Luxottica Group, S.p.A. (LUX)

9. ADJUSTMENTS TO THE REGULATION IN CONNECTION WITH CERTAIN
COMPANY EVENTS AND IN CONNECTION WITH A TENDER OFFER

9.1                                 In cases not specifically regulated by this Regulation (e.g. extraordinary changes to the Company’s capital such as, for example, mergers, splits, reductions of the capital for losses due to cancellation of shares, reductions of the nominal value of the shares to cover losses, increases in the Company’s capital, for free or for a fee, grouping or splitting of shares, extraordinary dividend distributions, as well as legislative or regulatory changes or other events, including management, for example the modification of the accounting principles used to prepare the balance sheet, that may influence the EPS Target and/or the Plan), the Board of Directors, in its discretion and within the limits allowed by the laws in force from time to time, will evaluate and, if appropriate, adopt any amendments and additions to this Regulation deemed necessary or appropriate to maintain the essential and economic contents of the Plan.

9.2                                 In case a Tender Offer is launched, the Board of Directors will have the right to assign the Shares in advance with respect to the Reference Period and to determine the number of Shares relating to such assignment, taking into account the most updated financial results of the Group available. Should the Company be willing to enforce this provision, it shall communicate to the Beneficiary, by the beginning of the period of participation in the Tender Offer:

·                                          the decision to assign the Shares in advance;

·                                          the number of Shares the Beneficiary is entitled to.

The Beneficiary, by means of a communication to be done, under penalty of forfeiture, within the following 5 days, can waive the advance assignment, retaining the Units for the remaining Reference Period, on the same terms as under the Plan.

After the expiration of the 5 day term and in case the Beneficiary has not made the communication—all the conditions under the Plan, including the right to substitute the assignment with the Substitutive Amount, being confirmed—the assignment will take place in time for the Beneficiary to adhere to the OPA.

9.3                                 The grant of Units under the Plan does not, and will not in any way, affect the right or power of the Company to make changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets or to make any other restructuring transaction whatsoever.