LensCrafters 2010 Annual Report Download - page 78

ANNUAL REPORT 2010> 76 |
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 Art. 120 of Italian Legislative Decree
no. 58/1998 (“Italian Consolidated Financial Law”) and to CONSOB Resolution no. 11971/1999, at January 31, 2011,
the Company’s shareholders with an equity holding greater than 2% of Luxottica Group S.p.A. share capital were the
following:
Delfin S.à r.l., with 67.2% of the share capital (313,253,339 shares);•
Giorgio Armani, with 4.87% 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 7.6% of the share capital (35,456,306 ADRs) • (1) held on behalf of third
parties.
The Chairman Leonardo Del Vecchio controls Delfin S.à r.l.
The Company is not subject to management and control as defined in the Italian Civil Code.
The Board of Directors made an assessment in this respect, as it deemed that the presumption indicated in article
2497–sexies was overcome, as Delfin S.à r.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.
More details 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 are available in the notes to the consolidated financial
statements and in the documents prepared pursuant to article 84–bis of the Regulations for Issuers, available on the
Company’s website in the Governance section.
The Company is not aware of any agreements among shareholders 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 US$ 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 US$ 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
(1) The shares held by Deutsche Bank Trust Company Americas represent ordinary shares that are traded in the US fi nancial 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 certifi cates entitling the holders to participate and vote in the
meetings.