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

Merger Agreement with Oakley

On June 20, 2007, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oakley and Norma Acquisition Corp., an indirect wholly-owned subsidiary of Luxottica formed for the purpose of effecting the transactions contemplated by the Merger Agreement, pursuant to which we acquired all of the outstanding equity interests of Oakley. Pursuant to the Merger Agreement, Norma Acquisition Corp. was merged with and into Oakley with Oakley surviving as an indirect wholly-owned subsidiary of Luxottica. At the effective time of the merger, each outstanding share of Oakley’s common stock was converted into the right to receive U.S.$29.30 per share in cash without interest, and each outstanding option was converted into the right to receive U.S.$29.30 per share in cash less the applicable exercise price of such option for each share of common stock underlying such option. The transaction closed on November 14, 2007.

Merger Agreement with Oakley

On June 20, 2007, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oakley, a developer, manufacturer and distributor of performance optics products including sunglasses, prescription eyewear, goggles and electronically-enabled eyewear, and Norma Acquisition Corp., an indirect wholly-owned subsidiary of Luxottica Group S.p.A. formed for the purpose of effecting the transactions contemplated by the Merger Agreement, pursuant to which we acquired all of the outstanding equity interests of Oakley. Pursuant to the Merger Agreement, Norma Acquisition Corp. was merged with and into Oakley with Oakley surviving as an indirect wholly-owned subsidiary of Luxottica. At the effective time of the merger, each outstanding share of Oakley’s common stock was converted into the right to receive U.S.$29.30 per share in cash without interest, and each outstanding option was converted into the right to receive U.S.$29.30 per share in cash less the applicable exercise price of such option for each share of common stock underlying such option. The transaction closed on November 14, 2007.

Merger Agreement with Oakley

On June 20, 2007, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oakley, a developer, manufacturer and distributor of performance optics products including sunglasses, prescription eyewear, goggles, and electronically enabled eyewear, and Norma Acquisition Corp., an indirect wholly-owned subsidiary of Luxottica Group S.p.A. formed for the purpose of effecting the transactions contemplated by the Merger Agreement, pursuant to which we will acquire all of the outstanding equity interests of Oakley.  Pursuant to the Merger Agreement, Norma Acquisition Corp. will be merged with and into Oakley with Oakley surviving as an indirect wholly-owned subsidiary of Luxottica.  At the effective time of the merger, each outstanding share of Oakley’s common stock will be converted into the right to receive U.S.$29.30 per share in cash without interest, and each outstanding option will be converted into the right to receive U.S.$29.30 per share in cash less the applicable option exercise price of such option for each share of common stock underlying such option.  The transaction is expected to close in the second half of 2007. Completion of the merger is subject to customary closing conditions, including, among others: (i) approval by Oakley’s shareholders; (ii) the receipt of antitrust approvals, or the expiration or termination of the applicable waiting period, under the Hart-Scott-Rodino Antitrust Improvements Act and under certain non-U.S. laws; (iii) the absence of any order or injunction prohibiting the consummation of the merger; and (iv) the receipt of all requisite consents from governmental entities.

The Merger Agreement contains certain termination rights for both Oakley and us. The Merger Agreement provides that, in certain specified circumstances, Oakley must pay us a termination fee of U.S.$69 million (generally in the event the Board of Directors of Oakley changes its recommendation that its shareholders approve the principal terms of the Merger Agreement and the merger or elects to pursue a superior acquisition proposal from a third party). The Merger Agreement also obligates us to pay Oakley a termination fee of U.S.$80 million under specified circumstances where requisite antitrust approval has not been received.