Summary of Changes Occurring After December 31, 2005

On March 27, 2006, pursuant to the Italian Corporate Governance Policies, the Board of Directors of Luxottica Group S.p.A.:

(i)            adopted new Guidelines Concerning Transactions with Related Parties;

(ii)           adopted a new Procedure Concerning Internal Dealing;

(iii)          adopted a new Procedure for Handling Insider Information; and

(iv)          updated the Code of Ethics.

The above documents are available on the Company’s website, www.luxottica.com.

On June 14, 2006, at an extraordinary and ordinary meeting of shareholders, the Company’s By-laws were amended to implement the Italian Corporate Governance Policies. The principal amendments are as follows:

·                  requirements in order to attend a meeting of shareholders: those shareholders who have sent the Company a notice through the intermediary keeping the relevant accounts no later than two working days before the date scheduled for each meeting shall be entitled to attend the meeting, and the shares for which notice of attendance of the meeting was given may not be transferred before the meeting takes place;

·                  appointment of the Directors pursuant to lists submitted by the shareholders: only shareholders who individually or collectively with other shareholders represent at least 2.5% of the subscribed share capital at the time of submission of the list are entitled to submit a list. Such appointments shall be resolved by secret ballot if required by law. Such lists, together with the professional CVs of the candidates, shall be filed at the registered office of the Company at least 15 days prior to the first meeting of shareholders. At least one director shall be appointed from among the members included in the list that has obtained the second most votes;

·                  the appointment of the executive in charge of corporate accounting records will be subject to the non-binding opinion of the Board of Statutory Auditors;

·                  a meeting of the Board of Directors may be called by one member of the Board of Statutory Auditors;

·                  appointment of the Board of Statutory Auditors pursuant to lists submitted by the shareholders: only shareholders who individually or collectively with other shareholders represent at least 2.5% of the subscribed share capital at the

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time of submission of the list are entitled to submit a list. Such appointments shall be resolved by secret ballot if required by law. Such lists, together with the professional CVs of the candidates, shall be filed at the registered office of the Company at least 15 days prior to the first meeting of shareholders. The first candidate on the list which has obtained the second most votes shall be appointed as Chairman of the Board of Statutory Auditors; and

·                  the term of the appointment of the independent auditor is fixed at 6 financial years and shall end on the date of the shareholders’ meeting called to approve the financial statements for the sixth financial year following the appointment.

For more details, see the amended and restated by-laws of the Company, which are filed as an exhibit to this report.