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

Extraordinary meeting:

Consideration of resolutions relating to:
Proposed amendments to articles 10, 11 and 23 of the By-Laws.

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 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 for the ordinary part of the meeting.

         On the matter to be considered at the extraordinary meeting, each Ordinary Share shall be entitled to one vote and all holders of the Ordinary Shares of the Company shall vote together as a single class. On first call, the presence, in person or by proxy, of at least 50% of the share capital as of the day of the meeting will constitute a quorum for the approval of resolutions at the meeting. On second call, the presence, in person or by proxy, of more than one third of the share capital as of the date of the meeting will constitute a quorum for the approval of the resolutions at the meeting. On first call and on second call the affirmative vote of the holders of the Ordinary Shares representing at least two thirds of the Ordinary Shares entitled to vote at the meeting is required to approve the resolution relating to each item in the Agenda for the extraordinary part of the meeting.

         As of the close of business on the date hereof, Mr. Leonardo Del Vecchio, the Chairman of the Company, has the power to vote 314,403,339 Ordinary Shares, or approximately 67.9% 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 ordinary meeting:

         FOR the approval of the Company's Statutory Financial Statements as of and for the year ended December 31, 2007.

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         FOR the approval of the allocation of net income and the Company's distribution of a gross cash dividend equal to Euro 0.49 per Ordinary Share (each American Depositary Share ("ADS") represents one Ordinary Share) payable out of net income (after setting aside the amount for the legal reserve).

         FOR the approval of the aggregate compensation of Euro 94,731 per month for the Board, effective from the date of the ordinary meeting through the date of the approval of the Company's Statutory Financial Statements as of and for the fiscal year ended December 31, 2008.

         FOR the approval of an incentive compensation plan in accordance with article 114 bis, legislative decree n. 58/1998.

         FOR the approval of a share buy-back program and subsequent dispositions of treasury shares.

         Mr. Del Vecchio has advised the Company that he intends to cast all of the votes controlled by him at the extraordinary meeting:

         FOR the approval of the amendments to articles 10, 11 and 23 of the By-Laws.

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         Pursuant to Italian law, certain matters, such as the amendment of the By-Laws, may only be authorized by a resolution adopted at a so-called "extraordinary shareholders' meeting." In addition to the different vote required for the adoption of the resolutions indicated above, an extraordinary meeting differs from an ordinary meeting in that the minutes of the meeting constitute a public deed.

         Set forth below is a description of the matters that will be submitted for approval at the ordinary meeting:

EXTRAORDINARY MEETING

        Consideration of resolutions relating to:

1.

Increase from 12 to 15 of the maximum number of Directors to serve on the Board of Directors and amendment of art. 17 of the By-laws;

2.

Approval of a capital increase in an amount up to a maximum of Euro 1,200,000.00, to be reserved for grants under the 2006 Stock Option Plan to employees of the Group, as to which the pre-emptive rights of the shareholders pursuant to Italian law (Section 2441, paragraph 8, of the Italian Civil Code and Section 134 of Legislative Decree No. 58/1998) shall not be applicable; and

3.

Amendments of articles 12, 13, 17, 18, 19, 20, 23, 26, 27 and 28 of the By-laws in compliance with Italian Law n. 262/2005.

EXTRAORDINARY MEETING

Consideration of resolutions relating to:

1.

Increase from 12 to 15 of the maximum number of Directors to serve on the Board of Directors and amendment of art. 17 of the By-laws;

2.

Approval of a capital increase in an amount up to a maximum of Euro 1,200,000.00, to be reserved for grants under the 2006 Stock Option Plan to employees of the Group, as to which the pre-emptive rights of the shareholders pursuant to Italian law (Section 2441, paragraph 8, of the Italian Civil Code and Section 134 of Legislative Decree No. 58/1998) shall not be applicable; and

3.

Amendments of articles 12, 13, 17, 18, 19, 20, 23, 26, 27 and 28 of the By-laws in compliance with Italian law n. 262/2005.