LUX » Topics » SCHEDULE 1 TO ANNEX A Form of Certification for BENEFICIAL OWNERS

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

SCHEDULE 1 TO ANNEX A
Form of Certification for BENEFICIAL OWNERS

Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
Attention: Daniel Belean
  Date                          , 2009

Dear Sirs,

        The undersigned                          , as bank/broker holding American Depositary Shares of Luxottica Group S.p.A., hereby certifies, under its own responsibility, as follows:

                                  (name of beneficial owner of American Depositary Shares) is the beneficial owner of [no.]                            American Depositary Shares of Luxottica Group S.p.A., held by the undersigned on his/her/its behalf, and such American Depositary Shares will be so held up to and including April 29, 2009, or failing attendance of the required quorum, up to and including April 30, 2009. As a result of the foregoing, the undersigned will keep the deposited American Depositary Shares and will not release them to the aforementioned beneficial owner, nor will the undersigned consent to the assignment of the beneficial ownership of said American Depositary Shares until such date. You are hereby authorized to rely upon this certification in connection with the granting of a proxy to the aforementioned beneficial owner enabling him/her/it to attend the Ordinary Shareholders' Meeting of Luxottica Group S.p.A., which will be held on April 29, 2009, on first call, or, failing the attendance of the required quorum, on April 30, 2009 on second call.

Kind regards,

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ANNEX B

Form for REGISTERED HOLDERS

IMPORTANT NOTICE

ORDINARY SHAREHOLDERS' MEETING OF
LUXOTTICA GROUP S.p.A.
TO BE HELD ON APRIL 29, 2009 ON FIRST CALL,
ON APRIL 30, 2009 ON SECOND CALL
HOW TO ATTEND

Dear Registered Holder of American Depositary Shares,

        As indicated in the enclosed Notice of Call and in the Proxy Statement, the ordinary meeting (the "Meeting") of the shareholders of Luxottica Group S.p.A. (the "Company") will 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 the registered office of the Company, Via C. Cantù 2, in Milan, Italy at 11.00 a.m.

        The registered holders of American Depositary Shares of the Company ("ADS Holders") are entitled either:

        A. to instruct Deutsche Bank Trust Company Americas, as depositary of the Ordinary Shares of the Company, as to the exercise of the voting rights pertaining to the Ordinary Shares represented by their respective American Depositary Shares by marking, signing, dating and returning to Deutsche Bank Trust Company Americas the enclosed Voting Instruction Card; or

        B. to attend the Meeting personally and cast thereat the vote pertaining to the Ordinary Shares represented by the American Depositary Shares held by them.

        By this letter the Company wishes to provide the ADS Holders with instructions as to the requirements to be fulfilled by those Registered Holders who wish to attend the Meeting and cast their vote personally.

        Pursuant to Italian law governing the Meeting, merely holding American Depositary Shares does not automatically permit the ADS Holders to attend the Meeting or to exercise voting rights.

        In light of the foregoing, all ADS Holders who wish to attend the Meeting personally must obtain a proxy from Deutsche Bank Trust Company Americas as depositary of the Ordinary Shares of the Company. Any such proxy will be issued by Deutsche Bank Trust Company Americas upon compliance by the ADS Holders with the requirements set forth below.

        All ADS Holders who wish to be granted a proxy to attend the Meeting and vote thereat must provide Deutsche Bank Trust Company Americas not later than April 21, 2009, at 12:00 p.m. (noon) with the following documents:

1.
The original Voting Instruction Card enclosed herewith and received by the ADS Holders as part of the mailing of the Proxy Statement to all of the Holders of American Depositary Shares of record on March 26, 2009.

2.
A notice in the form of Schedule 1 hereto.

        Upon fulfillment of the conditions set forth in sections 1 and 2 above to the satisfaction of Deutsche Bank Trust Company Americas, the latter shall issue a proxy in favor of the ADS Holder for the number of Ordinary Shares represented by the American Depositary Shares referred to in the certification. The person in favor of whom the proxy will be issued will be entitled to receive the proxy from 9:00 a.m. on the date of the Meeting at the registered office of the Company, Via C. Cantù 2, in Milan, Italy. The validity of

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the proxy issued by Deutsche Bank Trust Company Americas shall be subject to the ADS Holder being a registered holder of record of American Depositary Shares on March 26, 2009. Deutsche Bank Trust Company Americas reserves the right to check that such condition is satisfied and to refuse admission to the Meeting in the event said condition is not duly met.

NOTE:

        If the voting rights pertaining to the American Depositary Shares held by any ADS Holder have been exercised through the mailing of the Voting Instruction Card, the ADS Holder may nevertheless obtain from Deutsche Bank Trust Company Americas an attendance card for the Meeting with no voting powers. In such case, the ADS Holder shall be required to provide Deutsche Bank Trust Company Americas only with the document referred to in section 2 above.

        Please do not hesitate to contact Deutsche Bank Trust Company Americas at the address and telephone number set forth below if any clarification is required.

    Sincerely yours,

 

 

LUXOTTICA GROUP S.p.A.

 

 

 
Deutsche Bank Trust Company Americas
60 Wall Street
New York, New York 10005
Attn: Daniel Belean
Corporate Actions Department
Tel. +1 212.250.6612
Fax. +1 212.797.0327
   

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