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This excerpt taken from the LUX 6-K filed Jun 4, 2008. II. LUXOTTICA GROUP STRUCTURE AND OWNERSHIP
Luxottica Group has the following structure:
· a Board of Directors (the “Board of Directors” or the “Board”), which manages the company; · a Board of Statutory Auditors that supervises: (i) compliance with law and with the Company’s by-laws; (ii) the Organization Principles; (iii) the adequacy of the organizational structure for the administrative, decision-making and internal auditing processes, as well as the internal audit system’s ability to provide financial statements prepared in accordance with generally accepted accounting principles; (iv) the ability to comply with the Company Law and with the Code of Conduct promulgated by Borsa Italiana and/or trade associations with which the Group has publicly declared to comply; and (v) the fairness of the Codes of Conduct imposed by the Group on its subsidiaries pursuant to Article No. 114, subsection 2 of the TUF. · Shareholders have the power to approve, at the ordinary and/or extraordinary general meetings (the “Shareholders Meeting”): (i) the appointment and/or removal of members of the Board of Directors and the Board of Statutory Auditors, as well as the process by which their compensation packages are determined; (ii) the audited annual financial statements and retained earnings; and (iii) amendments to Luxottica’s By-Laws (the “By Laws”). · The audit process is carried out by an audit company (the “Auditor”) registered with the CONSOB Register and appointed by the Shareholders Meeting.
The power and the responsibilities of the Board of Directors, the Board of Statutory Auditors, the shareholders at the Shareholders Meeting and the Auditor are detailed in the following pages of this document.
Luxottica’s authorized share capital consists of registered, fully-paid voting shares (each, an “Ordinary Share”), entitled to full voting rights at ordinary and extraordinary general meetings of shareholders.
As of February 29, 2008, the outstanding share capital was equal to Euro 27,767,017.20, which represents a total of 462,783,620 shares with a book value equal to Euro 0.06 per share.
There are no restrictions on the transferability of the shares.
No securities have special controlling rights.
No treasury shares are held in the Company’s balance sheet. However, the Group’s U.S. subsidiary, Arnette Optic Illusions Inc., a subsidiary of Luxottica U.S. Holdings Corp. (“U.S. Holdings”), owns and controls 6,434,786 Ordinary Shares.
According to the Company’s most recent records, the Company’s shareholders with an equity holding equal to or greater than 2% are the following: Delfin S.a.r.l., with 314,403,339 shares equal to 67.94% of the Share Capital; Deutsche Bank Trust Company Americas, with 44,894,158 shares equal to 9.70% of the Share Capital (held in a Deposit Facility for the holders of American Depositary Receipts (“ADRs”) which trade in the U.S. market); and Giorgio Armani, with 4.91% of the Share Capital (9,210,000 Ordinary Shares and 13,514,000 ADRs).
The Company is not subject to any restriction on the activities and/or coordination of its management.
Pursuant to Article No. 2497 sexies, the Board has performed an assessment of Delfin S.a.r.l.’s involvement in the Company as a significant shareholder and has concluded that, from an operational and business perspective, ther is no common managing interest between Delfin S.a.r.l. and Luxottica Group and any of its subsidiary companies.
More details regarding these stock option plans can be found in the Group’s Consolidated Financial Statements as well as on the Company’s website, under the Investor Relations section.
The Group is not aware of any formal shareholder agreements as stated in the Article No. 122, TUF.
The Board does not have a proxy to increase the Share Capital as stated in the Article No. 2443 of the Italian Civil Code.
With respect to a change of control of the Group, the following should be noted:
As of October 12, 2007, Luxottica Group and its subsidiary, U.S. Holdings, entered into a US$ 1.5 million term facility agreement (the “Term Loan”) with Citibank N.A., Intesa Sanpaolo S.p.A., Bayerische Hypo- und Vereinsbank AG (part of UniCredit Markets and Investment Banking), The Royal Bank of Scotland plc, Bank of America, N.A, BNP Paribas SA, and Calyon S.A., ING. The Term Loan redemption will be on the October 12, 2012.
The Term Loan has a prepayment option that can be exercised if: (1) third parties, not related with a member of the Del Vecchio family, gain controlling rights of the Group; and (2) if the bondholders reasonably believe that these third parties do not or will not have the means to repay the full amount of the outstanding Term Loan.
As of October 12, 2007, U.S. Holdings entered into a US$ 500 million bridge facility agreement (the “Bridge Loan”) with Bank of America and Unicredito. The Bridge Loan redemption will be on July 14, 2008.
The Bridge Loan has a prepayment option that can be exercised if: (1) third parties, not related with a member of the Del Vecchio family, gain controlling rights of U.S. Holdings; and (2) if the bondholders reasonably believe that these third parties do not or will not have the means to repay the full amount of the outstanding Bridge Loan.
As of June 3, 2004, Luxottica Group and U.S. Holdings entered into a ? 1.13 billion and US$ 325 million facilities agreement (the “Facilities Loan”) with Banca Intesa, Bank of America, Citigroup Global Markets Limited, Royal Bank of Scotland, Mediobanca - Banca di Credito Finanziario S.p.A. and Unicredito. The Facilities Loan redemption will be on March 10, 2012.
The Facilities Loan has a prepayment option that can be exercised if: (1) third parties, not related with a member of the Del Vecchio family, gain controlling rights of the Group; and (2) if the bondholders reasonably believe that these third parties do not or will not have the means to repay the full amount of the outstanding Facilities Loan.
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