The set of resolutions has been widely adopted
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A new step forward in the rapprochement between Essilor and Luxottica
The dividend of Essilor is set at 1.50 per share, a growth of 35%
(Charenton-le-Pont, France, may 11, 2017 18: 30) The special Assembly and the annual general Meeting of Essilor International were held today at the Maison de la Mutualité in Paris, chaired by Hubert Sagnières, Chairman and ceo of the Group, and in the presence of Leonardo Del Vecchio, Executive Chairman of Luxottica.
A frank support to the rapprochement between Essilor and Luxottica
The shareholders of Essilor approved all of the resolutions proposed at the two meetings, including those relating to the proposed merger between Essilor and Luxottica. The shareholders have approved :
The designation of the members of the future Board of directors of EssilorLuxottica*
-Eight members appointed by Delfin :
Leonardo Del Vecchio, President 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 Sagnières, Vice-President and Chief operating officer of EssilorLuxottica ;
Juliette Favre, representing the shareholders employees of the association Valoptec;
The four directors of the current Board of directors of Essilor : Henrietta Fore, Bernard Hours, Annette Messemer and Olivier Pécoux.
Two directors representing employees, who shall be designated by the central Committee of the business by the end of 2017.
The contribution to Essilor by Delfin, the holding company owning approximately 62% of the shares Luxottica, of all of its shares Luxottica ;
The subsidiary of substantially all of the activities and investments of Essilor ;
The issuance of new shares in the framework of the public offering of mandatory exchange which will be initiated by EssilorLuxottica* and for the shares Luxottica outstanding ;
The removal of double voting rights ;
The articles of association of intermediate and Essilor the draft future statutes of EssilorLuxottica*, including, in particular, the new corporate name ” EssilorLuxottica “, update of the social object, the abolition of double voting rights and the introduction of a cap on voting rights.
Hubert Sagnières, Chairman and Group managing Director of Essilor, said : “I am delighted with the broad support of the shareholders of Essilor to the proposed merger with Luxottica who comes for taking a decisive step. By being present in all fields of optics the new Group will bring concrete solutions and innovative ideas to the issues of improvement of vision in the world. ”
The vote of these resolutions marks a new and important step in the progress of the project of rapprochement between Essilor and Luxottica, to create a leading global player in the optical, combining recognised expertise and complementary of the two groups.
* Essilor will be renamed “EssilorLuxottica” and the Board of Directors of EssilorLuxottica will take office from the completion of the contribution of the shares Luxottica by Delfin at Essilor
The favorable vote of the shareholders of Essilor on the approximation made following the favourable opinions unanimous opinion of the central works council and the european works Committee of Essilor and the swiss franc support expressed for this project by the shareholders, employees federated in the Association Valoptec. The operation thus continues to advance according to schedule. The final completion of the contribution of shares Luxottica that Delfin has, Essilor is scheduled for the end of 2017.
Essilor International, a board of directors renewed
In addition, the resolutions relating to the governance of Essilor International were approved by a very large majority : Laurent Vacherot becomes a director, the appointment of Jeanette Wong is ratified and the mandates of Juliette Favre, Philippe Alfroid, Yi He, and Hubert Sagnières are renewed. The Board of directors and comprised of Hubert Sagnières, and this in its entirety on the occasion of this general assembly, will continue to drive the activities of Essilor International and to support its development, in the context of the preparation of the merger with Luxottica and then when the new combined Group will be created.
The rate of feminisation of this council reached 42.9 per cent. The rate of independence amounted to 63.6%*. It is made up of 6 nationalities (German, American, Canadian, Chinese, French and Singaporean).
About Essilor
Essilor is the world leader in ophthalmic optical products. From design to manufacture, the group develops extensive ranges of lenses to correct and protect eyesight. Its mission is to improve the vision to improve the life. Thus, the group devotes more than € 200 million per year in research and innovation to propose products always more performing. Its flagship brands are Varilux®, Crizal®, Transitions®, EyezenTM, Xperio®, Foster Grant®, BolonTM and Costa®. Essilor develops and markets equipment, instruments and services designed for optical professionals. Essilor has achieved a consolidated net sales of more than 7.1 billion euros in 2016 and employs approximately 64 000 employees. The group, which distributes its products in over one hundred countries, has 33 factories, 490 laboratories prescription centres and edging-mounting as well as 5 research and development centres in the world (as of 31 December 2016). For more information, visit the website www.essilor.com.
The action Essilor is listed on the Euronext Paris market and is part of the indexes Euro Stoxx 50 and CAC 40.
Codes : ISIN : FR0000121667 ; Reuters : ESSI.PA ; Bloomberg : EI:FP.
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