward-looking statements reflect Luxottica`s best judgment on the basis of information currently available, are inherently uncertain and face a large number of significant business, economic and competitive risks, of which Luxottica and Essilor may not know or cannot control it. These factors may cause Luxottica`s actual results, achievements or plans for the proposed Essilor and Luxottica combined groups to differ materially from the results, achievements or future plans expressed or implied by such forward-looking statements. Forward-looking statements are not guarantees for future benefits. Important information about the agreement, including shareholder commitments communicated to Consob in accordance with Article 122 of Decree Law No. 58 of 24 February 1998 5. Content of shareholder pact type Provisions of the MILAN/PARIS agreement (Reuters) – EssilorLuxottica`s largest shareholder and chairman has filed an arbitration motion to consider allegations of breaches of a merger agreement between the Italian and French groups, and a power-sharing dispute is intensifying. To date, the Chinese Competition Authority has not yet approved the proposed combination between Essilor and Luxottica, as this authorization is a precondition for the closure of the suit. The parties remain confident that they will be able to close the cartel and abuse of dominance proceedings in China and Turkey in the coming weeks.

The meeting is scheduled on the basis of the assumption that the combination Essilor and Luxottica will come into force on that date.

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