Essilor Delfin Combination Agreement

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In light of this agreement, Valoptec decided to withdraw the proposal to appoint an additional director of EssilorLuxottica, presented on 18 April 2019, at the general meeting convened for 16 May 2019, and to vote against the proposals of some institutional investors in favour of the appointment of two other directors. Valoptec`s representative on the board of directors of EssilorLuxottica will join the company`s strategic and integration committees. He was responding to a delfin communication last week in which he denounced “violations of agreements and behaviours contrary to the spirit of cooperation” that were the basis of the merger between Essilor and Luxottica. From 5 November 2018 – before the first general meeting of the combined group – Del Vecchio wanted to “unilaterally delegate his role as ceo of EssilorLuxottica to Mr Francesco Milleri”, in reference to Del Vecchio`s long-standing collaborators. “Since then, he has hinted that he wants to change the balance of power defined in the combination agreements,” he added. 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. The agreement was originally signed in January 2017, although the actual merger was delayed by about a year by investigations by competition authorities and was concluded on 1 October 2018. “I am very happy 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. This press release does not constitute an offer to sell or exchange or an invitation to purchase or exchange securities or is part of that offer.

This communication should not be considered a recommendation that a person should or should not purchase securities or not. As part of the proposed transaction, (A) Essilor intends to: (i) submit to the AMF a prospectus and other relevant documents relating to the listing of its shares to be issued in return for Delfin`s contribution to its Luxottica shares – (ii) with the Italian CONSOB, an exchange document and other relevant documents relating to the public offering of exchange for Luxottica`s shares and (iii) important documents relating to the proposed transaction, including a registration statement on Form F4, a prospectus relating to the proposed transaction, a submission statement regarding Schedule TO and other relevant documents, and (B) Luxottica intends to submit to the SEC an invitation/recommendation statement regarding schedule 14D-9. INVESTORS AND SECURITY GUARDS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE AMF, THE CONSOB AND THE SEC, INCLUDING THE PROSPECTUS AND THE EXCHANGE OFFER DOCUMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN INFORMATION ABOUT THE PROPOSED TRANSACTION.