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

Ordinary meeting:

Consideration of resolutions relating to the:

(1)

approval of the Company's Statutory Financial Statements for the year ended December 31, 2008;



(2)

allocation of net income, in part to the legal reserve, in part to a non-distributable reserve and in part to the extraordinary reserve;



(3)

appointment of the Board of Directors for a three-year term from 2009 to 2011, determination of the number of its members and determination of their compensation; and



(4)

appointment of the Board of Statutory Auditors and determination of their compensation for a three-year term from 2009 to 2011.

        By this proxy statement and the attached documentation, the Board of Directors of the Company (the "Board") wishes to provide you with details of the resolutions which the Board or the Chairman of the meeting, as the case may be, shall present on the above issues, in the order in which such resolutions will be submitted to the meeting, with a view to enabling you to cast your vote on these resolutions as described below, subject to the terms and conditions described in this proxy statement.

        On the matters to be considered at an ordinary meeting of shareholders, each ordinary share shall be entitled to one vote and all holders of the ordinary shares of the Company (the "Ordinary Shares") shall vote together as a single class. The presence, in person or by proxy, of at least 50% of the voting power represented by outstanding Ordinary Shares entitled to vote as of the date of the meeting on first call will constitute a quorum for the approval of resolutions at the meeting. The affirmative vote of the holders of a majority of the Ordinary Shares entitled to vote at the meeting is required to approve the resolutions relating to each item in the Agenda at an ordinary meeting of shareholders. For a meeting held on second call, there is no quorum requirement and the resolutions may be adopted by the majority of the Ordinary Shares entitled to vote at the meeting.

        As of the close of business on the date hereof, Mr. Leonardo Del Vecchio, the Chairman of the Company, has the power to vote 314,403,339 Ordinary Shares, or approximately 67.8% of the outstanding Ordinary Shares. These shares are held through Delfin S.a.r.l., a company established and controlled by Mr. Del Vecchio, who holds the voting power for the shares held by such entity. Such voting power enables Mr. Del Vecchio, without any additional votes, to control the approval of the resolutions to be submitted at the meeting, except with respect to matters pertaining to the rights of minority stockholders pursuant to articles 17 and 27 of By-Laws.

        Mr. Del Vecchio has advised the Company that he intends to cast all of the votes controlled by him at the ordinary meeting:

        FOR the approval of the Company's Statutory Financial Statements for the year ended December 31, 2008.

        FOR the approval of the allocation of net income in part to the legal reserve, in part to a non-distributable reserve and in part to the extraordinary reserve.

1

        FOR the list of directors presented by Delfin S.a.r.l., provided that the directors will be appointed pursuant to the voting list system set out in article 17 of the Company By-Laws.

        FOR the approval of the compensation for the Board of Directors proposed by Delfin S.a.r.l.

        FOR the list of Statutory Auditors presented by Delfin S.a.r.l., provided that the Statutory Auditors will be appointed pursuant to the voting list system set out in article 27 of the Company By-Laws.

        FOR the approval of the compensation for the Board of Statutory Auditors proposed by Delfin S.a.r.l.

* * *

        Set forth below is a description of the matters that will be submitted for approval at the ordinary meeting:

Ordinary meeting:

        Consideration of resolutions relating to the: (1) approval of the Company's Statutory Financial Statements for the year ended December 31, 2007; (2) allocation of net income and the distribution of dividends; (3) determination of the compensation for the Board of Directors for 2008; (4) approval of an incentive compensation plan in accordance with article 114 bis, legislative decree n. 58/1998; and (5) approval of a share buy-back program and proposed subsequest dispositions of treasury shares.

ORDINARY MEETING

        Consideration of resolutions relating to:

1.

Submission of the Company's Statutory Financial Statement and the Consolidated Financial Statements as of and for the year ended December 31, 2005 and of the reports thereon of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Public Accountants;

2.

Resolution with respect to the allocation of net income and distribution of dividends;

3.

Determination of the number of Directors to serve on the Board of Directors;

4.

Appointment of the Board of Directors and determination of their compensation;

5.

Appointment of the Board of Statutory Auditors and of the Chairman of the Board of Statutory Auditors and determination of their compensation;

6.

Appointment of the Independent Public Accountants, pursuant to Art. 155 and subsequent articles of Legislative Decree no. 58/1998 for the financial years 2006 - 2011; and

7.

Approval of the 2006 Stock Option Plan.

        Pursuant to the By-laws, in order to attend the meeting, shareholders must deposit, at least two days prior to the date of the meeting, the appropriate certification issued by the relevant authorized intermediaries attesting to their right to exercise shareholder rights.

        The Board of Directors report concerning the Agenda and the relevant documentation concerning the Agenda shall be filed at the Company's registered offices, and with Borsa Italiana S.p.A. as provided by law. Such documentation will also be available on the Company's website: www.luxottica.com.

        The holders of the Company's American Depositary Shares ("ADSs") listed on the New York Stock Exchange, each representing the right to receive one Ordinary Share, who wish to attend the shareholders' meeting personally, should contact Deutsche Bank Trust Americas, 60 Wall Street, New York, New York 10005 (att. Duewa Brooks, ADR Department, Tel. +1 212.250.1305, Fax: +1 212.797.0327) at least fifteen days prior to the date of the meeting, in order to be informed about the requirements to be fulfilled to attend and to vote at the meeting.

ORDINARY MEETING

Consideration of resolutions relating to:

1.

Submission of the Company's Statutory Financial Statement and the Consolidated Financial Statements as of and for the year ended December 31, 2005 and of the reports thereon of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Public Accountants (non-voting item);

2.

Resolution with respect to the allocation of net income and distribution of dividends;

3.

Determination of the number of Directors to serve on the Board of Directors;

4.

Appointment of the Board of Directors and determination of their compensation;

5.

Appointment of the Board of Statutory Auditors and of the Chairman of the Board of Statutory Auditors and determination of their compensation;

6.

Appointment of the Independent Public Accountants, pursuant to Art. 155 and subsequent articles of Legislative Decree no. 58/1998 for the financial years 2006 - 2011; and

7.

Approval of the 2006 Stock Option Plan.

LUXOTTICA GROUP SPA

THE FOLLOWING PROXY CARD RELATES TO THE EXTRAORDINARY AND ORDINARY MEETING OF THE SHAREHOLDERS OF LUXOTTICA AND IS BEING SENT TO THE HOLDERS OF LUXOTTICA GROUP SPA AMERICAN DEPOSITARY RECEIPTS PURSUANT TO THE DEPOSIT AGREEMENT AMONG LUXOTTICA GROUP SPA, DEUTSCHE BANK TRUST COMPANY AMERICAS, AS DEPOSITARY, AND THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE AMERICAN DEPOSITARY RECEIPTS