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

9. ADJUSTMENTS TO THE REGULATION AND OPA

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 an OPA is launched, the Company will have the right to assign the Shares in advance with respect to the Reference Period. In this event, the Company shall determine the EPS Target to be used for the determination of the number of Shares to be assigned to the Beneficiary, by dividing the EPS Target by 36 (equal to the number of months included in the Reference Period) and by multiplying the result by the number of months between the Date of Grant (of the Units) and the date of the OPA, and the Company shall compare the result of the above operations with the total of the earnings per share ascertained, on a monthly basis, in the same period considered for the determination of the EPS Target. 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 OPA:

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the decision to assign the Shares in advance;



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the EPS Target calculated pursuant to this clause; and



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the number of Shares the Beneficiary is entitled to with respect to the EPS Target calculated pursuant to this clause.

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.