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

2.  RESOLUTION WITH RESPECT TO ALLOCATION OF NET INCOME AND DISTRIBUTION OF DIVIDENDS

The holders of Ordinary Shares shall be requested to approve the proposed allocation of net income, including the proposed dividend distribution. Italian law provides that the payment of annual dividends is

2

subject to approval of the holders of Ordinary Shares at the annual ordinary meeting. Under Italian law, before dividends may be paid with respect to the results of any year, an amount equal to 5% of the net income of the Company on an unconsolidated basis for such year must be set aside to the Company's legal reserve. Amounts so set aside are not available to fund dividends. The reserve requirement remains in existence until such legal reserve, including the amounts set aside during prior years, equals at least one-fifth of the nominal value of the Company's issued share capital. The Company has more than sufficient funds legally available for the payment of the proposed dividend.

         The Company is permitted to distribute dividends out of net income earned by its subsidiaries to holders of Ordinary Shares only to the extent such net income has been conveyed to the Company by its subsidiaries. Accordingly, based on the net income available to the Company, your Board will propose that the holders of Ordinary Shares approve the distribution of dividends in the gross amount of Euro 0.23 per Ordinary Share. Last year, the Company distributed a dividend equal to Euro 0.21 per Ordinary Share. If approved, the aggregate amount payable by the Company in connection with such dividend will be approximately Euro 104.9 million. Please note that this amount could be subject to increase due to the issuance of additional Ordinary Shares as a consequence of the exercise of stock options by employees. In this case, assuming that all stock option beneficiaries exercised all their vested options by the date of the ordinary shareholders' meeting, the aggregate amount payable by the Company in connection with the dividend would increase from Euro 104.9 million to 106.8 million. The funds available for the payment of the dividends would be paid out of the Company's current net income. The consolidated net income of the Company and its subsidiaries for 2004 computed in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") was Euro 286.9 million. The residual amount of the net income after allocation to the legal reserve and payment of dividends shall be allocated to retained earnings. At the meeting, your Board will seek approval of the foregoing proposal.

         With a view to enabling all of the ADS holders to provide the documentation required to achieve the application of reduced tax, pursuant to the applicable tax treaties between Italy and other countries, the Board will propose to set June 23, 2005, as the date for payment of dividends to all holders of Ordinary Shares of record on June 17, 2005, including The Bank of New York, as depositary on behalf of the ADS holders.

         The Bank of New York, acting as depositary with respect to the American Depositary Shares, has advised the Company that the dividend amount for each ADS holder will be paid commencing on June 30, 2005 to all such holders of record on June 22, 2005. The Bank of New York has advised the Company that after the close of business on June 17, 2005 through and including June 22, 2005 it will close its books and will not accept deposits or cancellations of Ordinary Shares or ADSs, as applicable. The Bank of New York shall pay such dividends in U.S. dollars by converting the Euro amount of the dividend, net of the applicable tax, at the market Euro/U.S. dollar exchange rate in effect on June 23, 2005. Attached to this Proxy Statement as Annex A you will find a letter from the Company providing information as to the procedure to be used by ADS holders who are U.S. residents, Italian residents or residents of countries having anti-double taxation treaties with the Republic of Italy for the purposes of obtaining reduced/NIL tax on dividends provided for by the Italian domestic legislation or the applicable tax treaties.

2.  RESOLUTION WITH RESPECT TO ALLOCATION OF NET INCOME AND DISTRIBUTION OF DIVIDENDS

The holders of Ordinary Shares shall be requested to approve the proposed allocation of net income, including the proposed dividend distribution. Italian law provides that the payment of annual dividends is

2

subject to approval of the holders of Ordinary Shares at the annual ordinary meeting. Under Italian law, before dividends may be paid with respect to the results of any year, an amount equal to 5% of the net income of the Company on an unconsolidated basis for such year must be set aside to the Company's legal reserve. Amounts so set aside are not available to fund dividends. The reserve requirement remains in existence until such legal reserve, including the amounts set aside during prior years, equals at least one-fifth of the nominal value of the Company's issued share capital. The Company has more than sufficient funds legally available for the payment of the proposed dividend.

         The Company is permitted to distribute dividends out of net income earned by its subsidiaries to holders of Ordinary Shares only to the extent such net income has been conveyed to the Company by its subsidiaries. Accordingly, based on the net income available to the Company, your Board will propose that the holders of Ordinary Shares approve the distribution of dividends in the gross amount of Euro 0.23 per Ordinary Share. Last year, the Company distributed a dividend equal to Euro 0.21 per Ordinary Share. If approved, the aggregate amount payable by the Company in connection with such dividend will be approximately Euro 104.9 million. Please note that this amount could be subject to increase due to the issuance of additional Ordinary Shares as a consequence of the exercise of stock options by employees. In this case, assuming that all stock option beneficiaries exercised all their vested options by the date of the ordinary shareholders' meeting, the aggregate amount payable by the Company in connection with the dividend would increase from Euro 104.9 million to 106.8 million. The funds available for the payment of the dividends would be paid out of the Company's current net income. The consolidated net income of the Company and its subsidiaries for 2004 computed in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") was Euro 286.9 million. The residual amount of the net income after allocation to the legal reserve and payment of dividends shall be allocated to retained earnings. At the meeting, your Board will seek approval of the foregoing proposal.

         With a view to enabling all of the ADS holders to provide the documentation required to achieve the application of reduced tax, pursuant to the applicable tax treaties between Italy and other countries, the Board will propose to set June 23, 2005, as the date for payment of dividends to all holders of Ordinary Shares of record on June 17, 2005, including The Bank of New York, as depositary on behalf of the ADS holders.

         The Bank of New York, acting as depositary with respect to the American Depositary Shares, has advised the Company that the dividend amount for each ADS holder will be paid commencing on June 30, 2005 to all such holders of record on June 22, 2005. The Bank of New York has advised the Company that after the close of business on June 17, 2005 through and including June 22, 2005 it will close its books and will not accept deposits or cancellations of Ordinary Shares or ADSs, as applicable. The Bank of New York shall pay such dividends in U.S. dollars by converting the Euro amount of the dividend, net of the applicable tax, at the market Euro/U.S. dollar exchange rate in effect on June 23, 2005. Attached to this Proxy Statement as Annex A you will find a letter from the Company providing information as to the procedure to be used by ADS holders who are U.S. residents, Italian residents or residents of countries having anti-double taxation treaties with the Republic of Italy for the purposes of obtaining reduced/NIL tax on dividends provided for by the Italian domestic legislation or the applicable tax treaties.