Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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on March 19, 2019. The offering prospectus contains a clause concerning the
change of control which provides for the possibility of the holders of the bonds to
exercise a redemption option of 100% of the value of the notes in the event that a
third party not linked to the Del Vecchio family gains control of the Company. This
clause is not applied in the event that the Company obtains an investment grade
credit rating.
With regard to the agreements between the Company and the directors on the indemnity
to be paid in the event of resignation or termination of employment without just cause
or in the event of termination of the employment relationship following a take-over bid,
please refer to the report on remuneration prepared in accordance with article 123-ter of
the Italian Consolidated Financial Law.
The appointment and the removal of directors and auditors are respectively governed by
article 17 and by article 27 of the Company’s by-laws, which are available for review on
the company website www.luxottica.com in the Governance/By-laws section. With regard
to any matters not expressly provided for by the by-laws, the current legal and regulatory
provisions shall apply.
The Company’s by-laws can be modified by the extraordinary stockholders’ meeting, which
convenes and passes resolutions based on a majority vote according to the provisions of
law and, as provided for by article 23 of the by-laws, by the Board of Directors within
certain limits in modifying the by-laws to adapt to legal provisions.
Pursuant to article 12 of the Company’s by-laws, the stockholders for whom the Company has
received notice from the relevant intermediaries pursuant to the centralized management
system of the financial instruments, in accordance with the law and regulations in force at
that time, are entitled to participate and vote in the meeting.
Each share carries the right to one vote.
Pursuant to article 14 of the Company’s by-laws, the validity of the composition of the
meetings of stockholders and of the related resolutions shall be determined in accordance
with the provisions of the law.
The Board of Directors has not been granted a proxy to increase the share capital pursuant
to article 2443 of the Italian Civil Code.
The stockholders’ meeting of September 20, 2001 approved the increase in capital by
a maximum of Euro 660,000 (six hundred and sixty thousand) in one or several tranches
by March 31, 2017, through the issue of new ordinary shares to be offered exclusively
in subscription to employees of the Company and/or its subsidiaries. The stockholders’
meeting of June 14, 2006 approved the further increase in capital by a maximum of Euro
1,200,000 (one million two hundred thousand) in one or several tranches by June 30,
2021 through the issue of new ordinary shares to be offered exclusively in subscription to
employees of the Company and/or its subsidiaries.