Milan, Italy, April 29, 2009 – The Annual General Meeting of Shareholders of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a global leader in premium fashion, luxury and sports eyewear, today approved the Company’s IFRS financial statements for fiscal year 2008.
Following the presentation by the Board of Directors of the results for fiscal year 2008 and having heard the favorable opinion by the statutory auditors, the Meeting voted to allocate net income for fiscal year 2008 to the Extraordinary Reserve, thereby suspending for the time being the payment of dividends to further strengthen the Company’s equity structure. The Board of Directors deferred the matter of the payment of dividends for 2008 to a possible Shareholders’ Meeting to be called in the second half of 2009.
The Meeting then approved the appointment of the following 15 directors to the Board of Directors: Leonardo Del Vecchio, Luigi Francavilla, Andrea Guerra, Roger Abravanel, Mario Cattaneo, Enrico Cavatorta, Roberto Chemello, Claudio Costamagna, Claudio Del Vecchio, Sergio Erede, Sabina Grossi, Marco Mangiagalli, Gianni Mion and Marco Reboa (from a list submitted by controlling shareholder Delfin S.a.r.l.) and Ivanhoe Lo Bello (from a list submitted by certain institutional shareholders).
Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Marco Mangiagalli, Gianni Mion, Marco Reboa and Ivanhoe Lo Bello declared themselves qualified to act as independent directors as defined by Article 148, Clause 3, of the Italian Consolidated Finance Act (Testo Unico della Finanza) and Listed Companies Code of Ethics (Codice di Autodisciplina delle Società Quotate). Detailed curriculums for these directors are available at www.luxottica.com.
The Meeting also appointed to the Board of Statutory Auditors Francesco Vella, as chairman, and Enrico Cervellera and Alberto Giussani, as permanent auditors. Mario Magenes and Alfredo Macchiati were appointed as alternate auditors. Francesco Vella and Alfredo Macchiati were selected from a list submitted by certain institutional shareholders. Enrico Cervellera, Alberto Giussani and Mario Magenes were selected from a list submitted by Delfin S.a.r.l.
The Meeting also established monthly gross compensation for the entire Board of Directors in the amount of Euro 101,497.50. The term for the members of the Board is three years, until the approval of the statutory financial statements for the fiscal year ended December 31, 2011 by the Annual General Meeting of Shareholders called to approve this matter. Similarly, the Meeting established annual gross compensation for the chairman of the Board of Statutory Auditors in the amount of Euro 105,000 and of Euro 70,000 for each of the permanent auditors. The term for the members of the Board of Statutory Auditors, which will carry out the functions of the Audit Committee as defined by the U.S. Sarbanes-Oxley Act, is three years, until the approval of the statutory financial statements for the fiscal year ended December 31, 2011 by the Annual General Meeting of Shareholders called to approve this matter.
At a meeting following the end of the Shareholders’ Meeting, the Board of Directors reappointed Andrea Guerra as CEO and appointed members to Board of Directors’ committees as follows: for the Human Resources Committee: Roger Abravanel, Claudio Costamagna (chairman), Sabina Grossi and Gianni Mion, each a non-executive director and, for the majority, also an independent director; and, for the Internal Control Committee: Mario Cattaneo (chairman), Marco Mangiagalli and Marco Reboa, each an independent director.
The Board of Directors also ascertained that the above mentioned independent directors are all legally qualified to act as such.