LensCrafters 2008 Annual Report Download - page 30

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STRUCTURE
OF THE GROUP
> 28 |ANNUAL REPORT 2008
OWNERSHIP
SHARE CAPITAL
Luxottica Group S.p.A.’s capital is made up exclusively of fully paid up ordinary shares entitled to voting
rights at both ordinary and extraordinary shareholders’ meetings.
As of February 28, 2009, the share capital was Euro 27,809,887.98, with 463,498,133 shares outstanding,
each having a nominal value of Euro 0.06.
The Company does not hold treasury shares directly. However, a US subsidiary, Arnette Optics Illusions
Inc., owns 6,434,786 Luxottica Group shares.
The shareholders’ meeting on May 13, 2008 authorised, for a period of 18 months after such date, the
purchase and subsequent placement - the latter with no time restraints - of treasury shares for up to a
maximum number of 18,500,000 ordinary shares. Under such authorisation, it will also be possible to
purchase the 6,434,786 Luxottica Group shares held by the subsidiary Arnette Optics Illusions Inc.
As of April 25, 2009, the Company has not initiated any buy back operations.
MAIN SHAREHOLDERS
According to the Shareholders register, legal disclosures and other information available as of February 28,
2009, Company shareholders with an equity interest of at least 2% of Luxottica Group S.p.A.’s share capital
are as follows:
CORPORATE BOARDS
Luxottica Group’s governance system is based on a traditional management and control system with:
- shareholders who vote in ordinary and extraordinary meetings on, among other things, (i) the
appointment and revocation of directors and statutory auditors and their fees, (ii) the approval of financial
statements and allocation of profits, and (iii) changes to the by-laws.
- a board of directors whose duty is to create shareholder value; from among its members it appoints an
Internal Control Committee, which also assists the board in its internal control functions, and a Human
Resources Committee, which provides consulting and recommendations on emoluments for top
management positions and incentive plans and the composition of management structures for the main
subsidiaries);
Delfin S.àr.l. (Del Vecchio Family)
Free float (2)
Giorgio Armani (1)
Treasury shares
67.8%
25.9%
4.9%
1.4%
(1) of which 13,514,000 ADRs are held in the
name of Deutsche Bank Trust Company
Americas.
(2) includes Harris Associates L.P., with 2.04%
of the share capital, and Deutsche Bank
Trust Company Americas, with 7.63% of the
share capital on behalf of third parties. The
shares owned by Deutsche Bank Trust
Company Americas represent the shares on
the US financial market, through issuance,
by the Bank itself, of a corresponding num-
ber of American Depositary Shares; such
shares are lodged at Deutsche Bank S.p.A.,
which in turn issues the certificates for the
participation and vote at the meetings rela-
tive to the shares themselves.