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

(a)           in favor of the Merger and the approval and adoption of the Merger Agreement; and

(b)           except for all such actions that the Company or its Board of Directors is permitted to take under the Merger Agreement, against (i) an Acquisition Proposal, other than the Merger, (ii) any action or agreement (including, without limitation, any amendment of any agreement) that would result in any condition to the consummation of the Merger set forth in the Merger Agreement not being capable of being fulfilled, (iii) any action that would result in a change in those persons constituting a majority of the Board of Directors of the Company, other than in connection with an annual meeting of the shareholders of the Company with respect to the slate of directors proposed by the incumbent Board of Directors of the Company (in which case he agrees to vote for the slate proposed by the incumbent Board) or (iv) any action that would materially impede, interfere with, delay, postpone or adversely affect in any material respect the Merger and the transactions contemplated by the Merger Agreement.

Except as expressly set forth in this Agreement, the Shareholder may vote his Shares in his discretion on all matters submitted for the vote or consent of shareholders of the Company.