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

Major Shareholders

The following table sets forth, as of April 29, 2009, the beneficial ownership of ordinary shares by each person known by us to beneficially own two percent or more of the outstanding ordinary shares (including ordinary shares represented by ADSs):

(1)        Including 13,514,000 shares represented by ADSs, and 9,210,000 shares represented by ordinary shares. Of those, 9,010,000 ordinary shares are held directly and 200,000 ordinary shares are held indirectly through Giorgio Armani S.p.A.

(2)           Based on the ownership disclosure as reported by Harris Associates L.P. to the Company and Consob on April 9, 2008. Harris Associates L.P. has since notified Consob and the Company that as of May 27, 2009 it owned less than 2% of our ordinary shares.

The shares held by Mr. Del Vecchio and our other directors and executive officers have the same voting rights as the shares held by other stockholders.

Mr. Del Vecchio is our controlling stockholder and serves as Chairman of our Board of Directors. We are not otherwise directly or indirectly owned or controlled by another corporation or by any foreign government.

As of April 29, 2009, approximately 7.466 percent of our ordinary shares were held in the form of ADSs by approximately 18,600 record holders.

To the best of our knowledge, to date there are no arrangements which may result in a change of control of Luxottica Group S.p.A.

Related Party Transactions

Fixed Assets

In connection with the acquisition of our headquarters building in Milan, our subsidiary entered into an agreement leasing a portion of this building, consisting of approximately 1,017.3 square meters, to our Chairman for Euro 0.5 million annually. The expiration date of this lease was originally September 15, 2010. The parties agreed to terminate the contract on March 15, 2008 due to the Company’s need for additional office space. Management believes that the terms of the lease were fair to the Company.

License Agreements

We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires in December 2009. Royalties paid to RBA for such agreement were Euro 0.8 million, Euro 0.9 million and Euro 1.3 million in the years ended December 31, 2008, 2007 and 2006, respectively.

In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name was owned by RBA until November 2006 when the license was sold by RBA to a party that is unaffiliated with the Company. For the year ended December 31, 2006, royalties paid to RBA for such agreement were Euro 1.0 million.

Management believes that the terms of both of these license agreements are fair to the Company.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth, as of May 15, 2007, the beneficial ownership of ordinary shares by (1) each person (or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) known by us to own five percent or more of the outstanding ordinary shares (including ordinary shares represented by ADSs); and (2) all directors and executive officers as a group.

(1)                                Includes ordinary shares held by entities controlled by Mr. Leonardo Del Vecchio and ordinary shares represented by ADSs over which Mr. Del Vecchio controls the power to vote. See Item 6—“Directors, Senior Management and Employees—Share Ownership.”

(2)                                Includes ordinary shares represented by ADSs owned by directors and members of senior management. Excludes shares beneficially owned by Mr. Leonardo Del Vecchio.

The ordinary shares held by Mr. Del Vecchio and our other directors and executive officers have the same voting rights as the shares held by other shareholders.

Mr. Del Vecchio beneficially owns 314,803,339 ordinary shares (including any shares represented by ADSs, or approximately 68.23 percent) and serves as Chairman of our Board of Directors. We are not otherwise directly or indirectly owned or controlled by another corporation or by any foreign government.

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To the best of our knowledge, to date there are no arrangements which may result in a change of control of Luxottica Group S.p.A.

Related Party Transactions

Fixed Assets

In connection with the acquisition of our headquarters building in Milan, our subsidiary entered into an agreement leasing a portion of this building to our Chairman for Euro 0.5 million annually. The expiration date of this lease is 2010.

License Agreements

We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires in 2009. Royalties paid to RBA for such agreement were Euro 0.9 million, Euro 0.5 million and Euro 1.3 million in the years ended December 31, 2004, 2005 and 2006, respectively.

In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name was owned by RBA until November 2006 when the license was sold by RBA to a party that is unaffiliated with the Company. The license agreement expires on December 31, 2008. For the years ended December 31, 2004,  2005 and 2006, royalties paid to RBA for such agreement were Euro 0.9 million, Euro 0.9 million and Euro 1.0 million, respectively.

Service Revenues

During the years ended December 31, 2004, 2005 and 2006, U.S. Holdings performed certain services for RBA. Amounts received for the services provided were Euro 0.7 million, Euro 0.6 million and Euro 0.7 million in fiscal 2004, 2005 and 2006, respectively.

Shareholder Plan

On September 14, 2004, our Chairman and majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., now held through Delfin S.a.r.l, both Italian holding companies of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management at an exercise price of Euro 13.67 per share (see Note 10 to the Consolidated Financial Statements included in Item 18 of this annual report). The stock options to be issued under the stock option plan vested upon meeting of certain economic objectives in 2006. During 2005 and 2006, the Company recorded compensation expense of approximately Euro 19.9 million and Euro 48.0 million, respectively, and as of December 31, 2005 recorded future unearned compensation expense in equity of approximately Euro 45.8 million net of taxes, with an offsetting increase in additional paid-in capital for such amounts. As of January 1, 2006, we have adopted SFAS 123(R) in accordance with the transitional guidance as prescribed in the statement. As such, the previous unearned compensation as of December 31, 2005 of Euro 45.8 million has been charged against additional paid-in capital.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

The following table sets forth, as of June 14, 2006, the beneficial ownership of ordinary shares by (1) each person (or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) known by us to own five percent or more of the outstanding ordinary shares (including ordinary shares represented by ADSs); and (2) all directors and executive officers as a group.

(1)                                Includes ordinary shares held by entities controlled by Mr. Leonardo Del Vecchio and ordinary shares represented by ADSs over which Mr. Del Vecchio controls the power to vote. See Item 6—“Directors, Senior Management and Employees—Share Ownership.”

(2)                                Includes ordinary shares represented by ADSs owned by directors and members of senior management in addition to shares owned by Mr. Leonardo Del Vecchio.

The ordinary shares held by Mr. Del Vecchio and our other directors and executive officers have the same voting rights as the shares held by other shareholders.

Mr. Del Vecchio beneficially owns approximately 68.52 percent of our outstanding ordinary shares (including any shares represented by ADSs) and serves as Chairman of our Board of Directors. We are not otherwise directly or indirectly owned or controlled by another corporation or by any foreign government.

To the best of our knowledge, to date there are no arrangements which may result in a change of control of Luxottica Group S.p.A.

Related Party Transactions

Fixed Assets

In January 2002, a subsidiary of ours acquired certain assets for Euro 28.5 million and assumed a bank loan from “Partimmo S.a.S.”, a company owned by our Chairman. The assets acquired were a building, and all improvements thereto, for a total cost of Euro 42.0 million. We recorded these assets at their historic cost. Our headquarters are located in this building. The bank loan acquired had an outstanding balance of Euro 20.6 million on such date. In November 2004, the loan was fully repaid. In connection with the acquisition of this building, our subsidiary entered into an agreement leasing a portion of this building to our Chairman for Euro 0.5 million annually. The expiration date of this lease is 2010.

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License Agreements

We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expired on March 31, 2003 and was renewed in January 2005. The license agreement expires in 2009. For the fiscal year 2005 conditions were not changed and royalties paid to RBA for such agreement were Euro 1.1 million, Euro 0.9 million and Euro 0.5 million in the years ended December 31, 2003, 2004 and 2005, respectively.

In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name is owned by RBA, which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires on December 31, 2007. For the years ended December 31, 2004 and 2005, royalties paid to RBA for such agreement were Euro 0.9 million and Euro 0.9 million, respectively.

Service Revenues

During the years ended December 31, 2004 and 2005, U.S. Holdings performed certain services for RBA. Amounts received for the services provided were Euro 0.5 million, Euro 0.7 million and Euro 0.6 million in fiscal 2003, 2004 and 2005, respectively.

Shareholder Plan

On September 14, 2004, our Chairman and majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., an Italian holding company of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management at an exercise price of Euro 13.67 per share (see Note 10 to the Consolidated Financial Statements). The stock options to be issued under the stock option plan vest upon meeting certain economic objectives. During 2005, it became probable that the incentive targets would be met and, as such, the Company recorded compensation expense of approximately Euro 19.9 million net of taxes and recorded future unearned compensation expense in equity of approximately Euro 45.8 million net of taxes, with an offsetting increase in additional paid-in capital for such amounts.