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

2.  ALLOCATION OF NET INCOME

        The holders of Ordinary Shares shall be requested to approve the proposed allocation of net income on an unconsolidated basis, equal, as of December 31, 2008, to EUR 111,863,726.

        The Board of Directors approved and deemed it to be in the best interests of the Company not to distribute dividends out of its net income.

        Therefore the net income will be:

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in part set aside to the legal reserve, in an amount such that the total legal reserve shall equal at least one fifth of nominal value of the Company's issued share capital on the day of the ordinary meeting;



–

in part set aside, pursuant to article 2426, paragraph 8bis of the Italian Civil Code, to a non-distributable reserve in an amount of EUR 23,043, as the amount is due to income from exchange rate gains; and



–

for the remaining amount after the above-mentioned allocations, allocated to the extraordinary reserve.

        Under Italian law, an amount equal to 5% of net income of the Company on an unconsolidated basis for such year must be set aside to the Company's legal reserve until the total legal reserve equals at least one-fifth of the nominal value of the company's issued share capital. Based on the issued share capital of the Company as of February 28, 2009, the amount of net income that shall be set aside to the legal reserve is EUR 7,168.

        Please note that the amount mentioned above and the amount set aside to the extraordinary reserve could be subject to modification due to the issuance of additional Ordinary Shares as a consequence of the exercise of stock options by employees. In this case, assuming that all stock option beneficiaries exercised all their vested options by the date of the ordinary meeting, as of the date of the ordinary meeting the Company would have 470,301,833 Ordinary Shares issued and the amount of net income that should be set aside to the legal reserve would increase to EUR 88,812.2.