Incentive plan for employees of the company and its subsidiaries

Notification pursuant to article 84 bis of Consob regulation 11971/99

Milan, February 28, 2013 – Pursuant to art. 84-bis of Consob Regulation no. 11971/99, the Company hereby announces that the Board of Directors of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX) (the “Company”) has adopted the Human Resources Committee proposal recommending that the Board approve the ‘Performance Shares Plan 2013-2017’ (the “Plan”). The Plan, which pursuant to article 114-bis of Legislative Decree 58/98 will be submitted for shareholder approval during the General Meeting to be held on April 29, 2013, aims to attract, reward and strengthen the loyalty of the beneficiaries, aligning their interests with those of the Company and its subsidiaries, as well as the shareholders.

The Plan is in the form of a stock grant plan and provides that beneficiaries will be granted the right to receive free ordinary shares of the Company (the “Shares”) as long as certain financial targets set by the Board of Directors at the time of grant of the rights are achieved at the end of a specified three-year reference period. Specifically, over the course of the three-year reference period, consolidated EPS or “earnings per share” targets must be cumulatively reached, as set forth in the Group’s consolidated statements of income, equal to the net income highlighted in the financial statements divided by the total number of shares representing the Company’s share capital.

The Plan is reserved for employees of the Company and its subsidiaries, who will be identified individually by the Board of Directors based on the recommendation of the Human Resources Committee. The beneficiaries may include Company Board Members, executive officers, managers and employees who are in positions that are designated as having growth-potential within the Group. In the event of termination of employment, depending on the nature and cause, a beneficiary may lose all the rights which have been awarded under the Plan or be permitted to maintain rights in proportion to the period of time of employment, notwithstanding the derogation right by the Board of Directors. The Board of Directors may prohibit the right to transfer, fully or partially, the allocated Shares for a certain period by some or all of the beneficiaries under the Plan.
 
The Plan will be implemented as of the date of shareholder approval at the General Meeting and will expire on December 31, 2017. The Plan covers a maximum of 10,000,000 Shares for the entire duration of the Plan. Each annual grant will not exceed 2,500,000 Shares.

Treasury shares will be used to fund grants made under the Plan, however, nothing will limit the right of the Board of Directors in the future to use ordinary shares resulting from increases of share capital.