LensCrafters 2011 Annual Report Download - page 132

ANNUAL REPORT 2011> 56 |
• the Shareholders’ Meeting, which has the power to vote - both in ordinary and
extraordinary meetings - among other things, upon (i) the appointment and removal of
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.
The task of auditing is assigned to an audit company listed on the special CONSOB
register and appointed by the Shareholders’ Meeting.
The powers and responsibilities of the Board of Directors, of the Board of Statutory
Auditors, of the Shareholders’ Meeting 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 shareholders’ meetings. As at
January 31, 2012 the share capital was Euro 28,059,585.60, made up of 467,659,760 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 Legislative Decree no. 58/1998 (“Italian Consolidated Financial
Law”) and to CONSOB Resolution no. 11971/1999, at January 31, 2012, the Company’s
shareholders with an equity holding greater than 2 percent of Luxottica Group S.p.A. share
capital were the following:
• Delfin S.àr.l., with 66.82 percent of the share capital (312,533,339 shares);
• Giorgio Armani, with 4.85 percent 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 7.56 percent of the share capital
(35,374,247 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 an assessment in this respect, 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  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 certi cates entitling the holders to participate and vote in the meetings.