Grandvision Block Trade Agreement

EssilorLuxottica is committed to respecting the existing rights and benefits of GrandVision employees, including their individual employment contracts, collective agreements and, where appropriate, the existing employee advisory structure, redundancy plans and existing social plans and their retirement rights. Charenton-le-Pont, France (July 31, 2019 – 7:00 a.m.) – EssilorLuxottica S.A. (EssilorLuxottica), a global supplier of lenses, frames and sunglasses, is today entering into an agreement with Hal Optical Investments B.V., a wholly owned subsidiary of HAL Holding N.V., to sell HAL`s 76.72% stake in GrandVision N.V. (“GrandVision” or “Company”), a leading global optical retail company. As part of the block trade agreement, EssilorLuxottica will purchase THE shares of HAL at a price of 28 euros per share, which will be increased by 1.5% to 28.42 euros if the transaction (the “transaction”) does not take place within 12 months of the announcement date. GrandVision supports the transaction as part of a support agreement with EssilorLuxottica (the “support agreement”). EssilorLuxottica is a global supplier of lenses, frames and sunglasses. The mission, founded in 2018, is to help people around the world see more, be more numerous and live life to the fullest, meeting their evolving vision needs and personal-style aspirations. The company brings together the complementary know-how of two industry pioneers, one in advanced lens technology and the other in the crafting of iconic glasses, to set new industry standards for Diesinik and the consumer experience. Influential eyewear brands such as Ray-Ban and Oakley, lens technology brands such as Varilux┬« and Transitions┬« as well as high-end private labels such as Sunglass Hut and LensCrafters are part of the EssilorLuxottica family. In 2019, EssilorLuxottica employed more than 150,000 people and achieved consolidated sales of 17.4 billion euros.

EssilorLuxottica shares are traded on the Paris Market Euronext and are included in the Euro Stoxx 50 and CAC 40 index. Codes and symbols: ISIN: FR0000121667; Reuters: ESLX. PA; Bloomberg: EL:FP. In the event of termination of the transaction due to (i) non-compliance with the condition, approval by the competent supervisory authorities until 30 July 2021 (the “long time”) or (ii) of a breach of the agreement or a violation of EssilorLuxottica`s guarantees which results in the fact that all closing conditions are not met, EssilorLuxottica pays a termination payment of 400 million euros to HAL. If the contract is terminated due to GrandVision`s net debt of more than 993 million euros, HAL will pay EssilorLuxottica a termination compensation of 100 million euros. The rationale for the transaction is not based on the reduction of the workforce, but rather on the quality and capabilities of GrandVision`s human and physical resources. As a result, EssilorLuxottica currently does not see any significant redundancies as a result of the transaction. If future integration of activities would result in layoffs, job changes or other restructurings, all applicable consultation requirements and procedures (with workers` representatives) would be met.