(Translation from the Italian deed which remains the definitive version)

Transcription

1 (Translation from the Italian deed which remains the definitive version) Reference no. 20,774 Folder no. 11,892 MINUTES OF THE SHAREHOLDERS MEETING OF THE COMPANY LUXOTTICA GROUP S.P.A. HELD ON 28 APRIL 2011 ITALIAN REPUBLIC On the tenth day of the month of May of two thousand and eleven, in Milan, Via Metastasio no. 5, I, the undersigned Mario Notari, Notary Public in Milan, registered in the Board of Notaries of Milan, prepare and sign the minutes of the ordinary shareholders meeting of the company: "LUXOTTICA GROUP S.P.A." Having its registered office in Milan (MI), in via Cesare Cantù no. 2, share capital euro 28,007,056,98 fully paid, registered in the Companies Register of Milan, ordinary division, with registration number and tax code , Economic and Administrative Index no , a company with shares listed with Borsa Italiana S.p.A., which was held, in my constant presence, on 28 April 2011 in Milano, via Cesare Cantù no. 2. These minutes are therefore prepared, upon request by the company itself, and on behalf of same, by the Chairman of the Board of Directors Leonardo Del Vecchio, in the timeframe required for prompt compliance with the filing and publication requirements, pursuant to art of the Italian Civil Code. The meeting took place as follows. * * * * * At a.m. on 28 April 2011, pursuant to article 13 of the Articles of Association, the Chairman of the Board of Directors, Leonardo Del Vecchio, takes over the chair of the meeting and extends his warmest welcome to those present. After checking the composition of the meeting, the Chairman informs that: - The staff entrusted by him have ascertained the legitimacy of those present and, in particular, they have checked that the current regulations of the law and of the Articles of Association in relation to proxies have been complied with; - At the start of the meeting, 659 individuals entitled to vote are present, in person or through proxy, who hold 364,680,934 ordinary shares, accounting for % of the share capital, subject to notification of any subsequent changes during the 1

2 meeting. The Chairman therefore declares that the meeting is duly convened to resolve on the following agenda. * * * * * Pursuant to art. 13 of the Articles of Association, the Chairman proposes to the meeting to confirm my appointment as notary public and secretary of the meeting. There being no objections nor abstentions, the Chairman confirms my appointment as notary public of this meeting. * * * * * He then invites CEO Andrea Guerra to supply the preliminary information and procedural provisions for the meeting. The CEO declares that this shareholders meeting has been convened through notice published in accordance with the Articles of Association for 28 April 2011, in this location, at 11 a.m., in first call, to resolve on the items on the following AGENDA 1. Approval of the financial statements as at 31 December Allocation of operating profits and distribution of dividends 3. Appointment of auditor for fiscal years He then informs that: - for the board of directors, the following directors are present: LEONARDO DEL VECCHIO (Chairman) ANDREA GUERRA (CEO) ROGER ABRAVANEL MARIO CATTANEO ENRICO CAVATORTA ROBERTO CHEMELLO CLAUDIO COSTAMAGNA SERGIO EREDE SABINA GROSSI IVANHOE LO BELLO MARCO MANGIAGALLI GIANNI MION MARCO REBOA Apologies received from directors Luigi Francavilla (Vice President) and Claudio Del Vecchio; - for the board of auditors, the Statutory Auditors are present: FRANCESCO VELLA (Chairman) ENRICO CERVELLERA ALBERTO GIUSSANI - for the Audit Company, Dario Righetti is present. He also informs that: - the convocation notice was published on the Company s internet website and on the daily paper Il Sole 24 Ore on 25 March 2011; 2

3 - no requests for supplementation of the agenda have been submitted by shareholders pursuant to and in accordance with art bis of the Consolidated Law on Finance; - on 25 March 2011 the Directors Report on the proposals concerning the items on the agenda has been filed at the company s registered office and with Borsa Italiana, to be made available to the public, and published on the Company s internet website; - ADS holders have received the information concerning the items on the agenda of this Meeting through Proxy Statements (including Proxy Cards to vote on the items on the agenda for which it was requested), in accordance with the rules and regulations of the Securities Exchange Commission (S.E.C.). In connection with the equity interests, it is further communicated that: - the share capital, as per the certificates and deposits with the Companies Register, pursuant to articles 2436 and 2444 of the Italian Civil Code, amounts to euro 28,007, and is divided into 466,784,283 ordinary shares, with nominal value of euro 0.06 each; - at today s date, the company directly holds 6,500,000 of its own shares; - in accordance with the information filed in the Shareholders Register, supplemented by the communications received pursuant to art. 120 of the Consolidated Law on Finance and other available information, the subjects holding directly or indirectly an equity interest exceeding 2% of the subscribed share capital and represented by shares with right to vote, are the ones indicated below, it being pointed out that, in the absence of any direct communication from the shareholder to the Company, the equity interest listed is the one made known by Consob. Number of Shares Percentage LEONARDO DEL VECCHIO Indirectly, through - Delfin Sarl 312,653, % DEUTSCHE BANK TRUST COM- PANY AMERICAS GIORGIO ARMANI - of which in ADS (already included in the aforementioned percentage of Deutsche Bank) 35,444, % 22,724,000 13,514, % 2.895% - the shares held by "Deutsche Bank Trust Company Americas" repre- 3

4 sent the outstanding shares trading in the US financial markets through the issuance, by the Bank itself, of the corresponding number of ADS; - for these shares, "Deutsche Bank Trust Company Americas" issues a proxy for participation in the Meeting with voting restrictions in accordance with the Proxy Cards and with voting indications on the part of the ADS holders; - the appointed proxy may vote on behalf of ADS holders only and exclusively for resolutions which the same are required to vote for, which shall be recorded in the lists of votes expressed by each shareholder, pursuant to the law; - the Company appointed Istifid S.p.A. as representative for the granting of proxies, pursuant to article 135-undecies of the Consolidated Law on Finance; - in this capacity, Istifid S.p.A. has declared that it does not hold any interest in respect of the items on the agenda; however, by virtue of the existing contractual relations between Istifid, Servizio Organizzazione Aziendale and the Company, concerning, specifically, technical support during meetings and ancillary services, to the sole purpose of avoiding any subsequent disputes related to the alleged existence of circumstance suitable to determine the existence of a conflict of interest, Istifid explicitly declared its intention not to express a vote different from what was indicated in the instructions, which is hereby confirmed; - it does not appear that any vote proxy solicitation was promoted, pursuant to article 136 of the Consolidate Law on Finance; - none of the eligible shareholders submitted questions on the items on the agenda before the meeting, pursuant to art. 127-ter of the Consolidated Law on Finance; - based on the notifications and publications pursuant to the law, it does not appear that shareholders agreements exist pursuant to art. 122 of the Consolidated Law on Finance; - those in attendance are requested to declare any causes of impediment or suspension according to the law of the right to vote, concerning each of the matters explicitly listed in the Agenda acknowledging that no statement is issued in this respect; - the name list of all those present, in person or through proxy, including all the data required by Consob and the name list of all the individuals allowed to be present at the Meeting, is annexed to these minutes and forms an integral part of same. In relation to the development of the meeting, it is communicated that: - as it is customary, the meeting is being recorded, to the sole purpose of assisting with the preparation of the Minutes; the recording shall be filed for the time strictly required for the preparation of the Minutes; 4

5 - the data of those present in the meeting shall be gathered and processed by the company in accordance with legislative decree no. 196/2003 (Privacy Code), to the sole purpose of the performance of the obligations of the meeting and of the company; - any participants wishing to take the floor during the discussion must submit in advance their name to the notary public, who shall place them on the relevant list; - participants will be required to use the microphone made available by the person responsible for it; - voting will be done by open ballot pursuant to art. 13 of the Articles of Association; - voting will take place by show of hands and those who vote against or abstain shall notify their name for the minutes; - the name list of the individuals who, for each voting, voted in favour, against or abstained and the relevant number of shares appear in the lists annexed to these minutes under letter a "A" and form an integral part of same; - any participant who wishes to leave the meeting hall during the meeting must notify the staff at the exit, hand in their participation card for the meeting, which shall be returned to them if they come back; where more cards have been issued to one delegate, the holder of any cards not handed in to the staff in charge, will be deemed to have left the meeting and will be therefore excluded from voting, where the delegate has left and only one or some of the cards have been handed in; - upon return to the meeting hall, participants shall collect from the staff in charge their participation and voting card, so that the time of their return and their attendance is recorded; - before any voting takes place, note will be taken of those present, ascertaining the details of anybody who does not wish to participate in the voting; - participants are invited not to leave the meeting hall until the votes have been counted and the voting results have been announced; - in order to facilitate the execution of the voting, two tellers are appointed to support the Chairman; the appointment is granted to Katia Madé and Enrica Tettamanzi. * * * * * The Chairman takes the floor once more and confirms the communications and statements rendered by the CEO and moves on to discuss the items on the agenda. He therefore starts to deal with the first item on the agenda and invites the CEO to provide suitable information on the matter. CEO Andrea Guerra, firstly outlines the history of the Company on the occasion of its 50 th anniversary. Starting from its founder 5

6 and current Chairman, Leonardo Del Vecchio, the CEO illustrates the values underlying the business of the Company, which has been a global leader for over ten years, quoting its most important milestones, among which is the listing on the New York Exchange in He then underlines the importance of the group trademarks and the constant drive to innovation, as shown by the significant investments made also in the past few years. He highlights the effectiveness of the vertical integration business model. Finally he expresses hope for the future, also in light of the fact that the market is relatively new, with significant growth margins in countries such as China, Brazil and India. Using some slides, the CEO then briefly explains to the meeting the activities of the Luxottica group during fiscal year In particular, he explains how 2010 was a year of growth with a significant increase in turnover. He also points out the extent of the increase in profitability and the reduction of indebtedness, as well as the free cash flow. Finally, he declares to be very satisfied about the charitable work of the foundation "OneSight". Once the presentation is finished, he informs the meeting that: - the documentation concerning the financial statements and the consolidated financial statements was filed on 5 April 2011 at the Company s office and with Borsa Italiana in accordance with the time limits laid down by law and was also published on the website as well as made available to anybody who requested it upon registration for this Meeting; - that it took Audit Company Deloitte & Touche S.p.A. a total of 4,160 hours, for a consideration invoiced at Euro 272,340, in relation to the audit of the financial statements and consolidated financial statements as at 31 December 2010, to check the regular book keeping and correct registration of management related issues in the accounting records, as specified in the statement of the audit company; - that the audit company reported that no irregularities were found both in the financial statements and in the consolidated financial statements; that the management report was consistent and that no irregularities were found in the report on corporate governance and ownership structure, as shown by the reports included in the financial statements folder; - that the board of auditors prepared its report on 4 April In order to provide more space for the discussion and comments, he suggests not to read out the Financial Statement, the consolidated Financial Statements and relevant Reports, it being understood that the proposal for the allocation of profits will be read out during the discussion of the second item on the Agenda. There being no objections nor opposing requests, he asks me, Notary Public, to read out the resolution proposal. 6

7 I therefore read out the following proposal: "The Shareholders Meeting of Luxottica Group S.p.A., - having taken note of the draft financial statements for fiscal year ended 31 December 2010, of the Management Report prepared by the Board of Directors, of the Report prepared by the Board of Statutory Auditors, of the Report prepared by the Audit Company as well as of the Report prepared by the Board of Directors on the matters on the agenda; RESOLVES - to approve the financial statements as at 31 December 2010, with an operating profit of euro 294,252,234." The CEO then opens the discussion, reserving the right to answer any questions at the end of all the comments, to then allow a brief reply time to any shareholders who requested it. Shareholder Antonio Baxa speaks and underlines how 50 years of history represent a remarkable target. In relation to the financial statements, he declares that he does not have any questions, as he is satisfied with the results achieved, however he asks how the exchange rate between euro and dollar can impact on proceeds. CEO Andrea Guerra answers and compares the individual quarters of the past year with the aforementioned exchange rate, highlighting at the same time the increase in weight of other currencies in addition to the dollar. On this point, shareholder Arrigo Favalli intervenes and requests some information on performance for the 1 st quarter The CEO answers and however pointing out firstly that he is unable to reply accurately, as the approval of accounts is scheduled for the meeting of the Board of Directors taking place later that afternoon, he describes the start of the year as the natural development of 2010 with good results. As there are no further requests to take the floor, the CEO then submits to voting by show of hand the resolution proposal which I, notary public, read out. It is communicated that at the start of the voting session, 659 individuals entitled to vote are present, in person or through proxy, holding 364,680,934 shares, equal to % of the share capital. The proposal is submitted to voting by show of hand. At the end of the voting process, the Chairman declares that the proposal has been approved by majority. The results of the voting process, notified to me, notary public, after the meeting, are the following: in favour: no. 354,010,267; against: no. 12; abstained: no. 1,671; non voters: no, 10,668,984; 7

8 as recorded analytically in the list enclosed under letter "A". * * * * * The Chairman then moves on to deal with the second item on the agenda and invites the CEO to explain the proposal of the Board. He then notes that, as shown by the report, the Board of Directors, in light of the prospects and the future income expectations of the Group, suggests to resolve, with effect on the operating profit of fiscal year 2010, the distribution of a gross unit dividend of euro 0.44 for each ordinary share and each ADS. He then asks me, notary public, to read out the resolution proposal, which lists the updated data to the date of the meeting of the directors report. I read out the following proposal: "The shareholders meeting of Luxottica Group S.p.A., - having regard to the operating profit shown by the financial statements as at 31 December 2010, as approved by today s meeting, equal to euro 294,252,234; - having taken note of the Directors Report; RESOLVES 1) to set aside for legal reserve, pursuant to article 2430 of the Italian Civil Code, part of the operating profit, equal to euro 22,325.39, in the amount required to reach one fifth of the share capital subscribed at the date of this meeting; 2) to distribute a gross dividend of euro 0.44 for each entitled share and per American Depositary Shares (ADS), with effect on the amount of the operating profit for 2010, after deductions as set out at point 1; 3) to set aside as extraordinary reserve the amount of the net operating profit left over after the above appropriations; 4) to rule that the payment of dividends, bearing in mind the calendar approved by Borsa Italiana S.p.A., is processed on 26 May 2011, with detachment on 23 May 2011, pointing out, in relation to the American Depositary Shares ("ADS") listed on the New York Stock Exchange, that the date of detachment of the dividend will be 23 May 2011, the same date as for ordinary shares, while the date the dividend will be paid by Deutsche Bank Trust Company Americas, which is the bank holding the ordinary shares against which the ADS have been issued and which is responsible for the payment in question, was set by the bank itself on 2 June 2011 in US Dollars, at the exchange rate of May 26 th, 2011." The CEO then opens the discussion, reserving the right to answer any questions at the end of the comments, to then allow a brief reply time to any shareholders who requested it. There being no further requests to take the floor, the CEO then submits to voting by show of hand the resolution proposal, which I, the undersigned Notary Public, read out. 8

9 He informs that attendance has not changed compared to the previous voting. The proposal is submitted to voting by show of hand. At the end of the voting process, the Chairman declares that the proposal has been approved by majority. The results of the voting process, notified to me, notary public, after the meeting, are the following: in favour: no. 364,645,517; against: no. 6,369; abstained: no. 29,048; non voters: none; as recorded analytically in the list enclosed under letter "A. * * * * * The Chairman than moves on to deal with the third item on the agenda and invites the CEO to explain the proposal of the Board. The same reminds the audience that with the approval of financial statements for fiscal year 2011 the mandate granted to the Company Deloitte & Touche S.p.A. will expire, which was responsible for the external audit for fiscal years , and previously already entrusted with the audit for the three years In accordance with current regulations, the appointment granted to Deloitte & Touche S.p.A., which will expire upon the approval of the financial statements as at 31 December 2011, may not be further renewed or prolonged. In order to ensure an effective and efficient audit, the opportunity was discussed with the Board of Auditors and the Internal Control Committee to bring forward to fiscal year 2011 the decision concerning the granting of the appointment for the 9 year period , without prejudice to the fact that the new appointment will become effective upon termination of the current external audit appointment. Because of this, the Board of Auditors has performed the necessary actions to formulate its justified proposal, pursuant to art. 13 of Legislative Decree 39/2010, concerning the granting of the appointment of external auditor for the nine year period , included in the directors report. He therefore asks me, notary public, to read out the resolution proposal. I read out the following proposal: "The Shareholders meeting of Luxottica Group S.p.A., - having taken note that the appointment of external auditor granted to Deloitte & Touche S.p.A. will expire upon approval of the financial statements of Luxottica Group S.p.A. as at 31 December 2011; - having decided that the appointment brought forward to the current fiscal year of the new external auditor for fiscal years , to be performed during 2011, effective from the ap- 9

10 proval of the financial statements as at 31 December 2011, is justified by the need to ensure that the audit activity is effective and efficient; - having regard to the justified proposal of the Board of Auditors for the granting of the appointment as external auditor to the company PricewaterhouseCoopers S.p.A. for the nine year period ; RESOLVES 1) to appoint the audit company PricewaterhouseCoopers S.p.A. which is part of the network of auditor PricewaterhouseCoopers, for the fiscal years included in the nine year period : - the appointment as external auditor specifically includes: a. the audit of the financial statements of Luxottica Group S.p.A.; b. the audit of the consolidated financial statements of Luxottica Group S.p.A.; c. the inspection during the fiscal year of regular book keeping and correct registration of the management-related issues in the accounting records; d. the limited scope audit of the biannual consolidated financial report of Luxottica Group S.p.A.; - the appointment as auditor of the consolidated financial statements included in Form 20 F of Luxottica Group S.p.A.; - the appointment as internal auditor pursuant to Section 404 F of the Sarbanes Oxley Act (SOX); 2) to set in euro 477,000 the annual remuneration for PriceWaterhouseCoopers S.p.A., against an annual total amount of work of 5,026 hours, acknowledging that the fees are listed with reference to the tariffs applicable from 1 July 2010 to 30 June 2011, based on the total variation of the ISTAT index concerning the cost of living (consumer price index for operators and office workers) in comparison to the previous year, based on June 2010, and that the aforementioned remunerations will be increased by the reimbursements of expenses incurred in the performance of the work, such as costs of any stays outside the office and transfer costs to the extent of the amounts incurred, ancillary expenses concerning technology and secretarial duties (data banks, software) and of secretarial and communication services, charged in the lump-sum amount of 4% of fees, the supervision fee due to Consob, as well as VAT." The CEO then opens the discussion, reserving the right to answer any questions at the end of the comments, to then allow a brief reply time to any shareholders who requested it. Shareholder Antonio Baxa asks if the appointment of the audit company must not be triennial, meaning it is renewable every three years. 10

11 Upon invitation by the CEO, the Chairman of the Board of Auditors Francesco Vella answers, stating that the appointment in question lasts, by provision of the law, nine years. There being no further requests to take the floor, the CEO then submits to voting by show of hand the resolution proposal, which I, the undersigned Notary Public, read out. He informs that attendance has not changed compared to the previous voting. The proposal is submitted to voting by show of hand. At the end of the voting process, the Chairman declares that the proposal has been approved by majority and asks me, notary public, to report the exact count of the votes cast, as soon as it becomes available. The results of the last voting process, notified by me, notary public, to the meeting, are the following: in favour: no. 364,651,467; against: no. 5,354; abstained: no. 24,113; non voters: none; as recorded analytically in the list enclosed under letter "A". * * * * * Once the discussion on the items on the Agenda is concluded, the Chairman declares the meeting closed at 12 pm and thanks those present. * * * * The following document is enclosed to this deed: A. name list of shareholders with indication of votes cast by each at each voting session, with annexed list of participants in person or through proxy. These minutes are signed by me, notary public, at 8.00 p.m. of this day ten May two thousand and eleven. Signed through electronic system by a person trusted by me and by me, notary public, completed by hand, this document comprises six half-sheets and occupies twelve pages up to here. 11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

31

32

33

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

69

70

71

72

73

74

75

76

77

78

79

80

81

82

83

84

85

86

87

88

89

90

91

92

93

94

95

96

97

98

99

100

101

102

103

104

105

106

107

108

109

110 "Copia su supporto informatico conforme al documento originale su supporto cartaceo, ai sensi dell'art. 22 D.Lgs. 7 marzo 2005 n. 82" che si trasmette ad uso Registro delle Imprese, data dell'apposizione della firma digitale Copia rilasciata in termini di registrazione per gli usi consentiti dalla legge. Imposta di bollo assolto ai sensi del decreto 22 febbraio 2007 mediante M.U.I.