DIRECTOR'S CHARTER (Established by the Board of Directors on 18 November 2003 and amended by the respective Boards of Directors on 27 January 2005, 26 November 2009, 25 November 2010, 24 November 2011, 27 November 2012, 25 November 2013 and 25 November 2014) This charter sets out the rights and obligations of the Directors. First of all, it is reminded that the Directors have the same powers, are subject to the same obligations and incur the same responsibilities, except for specific provisions applicable to a Director representing employees (see hereafter). Each Director will comply with this Charter. KNOWING AND RESPECTING STATUTORY DOCUMENTS Each member of the Board confirms that he or she has acquainted himself or herself with: the Company articles; the rules of procedure; the legal and statutory documents applying to French limited liability companies with a Board of Directors and, in particular: the rules limiting the plurality of offices; the rules on agreements and transactions between a Director and the Company; the definition of the powers of the Board of Directors; the AFEP /MEDEF Code dated of June 2013. as well as the rules on the possession and use of privileged information, discussed in more detail below and set out in the memorandum on stock trading restrictions. RESPECTING THE COMPANY'S INTERESTS AND DUTY OF LOYALTY Directors must act in the interests of the Company and all its shareholders in all situations. Directors are obliged to inform the Board of any, even potential, conflicts of interest, and abstain from participating in a vote and even in any corresponding discussions including the work of the special committees. The involvement of the Director in a transaction to which the Company or any other Group Company has a direct interest should be brought to the attention of the Board prior to its conclusion. A Director cannot be involved, personally, in an operation in which the Company or any other Group Company is involved without informing the Board prior to such involvement. A Director must inform the Board of Directors in an annual statement about the offices and positions held in other companies and/or conflict of interests (even potential) he has. DUTY OF DILIGENCE Directors must devote the necessary time and attention to their duties. * This document is not part of the articles of Essilor International and is not binding on third parties. It cannot be invoked by third parties or shareholders against Essilor International or its executive officers.
They must limit the number of their offices to ensure their availability. They will keep the board informed of offices held on other French or foreign companies and committees of the Board they are part of. Executive directors must also have the Board of directors agreement before accepting any new mandate in a listed company. Each Board member undertakes to diligently: attend all Board meetings, if necessary by videoconference, limiting any absences to those for unavoidable reasons. In order to enable all Board members or guests to benefit fully from the information made available during Board meetings and to contribute to effective discussions, Directors will give any presentations the necessary attention; by attending, as far as possible, all general shareholder meetings; by attending the meetings of any subcommittees they are part of; by resigning when they are no longer able to fulfil their duties with the necessary diligence. DIRECTORS' INFORMATION RIGHTS Each Director is entitled to: receive any further training that appears necessary for the performance of a Director's duties, from the moment of appointment through to the end of the director's term. This right is notably applicable to a Director representing employees. Such training sessions will be organised, proposed and paid for by the Company; As part of the integration process, each new Director may receive a training plan tailored in terms of skills, experience and knowledge of the industry and the Company; this integration process, which may include site visits, is developed jointly by the Director concerned and the Company at the time of his/her appointment. receive any relevant information about the Group; meet with the Group's managers with Management not present, but keeping Management informed prior to such meetings; attend meetings to allow for more in-depth study of matters at hand. DUTIES OF DISCRETION AND CONFIDENTIALITY Directors undertake to not speak in a personal capacity about matters discussed by the Board, outside internal Board meeting discussions. Outside the Company, only a collective expression is permitted, in particular, in the form of releases for the purpose of share market information. With regard to non-public information acquired in the exercise of their duties, Directors must consider themselves bound by full professional confidentiality rules, beyond the simple duties of discretion listed in Art. L 225-37, paragraph 4, of the French Commerce Code. The duty of discretion also applies to all persons requested to attend Board meetings, and extends to any confidential information, for example information made available by the Board Chairperson. Beyond their legal obligations and to ensure the quality of Board 2
discussions, all information provided to the Board and the opinions expressed should remain strictly confidential. This obligation, which concerns the debates, the deliberations of the Board and of its Committees as well as the information and documents disclosed or communicated, applies as a principle, regardless whether that the Chairman has explicitly stated or not that confidential information. Board members are not entitled to use such information, including for the benefit of a third party for any reason whatsoever. They take all appropriate measures to ensure that confidentiality is maintained. STOCK EXCHANGE CODE OF ETHICS Principles Directors may use privileged information as defined in Articles 621-1 to 621-3 of the French Financial Markets Authority (AMF) regulation only in the exercise of their duties. Under no circumstances may such information be disclosed to third parties outside the exercise of the Director's mandate or for purposes or activities other than those for which it was obtained. Directors may not carry out any transactions, or cause or allow others to make any transactions, in connection with shares of the Company based on such information, so long as the information has not been made public. Directors are personally responsible for ascertaining the privileged nature of any information they hold and consequently to allow or disallow any use or transmission of such information to carry out a transaction in Essilor International shares or to cause such a transaction to be effected. The Board members are invited to refer to the memorandum on stock trade restrictions that any insider must comply with. Holding of a minimum number of shares Each Director, appointed by the shareholders general meeting 1, must own a minimum of 1.000 Company shares in accordance with article 13 of the Articles of incorporation. It is the Director's own decision whether or not to register these shares in his/her own name. However such shares must not be purchased during a black-out period highlighted in red on the enclosed calendar. As mentioned in the Director's Charter and the memorandum about stock trading restrictions, any transactions with Essilor International shares carried out by a Director (including the purchase of Director's shares to comply with the provisions of Article 13) must be disclosed to the AMF within 5 days. When the shares of a company are listed on a regulated market, pursuant to Article L.225-209 of the French Commerce Code, the executive officers of the Company must register or deposit with a custodial account operator for financial instruments in the sense of Article L.211-3 of the French Monetary and Financial Code (for example, a financial institution or investment company): - any shares belonging to themselves or their minor children, as well as their respective spouses, provided they are not legally separated, - issued by the company itself, any of its subsidiaries, the parent company or any other subsidiaries of the parent company. 1 A Director representing employees is not required to hold shares (article L.225-25 of the French commercial code). 3
In case of such non-compliance, the voting rights and dividend rights will be suspended automatically until the situation is regularised. Black-out periods In addition to the period before the publication of any privileged information known to them, during which insiders must abstain from any dealing in Company shares under the law, Directors must also abstain from any dealing in Company shares during the periods of: - 30 calendar days before the publication dates of the consolidated annual financial statements, consolidated half-yearly financial statements and, if applicable, the consolidated quarterly financial statements (currently not applicable for Essilor); and - 15 calendar days before the publication dates of the quarterly financial results, in accordance with the black-out period calendar they receive at the beginning of each year together with the memorandum on stock trading restrictions applicable to Essilor International containing up to date information on any new legislation or relevant new recommendations or suggestions. When executive Directors of listed companies arrange programmed share trading mandates, the AMF considers that they benefit from a rebuttable presumption of not having engaged in insider misconduct. It is up to each executive Director to assess the opportunity to put such a mandate in place the implementation of which may be executed during black-out periods (subject to compliance with conditions laid down by AMF). Prohibition of insider trading Directors have been informed of the current provisions on the holding of privileged information and prohibited insider trading: Article L.465-1 of the French Monetary and Financial Code. Please refer to memorandum on stock trading restrictions for any further information. Restrictions on the sale of options or performance shares for managing executive officers In accordance with Articles L.225-185 and L.225-197-1 of the French Commerce Code, the Board of Directors stipulates the number of registered options or shares that managing executive officers (Chairperson of the Board of Directors, Chief Executive Officer and, if applicable, Chief Operating Officer) must hold until the end of their mandates in the case of Essilor, this is as follows: - so-called free performance shares: one third of the shares that were definitely awarded; - options for the subscription of or purchase of shares: one third of the remaining number of shares issued following any exercise of options to subscribe for shares, after any immediate disposal of shares necessary to ensure the acquisition of the shares and payment of any taxes due on the resale of any of the shares. However, the reinvestment applies only to up to the equivalent of two years salary in company shares. Executive Directors are required to comply with the black-out period under the aforementioned conditions. Individual trading in company shares by officers and persons closely connected with them Pursuant to Article 621-18-2 of the French Monetary and Financial Code, Articles 223-22 and 223-23 of the AMF Regulation, the AMF application instruction 2006-05 of 3 February 2006 and the latest issue of Questions and Answers by the AMF of 8 July 2013: 4
each Director undertakes to disclose immediately to the Company (or, in the case of programmed trading mandates, cause to be disclosed) through the shareholding department at Essilor, any trading of shares or financial instruments of the issuer, carried out by the Director or any person closely connected with him or her, in order to allow the issuing company to notify such trading individually and to publish such transactions in a communication within the stipulated timeframes. A person closely connected with the Director is understood to be: - the spouse, not legally separated, or de facto spouse under national legislation, - dependent children or any other relative having lived in the same household for one year on the transaction date, - any legal person, fiduciary, trust or partnership managed by either the Director personally, or by a person closely connected with him/her or directly or indirectly controlled by that person or set up for the benefit of that person or the economic interests of which are substantially equivalent to those of that person. Transactions to be disclosed are: - any purchase, disposal, subscription, exchange or loan of shares; - transactions involving these shares or fixed-term financial instruments as well as subscriptions or purchases arising from the exercise of any share subscription or purchase options, even if the shares obtained in this way are then not disposed of; - purchase/sale transactions realised at the end of the year; - the exercise of convertible or exchangeable options connected with an obligation on the issuer; - transactions realised for the account of an officer by an intermediary within the framework of and in accordance with a portfolio management standing order (to be disclosed by the authorised agent); - disposal or acquisition of bare-ownership of shares; - dividend payments in shares; - disposal of shares received by way of a gift, inter vivos distribution or inheritance; - disposal of so-called free performance shares at the end of the holding period. This provision does not apply to: - "free" performance shares at the point of their allocation; - acquisition of shares received as a gift, inter vivos distribution or as an inheritance; - share transfers as part of a merger, divestment or partial asset transfer; - shares put forward as security; - allocations of share usufructs; or - transactions carried out by legal social agents within the group to which they belong. 5