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

Section 5.08.          Preparation of the Proxy Statement.

(a)       As soon as reasonably practicable following the date of this Agreement, the Company shall prepare a preliminary proxy statement relating to the meeting of the Company’s shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s shareholders, the “Proxy Statement”) and file the Proxy Statement with the SEC.  Parent and Merger Sub shall cooperate with the Company in the preparation and filing of the Proxy Statement.  The Proxy Statement shall include a recommendation of the Board (the “Company Board Recommendation”) that its shareholders vote in favor of the Merger and this Agreement (subject to Section 5.07 hereof).  The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing.  The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable and, in any event, within five (5) business days after the Proxy Statement is cleared by the SEC.

(b)      If at any time prior to the Effective Time any event shall occur that should be set forth in an amendment of or a supplement to the Proxy Statement, the Company shall prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable.  Parent, Merger Sub and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or of additional requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC with respect to the Proxy Statement.  The Company shall give Parent and its counsel the opportunity to review the Proxy Statement and all responses to requests for additional

44

information by, and replies to comments of, the SEC before their being filed with, or sent to, the SEC.  Each of the Company, Parent and Merger Sub shall use its reasonable best efforts after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC.

Section 5.09.          Shareholders’ Meeting.  The Company shall, through its Board, take all action necessary, in accordance with and subject to the WBCA and its articles of incorporation and bylaws, to duly call, give notice of and convene and hold a special meeting of its shareholders not earlier than thirty (30) calendar days, but in no event later than fifty (50) calendar days, after the Proxy Statement is first mailed to shareholders, to consider and vote upon the adoption and approval of this Agreement and the Merger (such special shareholder meeting, the “Special Meeting”), provided, that such later date may be extended to the extent reasonably necessary to permit the Company to file and distribute any material amendment to the Proxy Statement as is required by applicable law.  The Company shall include in the Proxy Statement the Company Board Recommendation and the Board shall use its reasonable best efforts to obtain the approval of the Merger and this Agreement, subject to the duties of the Board to make any further disclosure to the shareholders (which shall not, unless expressly stated, constitute a withdrawal or adverse modification of such recommendation) and subject to the right to withdraw, modify or change such recommendation in accordance with Section 5.07 hereof.  Notwithstanding the foregoing, if a Change of Board Recommendation (other than a Specified Change of Board Recommendation) occurs, the Company shall not be obligated to call, give notice of, convene and hold the Special Meeting.

Section 5.10.          Notification of Certain Matters.  Parent and the Company shall use their reasonable best efforts to promptly notify each other of:  (a)  any notice or other communication from any person alleging that the Consent of such person is or may be required in connection with the transactions contemplated by this Agreement if such Consent would be material to the transactions; (b) any material notice or other communication from any governmental or regulatory agency or authority in connection with the transactions contemplated by this Agreement or regarding any violation, or alleged violation, of law; (c) any actions, suits, claims, investigations or proceedings in connection with the transactions contemplated by this Agreement commenced or, to the best of its knowledge, threatened against or involving or otherwise affecting the Company or any of its Subsidiaries; or (d) the occurrence or non-occurrence of any fact or event which would be reasonably likely to cause any condition set forth in Article VI not to be satisfied; provided, however, that no such notification, nor the obligation to make such notification, shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder.

Section 5.11.          State Takeover Laws.  If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder” or other similar anti-takeover statute or regulation (each a “Takeover Statute”) other than those contained in Chapter 23B.19 of the WBCA is or may become applicable to the Merger or the other transactions contemplated by this Agreement, each of Parent, Merger Sub and the Company and their respective boards shall grant such approvals and take such actions as are necessary so that such transactions may be consummated as

45