Annual Review 2012 - Luxottica
Annual Review 2012 - Luxottica Annual Review 2012 - Luxottica
56 | ANNUAL REPORT 2012 the members of the Board of Directors and of the Board of Statutory Auditors and their remuneration, (ii) the approval of the annual financial statements and the allocation of profits, (iii) amendments to the Company’s by-laws; (iv) the appointment of the function responsible for the statutory auditing of accounts, upon the recommendation of the Board of Statutory Auditors; (v) adoption of incentive plans. The task of auditing is assigned to an audit company listed on the special CONSOB register and appointed by the Ordinary Meeting of Stockholders. The powers and responsibilities of the Board of Directors, of the Board of Statutory Auditors, of the Ordinary Meeting of Stockholders and of the Audit Committee are illustrated more in detail later in the Report. The Company’s share capital is made up exclusively of ordinary, fully paid-up voting shares, entitled to voting rights both at ordinary and extraordinary stockholders’ meetings. As at January 31, 2013 the share capital was Euro 28,428,589.98, made up of 473,809,833 shares each with a nominal value of Euro 0.06. There are no restrictions on the transfer of shares. No shares have special controlling rights. There is no employee shareholding scheme. According to the information available and the communications received pursuant to article 120 of Italian Consolidated Financial Law and to CONSOB Resolution no. 11971/1999, at January 31, 2013, the Company’s stockholders with an equity holding greater than 2% of Luxottica Group S.p.A. share capital were the following: • Delfin S.àr.l., with 61.64% of the share capital (292,035,339 shares); • Giorgio Armani, with 4.80% of the share capital (22,724,000 shares, of which 13,514,000 are beneficially owned ADRs in the name of Deutsche Bank Trust Company Americas); and • Deutsche Bank Trust Company Americas, with 7.17% of the share capital (33,963,580 ADRs) (1) held on behalf of third parties. The Chairman Leonardo Del Vecchio controls Delfin S.àr.l. The Company is not subject to management and control as defined in the Italian Civil Code. The Board of Directors made its last assessment in this respect on February 14, 2013, as it deemed that the presumption indicated in article 2497-sexies was overcome, as Delfin S.àr.l. acts as Group parent company and from an operational and business perspective there is no common managing interest between Luxottica Group and the parent company, nor between Luxottica Group and the other affiliates of Delfin. (1) The shares held by Deutsche Bank Trust Company Americas represent ordinary shares that are traded in the US financial market through issuance by the bank of a corresponding number of American Depositary Shares; these ordinary shares are deposited at Deutsche Bank S.p.A., which in turn issues the certificates entitling the holders to participate and vote in the meetings.
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 57 > Information on the stock option plans, the share capital increases approved by stockholders and reserved to stock option plans, and the performance share plan assigned to employees is available in the notes to the separate consolidated financial statements, in the documents prepared pursuant to article 84-bis of the Regulations for Issuers, available on the Company’s website in the Governance/Compensation section and in the report on remuneration prepared in accordance with article 123-ter of Italian Consolidated Financial Law. The Company is not aware of any agreements among stockholders pursuant to article 122 of the Italian Consolidated Financial Law. With the exception of the statements hereafter, Luxottica and its subsidiary companies are not parties to any agreement which is amended or terminated in the event of a change in control. On June 3, 2004 Luxottica Group S.p.A. and its subsidiary Luxottica U.S. Holdings Corp. (“U.S. Holdings”) entered into a loan agreement, which was amended on March 10, 2006, for Euro 1.13 billion and for USD 325 million expiring on March 10, 2013, with a number of banks - among which were Banca Intesa, Bank of America, Citigroup, Royal Bank of Scotland, Mediobanca and UniCredit. The agreement provides for the advance repayment of the loan in the event that a third party not linked to the Del Vecchio family gains control of the Company and at the same time the majority of lenders believe, reasonably and in good faith, that this third party is not able to repay the debt. On October 12, 2007 Luxottica Group S.p.A. and its subsidiary, U.S. Holdings, entered into a loan agreement for the total amount of USD 1.5 billion expiring on October 12, 2013 with a number of banks - among which were Citibank, UniCredit, Royal Bank of Scotland, Banca Intesa, BNP Paribas, Bank of America, Calyon and ING. The agreement provides for the advance repayment of the loan in the event that a third party not linked to the Del Vecchio family gains control of the Company and at the same time, the majority of lenders believe, reasonably and in good faith, that this third party is not able to repay the debt. On May 29, 2008 Luxottica Group S.p.A. entered into a loan agreement for the amount of Euro 250 million expiring on May 29, 2013 with Banca Intesa, Banca Popolare di Vicenza and Banca Antonveneta. The agreement provides for the advance repayment of the loan in the event that a third party not linked to the Del Vecchio family gains control of the Company and at the same time, the majority of lenders believe, reasonably and in good faith, that such third party is not able to repay the debt. On June 30, 2008 the subsidiary company U.S. Holdings made a private placement of notes in the U.S. market for a total amount of USD 275 million with the following expiry dates: USD 20 million on July 1, 2013; USD 127 million on July 1, 2015; and USD 128 million on July 1, 2018. The agreement with institutional investors provides for the advance repayment of the loan in the event that a third party not linked to the Del Vecchio family gains control of at least 50% of the Company’s shares.
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REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE<br />
| 57 ><br />
Information on the stock option plans, the share capital increases approved by<br />
stockholders and reserved to stock option plans, and the performance share plan<br />
assigned to employees is available in the notes to the separate consolidated financial<br />
statements, in the documents prepared pursuant to article 84-bis of the Regulations for<br />
Issuers, available on the Company’s website in the Governance/Compensation section<br />
and in the report on remuneration prepared in accordance with article 123-ter of Italian<br />
Consolidated Financial Law.<br />
The Company is not aware of any agreements among stockholders pursuant to article 122<br />
of the Italian Consolidated Financial Law.<br />
With the exception of the statements hereafter, <strong>Luxottica</strong> and its subsidiary companies are<br />
not parties to any agreement which is amended or terminated in the event of a change in<br />
control.<br />
On June 3, 2004 <strong>Luxottica</strong> Group S.p.A. and its subsidiary <strong>Luxottica</strong> U.S. Holdings<br />
Corp. (“U.S. Holdings”) entered into a loan agreement, which was amended on March<br />
10, 2006, for Euro 1.13 billion and for USD 325 million expiring on March 10, 2013, with<br />
a number of banks - among which were Banca Intesa, Bank of America, Citigroup,<br />
Royal Bank of Scotland, Mediobanca and UniCredit. The agreement provides for the<br />
advance repayment of the loan in the event that a third party not linked to the Del<br />
Vecchio family gains control of the Company and at the same time the majority of<br />
lenders believe, reasonably and in good faith, that this third party is not able to repay<br />
the debt.<br />
On October 12, 2007 <strong>Luxottica</strong> Group S.p.A. and its subsidiary, U.S. Holdings, entered<br />
into a loan agreement for the total amount of USD 1.5 billion expiring on October 12,<br />
2013 with a number of banks - among which were Citibank, UniCredit, Royal Bank of<br />
Scotland, Banca Intesa, BNP Paribas, Bank of America, Calyon and ING. The agreement<br />
provides for the advance repayment of the loan in the event that a third party not linked<br />
to the Del Vecchio family gains control of the Company and at the same time, the<br />
majority of lenders believe, reasonably and in good faith, that this third party is not able<br />
to repay the debt.<br />
On May 29, 2008 <strong>Luxottica</strong> Group S.p.A. entered into a loan agreement for the<br />
amount of Euro 250 million expiring on May 29, 2013 with Banca Intesa, Banca<br />
Popolare di Vicenza and Banca Antonveneta. The agreement provides for the<br />
advance repayment of the loan in the event that a third party not linked to the Del<br />
Vecchio family gains control of the Company and at the same time, the majority of<br />
lenders believe, reasonably and in good faith, that such third party is not able to<br />
repay the debt.<br />
On June 30, 2008 the subsidiary company U.S. Holdings made a private placement of<br />
notes in the U.S. market for a total amount of USD 275 million with the following expiry<br />
dates: USD 20 million on July 1, 2013; USD 127 million on July 1, 2015; and USD 128 million<br />
on July 1, 2018. The agreement with institutional investors provides for the advance<br />
repayment of the loan in the event that a third party not linked to the Del Vecchio family<br />
gains control of at least 50% of the Company’s shares.
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