LUX » Topics » PROXY STATEMENT

This excerpt taken from the LUX 6-K filed Oct 5, 2009.

PROXY STATEMENT

Dear Holder of American Depositary Shares,

        The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the stockholders for an ordinary meeting, to be held on October 29, 2009 on first call, or, failing the attendance of the required quorum, on October 30, 2009 on second call, in either case at 11:30 a.m., at the registered office of the Company, Via C. Cantù 2, in Milan, Italy. Given the share capital structure of the Company as well as our experience from past meetings, it is likely that the ordinary meeting will take place on October 29, 2009. The Agenda of the meeting is the following:

        Consideration of resolutions relating to the:

    (1)
    the distribution of dividends;

    (2)
    the authorization to purchase and sell the Company's ordinary shares (the "Ordinary Shares"); and

    (3)
    the restitution of the membership of the Board of Statutory Auditors.

        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 the ordinary meeting, each Ordinary Share shall be entitled to one vote and all holders of the Ordinary Shares of the Company shall vote together as a single class. The quorum required, in person or by proxy, for an ordinary meeting, upon first notice is at least 50 percent of the total number of issued and outstanding ordinary shares, while on second call there is no quorum requirement. Resolutions at ordinary meetings may be adopted, in first and second calls, by a simple majority of ordinary shares represented at such meeting.

        As of the close of business on September 30, 2009, 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. ("DELFIN"), 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.

        Mr. Del Vecchio has advised the Company that he intends to vote:

        FOR the approval of the Company's distribution of a gross cash dividend equal to Euro 0.22 per Ordinary Share (each American Depositary Share ("ADS") represents one Ordinary Share) payable out of a portion of the extraordinary reserve.

        FOR the approval of the authorization for the share buy-back program and subsequent disposition of treasury shares.

        FOR the restitution of the membership of the Board of Statutory Auditors and therefore for the appointment of the candidate nominated by DELFIN.

1


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

This excerpt taken from the LUX 6-K filed Apr 2, 2009.

PROXY STATEMENT

Dear Holder of American Depositary Shares,

        The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the shareholders for an ordinary meeting, to be held on April 29, 2009, on first call, or, failing the attendance of the required quorum, on April 30, 2009, on second call, in either case at 11:00 a.m., at the registered office of the Company at Via C. Cantù 2, in Milan, Italy. The Agenda of the meeting is as follows:

This excerpt taken from the LUX 6-K filed Apr 15, 2008.


PROXY STATEMENT

Dear Holder of American Depositary Shares,

         The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the shareholders for an ordinary and extraordinary meeting, to be held on May 13, 2008 on first call, or, failing the attendance of the required quorum, on May 14, 2008 on second call, in either case at 11:00 a.m., at the registered office of the Company, Via C. Cantù 2, in Milan, Italy. The Agenda of the meeting is the following:

This excerpt taken from the LUX 6-K filed Apr 16, 2007.

Proxy Statement

Registered Offices in Milan (Italy), Via C. Cantù, 2
Paid in Capital Stock,
Euro 27,622,892.88
Fiscal Code and Companies Register no. 00891030272 Vat No. 10182640150

This excerpt taken from the LUX 6-K filed Jun 13, 2006.


PROXY STATEMENT

Dear Holder of American Depositary Shares,

         The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the shareholders for an extraordinary and ordinary meeting, to be held on June 14, 2006 on first call, or, failing the attendance of the required quorum, on June 15, 2006 on second call, in either case at 11:00 a.m., at the registered office of the Company, Via C. Cantù 2, in Milan, Italy. The Agenda of the meeting is the following:

These excerpts taken from the LUX 6-K filed Jun 2, 2005.


PROXY STATEMENT

Dear Holder of American Depositary Shares,

         The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the shareholders for an ordinary meeting, to be held on June 15, 2005 on first call, or, failing the attendance of the required quorum, on June 16 on second call, in either case at 11:00 a.m., at the registered office of the Company, Via C. Cantù 2, in Milan, Italy. The Agenda of the meeting is the following:

         Consideration of resolutions relating to: (i) submission of the Company's Statutory Financial Statement and the Consolidated Financial Statements as of and for the year ended December 31, 2004 and of the reports thereon of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Public Accountants; (ii) a resolution with respect to the allocation of net income and distribution of dividends; and (iii) the determination of the compensation for the Board of Directors.

         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 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.

         On the matters to be considered at the meeting, each Ordinary Share shall be entitled to one vote and all holders of 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 as of the date of the meeting 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 for 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 314,653,339 Ordinary Shares, or approximately 69% of the outstanding Ordinary Shares. Such voting power enables Mr. Del Vecchio, without any additional votes, to control the approval of the resolutions to be submitted at the meeting.

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

         FOR approval of the Company's Statutory Financial Statement with the Reports of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Public Accountants on the Statutory Financial Statement;

         FOR approval of the Company's payment of a cash gross dividend equal to Euro 0.23 per Ordinary Share (each American Depositary Share ("ADS") represents one Ordinary Share); and

         FOR approval of the compensation for the Board of Directors of Euro 81,198 in the aggregate per month commencing with the year 2005 and up to the approval of the financial statements as of and for the year ended December 31, 2005.

* * *

1


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


PROXY STATEMENT

Dear Holder of American Depositary Shares,

         The Board of Directors of Luxottica Group S.p.A. (the "Company") has convened the shareholders for an ordinary meeting, to be held on June 15, 2005 on first call, or, failing the attendance of the required quorum, on June 16 on second call, in either case at 11:00 a.m., at the registered office of the Company, Via C. Cantù 2, in Milan, Italy. The Agenda of the meeting is the following:

         Consideration of resolutions relating to: (i) submission of the Company's Statutory Financial Statement and the Consolidated Financial Statements as of and for the year ended December 31, 2004 and of the reports thereon of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Public Accountants; (ii) a resolution with respect to the allocation of net income and distribution of dividends; and (iii) the determination of the compensation for the Board of Directors.

         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 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.

         On the matters to be considered at the meeting, each Ordinary Share shall be entitled to one vote and all holders of 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 as of the date of the meeting 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 for 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 314,653,339 Ordinary Shares, or approximately 69% of the outstanding Ordinary Shares. Such voting power enables Mr. Del Vecchio, without any additional votes, to control the approval of the resolutions to be submitted at the meeting.

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

         FOR approval of the Company's Statutory Financial Statement with the Reports of the Board of Directors, the Board of Statutory Auditors and the Company's Independent Public Accountants on the Statutory Financial Statement;

         FOR approval of the Company's payment of a cash gross dividend equal to Euro 0.23 per Ordinary Share (each American Depositary Share ("ADS") represents one Ordinary Share); and

         FOR approval of the compensation for the Board of Directors of Euro 81,198 in the aggregate per month commencing with the year 2005 and up to the approval of the financial statements as of and for the year ended December 31, 2005.

* * *

1


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

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