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This excerpt taken from the LUX 6-K filed Nov 19, 2009. Milan, Italy, November 13, 2009 In
accordance with article 144-bis,
paragraph 4, of the Regulations for
Issuers released by Consob under Resolution no. 11971/99, Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX)
announced today that the share buyback program approved at the Shareholders
Meeting on May 13, 2008 expired today. The 2008 program provided for the buyback of a maximum of 18,500,000 ordinary shares in the Company for a period of 18 months.
Under the 2008 program, launched on September 21, 2009, Luxottica Group S.p.A. purchased an aggregate amount of 1,325,916 treasury shares, on the Milan Stock Exchanges Mercato Telematico Azionario (MTA) at an average unit price of Euro 17.13, for an aggregate amount of Euro 22,714,251.
In parallel, Luxottica Groups subsidiary Arnette Optics Illusions Inc. sold during the same period on the MTA an aggregate amount of 1,177,517 treasury shares, at an average unit price of Euro 17.34, for an aggregate amount of Euro 20,412,346.
Luxottica Group S.p.A. also announced today the launch on November 16, 2009, of the new share buyback program approved at the Shareholders Meeting on October 29, 2009, which, like the 2008 program, is intended to provide the Company with treasury shares to efficiently manage its share capital and to implement its Performance Shares Plan. The 2009 program provides for the buyback of a maximum of 18,500,000 ordinary shares in the Company, currently representing 3.99% of the share capital, for a maximum aggregate amount of Euro 370,000,000, for a period of 18 months.
In parallel with the purchases of shares by the Company, Arnette Optics Illusions Inc. will sell on the MTA the 5,257,269 Luxottica Groups treasury shares it still owns.
As a result, Luxottica Group will have direct control of a number of shares equal to those currently indirectly controlled through its subsidiary. The transactions will be substantially neutral from an economic and financial standpoint.
This excerpt taken from the LUX 6-K filed Nov 4, 2009. Milan, Italy November 3, 2009 - With reference to the share buyback program
launched on September 21, Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX)
announced today that an aggregate amount of 335,916 treasury shares were
purchased on the Milan Stock Exchanges Mercato Telematico Azionario (MTA)
during the month of October, at an average unit price of Euro 17.70, for an
aggregate amount of Euro 5,946,455.
In parallel, Luxottica Groups subsidiary Arnette Optics Illusions Inc. sold during the month of October on the MTA an aggregate amount of 448,413 treasury shares, at an average unit price of Euro 17.77, for an aggregate amount of Euro 8,022,426.
From the beginning of the program, Luxottica Group purchased an aggregate total amount of 565,916 treasury shares, at an average unit price of Euro 17.77, for an aggregate amount of Euro 10,053,596. In parallel, Luxottica Groups subsidiary Arnette Optics Illusions Inc. sold an aggregate total amount of 677,517 treasury shares, at an average unit price of Euro 17.89, for an aggregate amount of Euro 12,120,881.
This excerpt taken from the LUX 6-K filed Nov 2, 2009. Milan, Italy,
October 29, 2009
- The Board of Directors of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a global leader in the design,
manufacturing and distribution of fashion, luxury and sports eyewear, approved
today its consolidated financial results for the third quarter and nine-month
period ended September 30, 2009, in accordance with U.S. Generally
Accepted Accounting Principles (U.S. GAAP) and with International Financial
Reporting Standards (IFRS).
Third quarter 2009 This excerpt taken from the LUX 6-K filed Oct 2, 2009. Milan,
Italy - October 1, 2009 - With reference to the share
buyback program launched on September 21, Luxottica
Group S.p.A. (NYSE: LUX; MTA: LUX) announced today that an aggregate amount of
230,000 treasury shares were purchased on the Milan Stock Exchanges Mercato
Telematico Azionario (MTA) during the month of September, at an average unit price
of Euro 17.857 and for an aggregate amount of Euro 4,107,141.
In parallel, Luxottica Groups subsidiary Arnette Optics Illusions Inc. sold during the month of September on the MTA an aggregate amount of 229,104 treasury shares, at an average unit price of Euro 17.889 and for an aggregate amount of Euro 4,098,455.
This excerpt taken from the LUX 6-K filed Sep 18, 2009. Milan, Italy - September 18, 2009 - The Board of Directors of Luxottica Group S.p.A.
(MTA: LUX; NYSE: LUX), a global leader in the design, manufacturing
and distribution of fashion, luxury and sports eyewear, met today in Milan.
Andrea Guerra, chief executive officer of Luxottica Group, commented: During the first eight months of this year, the Group posted positive results and strong cash flow generation, including a record Euro 260 million for the second quarter alone. This performance further strengthened our balance sheet and puts us in a position to look more positively towards the year-end. Consequently, we believe that this is the right time for our shareholders to share in these results, since they believed in our Group even during a year as challenging as 2009.
The Board of Directors today scheduled the Companys Ordinary Shareholders Meeting for October 29, 2009, on first call, and for October 30, 2009, on second call. At the Meeting, the Board of Directors will propose to shareholders the payment of a dividend of 0.22 per ordinary share, resulting in a total dividend payment of over 100 million.
Based on the timetable established by Borsa Italiana, the Milan Stock Exchange, once approved by Shareholders, the dividend will be paid in Euro to holders of ordinary shares on November 26, 2009. Deutsche Bank Trust Company Americas, the depositary of Luxottica Groups ordinary shares represented by American Depositary Receipts (ADRs), will pay the dividend in U.S. dollars to ADR holders on December 4, at the Euro/U.S. dollar exchange rate of November 27, 2009. The ex-dividend date for both holders of ordinary shares and ADRs will be November 23, 2009.
§
Luxottica Group also announced the launch on September 21, 2009, of the share buyback program approved by Shareholders at the May 13, 2008, Shareholders Meeting to implement its Performance Shares Plan. The program will allow the purchase on the Milan Stock Exchanges Mercato Telematico Azionario (MTA) by the Company, in accordance with Article 144-bis, paragraph 1, letter b) of the Regulations for Issuers released by Consob under Resolution no. 11971/99, of a number of shares equivalent to the 6,434,786 treasury shares currently held by its subsidiary Arnette Optics Illusions Inc. (Arnette). In parallel with the purchases of shares by the Company, Arnette will sell on the MTA the 6,434,786 Luxottica Group treasury shares it currently holds. As a result, Luxottica Group will have direct control of a number of shares equal to those currently indirectly controlled through its subsidiary. The transactions will be substantially neutral from an economic and financial standpoint.
The original Shareholders resolution, which authorized the buyback of up to a maximum of 18,500,000 ordinary shares and will expire on November 13, 2009, was intended to provide the Company with treasury shares to efficiently manage its share capital and to implement its Performance Shares Plan. Consequently, at the upcoming Meeting the Board of Directors will submit to Shareholders for approval the extension of the authorization to buyback up to a maximum of 18,500,000 ordinary shares, currently representing 3.99
1
percent of the Companys share capital, for a maximum value of EUR 370,000,000. The new authorization would be valid for a period of 18 months from the date of the approval by Shareholders at the Meeting.
This excerpt taken from the LUX 6-K filed May 11, 2009. Milan, Italy, May 7, 2009 - The Board of Directors of Luxottica
Group S.p.A. (MTA: LUX; NYSE: LUX), a global leader in the design,
manufacturing and distribution of fashion, luxury and sports eyewear, approved
today its consolidated financial results for the three-month period ended March 31,
2009 in accordance with U.S. Generally Accepted Accounting Principles (U.S.
GAAP) and with International Financial Reporting Standards (IFRS).
First quarter 2009(1) This excerpt taken from the LUX 6-K filed May 1, 2009. Milan, Italy, April 29, 2009 - The Annual
General Meeting of Shareholders of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a global leader in premium fashion, luxury and sports
eyewear, today approved the Companys IFRS financial statements for fiscal year
2008.
Following the presentation by the Board of Directors of the results for fiscal year 2008 and having heard the favorable opinion by the statutory auditors, the Meeting voted to allocate net income for fiscal year 2008 to the Extraordinary Reserve, thereby suspending for the time being the payment of dividends to further strengthen the Companys equity structure. The Board of Directors deferred the matter of the payment of dividends for 2008 to a possible Shareholders Meeting to be called in the second half of 2009.
The Meeting then approved the appointment of the following 15 directors to the Board of Directors: Leonardo Del Vecchio, Luigi Francavilla, Andrea Guerra, Roger Abravanel, Mario Cattaneo, Enrico Cavatorta, Roberto Chemello, Claudio Costamagna, Claudio Del Vecchio, Sergio Erede, Sabina Grossi, Marco Mangiagalli, Gianni Mion and Marco Reboa (from a list submitted by controlling shareholder Delfin S.a.r.l.) and Ivanhoe Lo Bello (from a list submitted by certain institutional shareholders).
Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Marco Mangiagalli, Gianni Mion, Marco Reboa and Ivanhoe Lo Bello declared themselves qualified to act as independent directors as defined by Article 148, Clause 3, of the Italian Consolidated Finance Act (Testo Unico della Finanza) and Listed Companies Code of Ethics (Codice di Autodisciplina delle Società Quotate). Detailed curriculums for these directors are available at www.luxottica.com.
The Meeting also appointed to the Board of Statutory Auditors Francesco Vella, as chairman, and Enrico Cervellera and Alberto Giussani, as permanent auditors. Mario Magenes and Alfredo Macchiati were appointed as alternate auditors. Francesco Vella and Alfredo Macchiati were selected from a list submitted by certain institutional shareholders. Enrico Cervellera, Alberto Giussani and Mario Magenes were selected from a list submitted by Delfin S.a.r.l.
The Meeting also established monthly gross compensation for the entire Board of Directors in the amount of Euro 101,497.50. The term for the members of the Board is three years, until the approval of the statutory financial statements for the fiscal year ended December 31, 2011 by the Annual General Meeting of Shareholders called to approve this matter. Similarly, the Meeting established annual gross compensation for the chairman of the Board of Statutory Auditors in the amount of Euro 105,000 and of Euro 70,000 for each of the permanent auditors. The term for the members of the Board of Statutory Auditors, which will carry out the functions of the Audit Committee as defined by the U.S. Sarbanes-Oxley Act, is three years, until the approval of the statutory financial statements for the fiscal year ended December 31, 2011 by the Annual General Meeting of Shareholders called to approve this matter.
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At a meeting following the end of the Shareholders Meeting, the Board of Directors reappointed Andrea Guerra as CEO and appointed members to Board of Directors committees as follows: for the Human Resources Committee: Roger Abravanel, Claudio Costamagna (chairman), Sabina Grossi and Gianni Mion, each a non-executive director and, for the majority, also an independent director; and, for the Internal Control Committee: Mario Cattaneo (chairman), Marco Mangiagalli and Marco Reboa, each an independent director.
The Board of Directors also ascertained that the above mentioned independent directors are all legally qualified to act as such.
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