This excerpt taken from the LUX 6-K filed Apr 16, 2007.
3. DETERMINATION OF THE COMPENSATION OF THE BOARD OF DIRECTORS FOR 2007
The Board will submit to the holders of Ordinary Shares for determination the proposal of 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.
* * *
The resolutions under paragraphs 1, 2 and 3 above require the affirmative vote of the holders of a majority of Ordinary Shares entitled to vote at the meeting.
You may cast your vote on the resolutions referred to above either by completing the enclosed Voting Instruction Card and mailing it pursuant to the instructions included therein or by attending the annual ordinary shareholders' meeting personally. Should you elect to cast your vote personally at the annual ordinary meeting, you will be required to follow the procedure established by the Company in agreement with Deutsche Bank Trust Company Americas, as depositary. According to such procedure, you will be required to provide Deutsche Bank Trust Company Americas not later than 12:00 p.m. (noon) on May 3, 2007 evidence that (i) you will be an ADS holder as of the date of the annual ordinary meeting and (ii) you have not already exercised the voting rights pertaining to the ADSs held by you by mailing the attached Voting Instruction Card. Details on how to fulfill such requirements are contained in the letters attached hereto as Annex B and Annex C.
The Company believes that the foregoing information and the attached documents will be sufficient to enable you to cast your vote in connection with each of the resolutions described above which are being submitted for your approval.
thanks and best regards,
Milan, March 5, 2007
Dear Holder of American Depositary Shares,
As noted in the enclosed Proxy Statement, at the annual ordinary shareholders' meeting of Luxottica Group S.p.A. (the "Company") which will be held on May 15, 2007 on first call (or on May 16, 2007 on second call), the Board of Directors of the Company will submit to shareholders a proposal to adopt a resolution for the distribution of a cash dividend in the amount of Euro 0.42 per American Depositary Share (each American Depositary Share represents one Ordinary Share).
The Company will pay the dividend to all holders of ADSs of record on May 23, 2007. In order to be a holder of record on May 23, 2007 and thus be entitled to such dividend, you must purchase the ADSs on or before May 18, 2007.
The dividend will be paid on May 24, 2007 in Euro, by Monte Titoli S.p.A., authorized intermediary, to all depository banks of the shareholders. For the holders of ADSs, the dividend will be paid to Deutsche Bank Trust Company Americas, as depositary of the Ordinary Shares and the issuer of the ADSs, through Deutsche Bank S.p.A., as custodian under the Deposit Agreement. Deutsche Bank Trust Company Americas anticipates that dividends will be payable to all the ADS holders commencing from and after June 1, 2007 upon satisfaction of the documentation requirements referred to below, at the U.S. Dollar/Euro exchange rate in effect on May 24, 2007.
The ADSs listed on the New York Stock Exchange will be traded ex-dividend on May 21, 2007.
Dividends paid to beneficial owners who are not Italian residents and do not have a permanent establishment in Italy to which the shares are effectively connected, are generally subject to a 27.0 percent substitute tax rate. Accordingly, the amount of the dividend paid to Deutsche Bank Trust Company Americas as depositary of the Ordinary Shares and the issuer of the ADSs, through Deutsche Bank S.p.A, as custodian under the Deposit Agreement, will be subject to such Italian substitute tax. Therefore, the amount of the dividends that the holders of ADSs will initially receive will be net of such substitute tax.
All owners of ADSs will be given the opportunity to submit to Deutsche Bank Trust Company Americas, in accordance with the procedure set forth by it, the documentation attesting to their residence for tax purposes in Italy or in countries which have entered into tax treaties with Italy, pursuant to which reduced/NIL tax rates might become directly applicable. Non Italian resident registered ADS holders, holding shares directly with Deutsche Bank Trust Americas, will receive instructions on how to obtain their tax treaty benefits by mail. If you would like further information you may contact Deutsche Bank Trust Company Americas c/o Globe Tax Services at +1.800-876-0959 or +1-212-747-9100. Beneficial ADS holders (outside of Italy) who are holding through a Bank or Broker should contact the Bank or Broker directly so that they may assist you in obtaining the documentation needed to apply for a reduced/NIL tax rate.
As soon as the required documentation is delivered by Deutsche Bank Trust Company Americas to Deutsche Bank S.p.A., such bank shall endeavor to effect repayment of the entire 27.0 percent withheld or the balance between the 27.0 percent withheld at the time of payment and the rate actually applicable to the ADS holder, as the case may be. By way of example, Italy and the United States (as well as many other countries) are parties to a tax treaty pursuant to which the rate of the tax applicable to dividends paid by an Italian resident company to a U.S. resident entitled to the benefits under the treaty may be
reduced to 15.0 percent. Therefore, U.S. resident ADS holders have the opportunity to be repaid a further 12.0 percent of the gross dividend, which is the difference between the 27.0 percent withheld at the time of payment of the dividend and the 15.0 percent substitute tax provided for by the ItalyU.S. tax treaty.
The Company recommends to all ADS holders who are interested in taking advantage of such an opportunity, that they request more detailed information as to the exact procedure to be followed from Deutsche Bank Trust Company Americas (ADR Department, Tel. +1.800.876.0959; Fax. +1.866.888.1120, attn. Gregory Lewis) or directly from the Company's headquarters in Italy (Investor Relations Department, Tel. +39.0437.644256; Fax. +39.0437.63840). Such information is also available on the Company's website www.luxottica.com.
ADS Holders with residency in Italy should refer to forms from A to G which can be downloaded from Luxottica website (www.luxottica.com). For further information please contact the local Italian Tax Agent bank, Deutsche Bank S.p.A. (sede di Piazza del Calendario, 3 Mr. Bruno Montemartini, Tel. +39 02.4024.2560 / +39 02.4024.2546 firstname.lastname@example.org or Mr. Andrea Ezio Cella, Tel. +39 02.4024.2832 / +39 02.4024.2927 email@example.com).
Please note that in order for non Italian resident ADS holders to take advantage of the accelerated tax refund (Quick Refund), the certification by the respective tax authority must be dated before May 24, 2007 (the dividend payment date in Euro) and Deutsche Bank Trust Company Americas or Deutsche Bank S.p.A. should receive the certification on or before September 21, 2007.
ADS holders are further advised that, once the amounts withheld are paid to the Italian tax authorities, the ADS holders who are entitled to a reduced tax rate may only apply to the Italian tax authorities to receive the reimbursement of the excess tax applied to the dividends received from the Company. Such procedure customarily takes years before the reimbursement is actually made. Therefore, the above-mentioned procedure, for direct application of reduced withholding rate was established by Luxottica Group in the best interest of its shareholders.