This excerpt taken from the LUX 6-K filed Apr 16, 2007.
ANNUAL ORDINARY MEETING
Consideration of resolutions relating to:
Pursuant to the By-laws, in order to attend the meeting, shareholders must deposit, at least two days prior to the date of the meeting, the appropriate certification issued by the relevant authorized intermediaries attesting to their right to exercise shareholder rights.
The Board of Directors report regarding the Agenda and the relevant documentation relating to the items on the Agenda shall be filed at the Company's registered office and with Borsa Italiana S.p.A. as provided by law. Such documentation will also be available on the Company's website: www.luxottica.com.
The holders of the Company's American Depositary Shares listed on the New York Stock Exchange, each representing the right to receive one Ordinary Share, who wish to attend the meeting personally, should contact Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New York 10005 (attn. Duewa Brooks, ADR Department, Tel. +1 212.250.1305, Fax. +1 212.797.0327), at least fifteen days prior to the date of the meeting, in order to be informed about the requirements to be fulfilled to attend and to vote at the meeting.
Dear Holder of American Depositary Shares,
The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the shareholders for an annual ordinary meeting, to be held on May 15, 2007 on first call, or, failing the attendance of the required quorum, on May 16, 2007 on second call, in either case at 11:00 a.m., at the registered office of the Company, Via C. Cantú 2, in Milan, Italy. The Agenda of the meeting is the following:
Annual ordinary meeting:
Consideration of resolutions relating to: (1) submission of the Company's Statutory Financial Statements and the Consolidated Financial Statements as of and for the year ended December 31, 2006 and of the reports thereon of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Registered Public Accounting Firm; (2) resolution with respect to the allocation of net income and distribution of dividends from part of net income and extraordinary reserve; and (3) determination of the compensation of the Board of Directors for 2007.
By this proxy statement and the attached documentation, the Board of Directors of the Company (the "Board") wishes to provide you with details of the resolutions which the Board or the Chairman of the meeting, as the case may be, shall present on the above issues, in the order in which such resolutions will be submitted to the meeting, with a view to enabling you to cast your vote on these resolutions as described below.
On the matters to be considered at the annual ordinary meeting, each Ordinary Share shall be entitled to one vote and all holders of the ordinary shares of the Company (the "Ordinary Shares") shall vote together as a single class. The presence, in person or by proxy, of at least 50% of the voting power represented by outstanding Ordinary Shares as of the date of the meeting will constitute a quorum for the approval of resolutions at the meeting. The affirmative vote of the holders of a majority of the Ordinary Shares entitled to vote at the meeting is required to approve the resolutions relating to each item in the Agenda.
As of the close of business on the date hereof, Mr. Leonardo Del Vecchio, the Chairman of the Company, has the power to vote 314,803,339 Ordinary Shares, or approximately 68.4% of the outstanding Ordinary Shares. Such voting power enables Mr. Del Vecchio, without any additional votes, to control the approval of the resolutions to be submitted at the meeting.
Mr. Del Vecchio has advised the Company that he intends to cast all of the votes controlled by him at the annual ordinary meeting:
FOR the approval of the Company's Statutory Financial Statements as of and for the year ended December 31, 2006 and the reports thereon;
FOR the approval of the allocation of net income and the Company's payment of a gross cash dividend distribution equal to Euro 0.42 per Ordinary Share (each American Depositary Share ("ADS") represents one Ordinary Share) payable out of net income (after a deduction for the legal reserve) and a portion of the extraordinary reserve; and
FOR the approval of the aggregate compensation of Euro 94,731.00 per month for the Board, effective from the date of the annual ordinary meeting through the date of the approval of the Statutory Financial Statements as of and for the fiscal year ended December 31, 2007.
* * *
Set forth below is a description of the matters that will be submitted for approval at the annual ordinary meeting:
Under Italian law, a statement of the Company's assets and liabilities prepared on an unconsolidated basis as of the last day of its most recently completed fiscal year in accordance with certain statutory accounting requirements (the "Statutory Financial Statements") according to the International Financial Reporting Standards ("IFRS") principles must be approved by shareholders at the annual ordinary meeting of shareholders.
Under Italian law, the Statutory Financial Statements are submitted for approval by the holders of Ordinary Shares together with the reports thereon. Once approved by the holders of Ordinary Shares, the Statutory Financial Statements must be filed with the Company's Register kept by the Chamber of Commerce in Milan.
The Company does not believe that its Statutory Financial Statements are as meaningful a statement of the Company's overall financial condition as the consolidated financial statements of the Company referred to below. Accordingly, the Statutory Financial Statements are not being distributed to the holders of ADSs and such holders who will not attend the meeting personally are not being asked to direct the vote of the deposited Ordinary Shares, by mail, with respect to such Statutory Financial Statements. Nevertheless, the holders of ADSs who will attend the meeting personally and, upon fulfillment of the conditions described below are granted the right to vote thereat, also shall be entitled to direct their vote for the approval of the Statutory Financial Statements. A copy of the Statutory Financial Statements together with the reports thereon, as filed at the Company's registered office, shall be available starting from April 30, 2007 and may be obtained without charge by any holder of ADSs. Requests for copies of the Statutory Financial Statements and such reports should be sent to, or requested by telephone from, the Company's registered office, Via C. Cantú 2, 20123 Milan, Italy, Tel. +39 02 8633 4062, Fax. +39 02 8633 4062. Such documentation may be obtained also from the Company's website www.luxottica.com.
Copies of the Statutory Financial Statements and such reports also will be available at the meeting.
The consolidated financial statements reflect the activity of the Company and of the group of companies owned, directly or indirectly, by the Company. The consolidated financial statements as of and for the fiscal year ending December 31, 2006 were prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") and were audited by Deloitte & Touche S.p.A., Independent Registered Public Accounting Firm, as stated in their report thereon.
Copies of the consolidated financial statements and the reports thereon will be available at the meeting. However, no resolution of the shareholders approving the consolidated financial statements is required and, accordingly, the Board will not ask the shareholders to express their vote on this particular item of the agenda.
The holders of Ordinary Shares shall be requested to approve the proposed allocation of net income, including the proposed dividend distribution payable out of net income (after deduction for the legal reserve) and a portion of the extraordinary reserve. Italian law provides that the payment of annual dividends is subject to approval of the holders of Ordinary Shares at the annual ordinary meeting. Under Italian law, before dividends may be paid with respect to the results of any year, 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. Amounts so set aside are not available to fund dividends. The reserve requirement remains in existence until such legal reserve, including the amounts set aside during prior years, equals at least one-fifth of the nominal value of the Company's issued share capital.
The Company is permitted to distribute dividends out of net income earned by its subsidiaries to holders of Ordinary Shares only to the extent such net income has been conveyed to the Company by its subsidiaries. The Board will propose that the holders of Ordinary Shares approve the distribution of dividends in the gross amount of Euro 0.42 per Ordinary Share (each ADS represents one Ordinary Share). Last year, the Company distributed a dividend equal to Euro 0.29 per Ordinary Share. If approved, the aggregate amount payable by the Company in connection with this year's dividend will be approximately Euro 193.4 million. Please note that this amount could be subject to increase 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 annual shareholders' meeting, the aggregate amount payable by the Company in connection with the dividend would increase from approximately Euro 193.4 million to Euro 196.6 million. The funds available for the payment of the dividends would be paid out of net income available (after deduction for the legal reserve) to the Company and a portion of the extraordinary reserve. After deduction for the legal reserve, net income available to the Company for dividend distribution will be Euro 86.3 million (Euro 86.2 million in the case of exercise of all vested stock options). Therefore, the portion of the dividend distribution taken out of the extraordinary reserve will be Euro 107.1 million (Euro 110.4 million in the case of exercise of all vested stock options). At the meeting, the Board will seek approval of the foregoing proposal.
With a view to enabling all non Italian resident of the ADS holders to provide the documentation required to achieve the application of reduced Italian substitute tax on dividend, pursuant to the applicable tax treaties between Italy and other countries, the Board will propose to set May 24, 2007 as the date for payment of dividends to all holders of Ordinary Shares of record on May 18, 2007, including Deutsche Bank Trust Company Americas, as depositary on behalf of the ADS holders.
Deutsche Bank Trust Company Americas, acting as depositary with respect to the ADSs, has advised the Company that the dividend amount for each ADS holder will be paid commencing on June 1, 2007 to all such holders of record on May 23, 2007. Deutsche Bank Trust Company Americas has advised the Company that after the close of business on May 18, 2007 through and including May 23, 2007 it will close its books and will not accept deposits or cancellations of Ordinary Shares or ADSs, as applicable. Deutsche Bank Trust Company Americas shall pay such dividends in U.S. dollars by converting the Euro amount of the dividend, net of the applicable tax, at the market Euro/U.S. dollar exchange rate in effect on May 24, 2007. Attached to this Proxy Statement as Annex A you will find a letter from the Company providing information as to the procedure to be used by ADS holders who are U.S. residents, Italian residents or residents of countries having anti-double taxation treaties with the Republic of Italy for the purposes of obtaining reduced/NIL tax on dividends provided for by the Italian domestic legislation or the applicable tax treaties.