LensCrafters 2011 Annual Report Download - page 267

| 191 >STATUTORY FINANCIAL STATEMENTS - REPORT OF THE STATUTORY AUDITORS
case a subject, not related to Del Vecchio family, acquires at least the 50% of the
company shares;
4) on April 2011, the plan for purchasing treasury shares, approved by the
Shareholders’ meeting on October 29, 2009 expired. During 2011 fiscal year the
Company purchased treasury shares for an overall amount of Euro 10,4 millions.
In August 2011, as part of the celebrations marking the Group 50th anniversary
of its founding, the Board of Directors of Luxottica Group S.p.A. approved the
gifting of free treasury shares to employees of the Group Italian subsidiaries. The
transaction involved over seven thousand employees for an aggregate amount of
313,575 Group treasury shares;
5) on September 19, 2011 the Group approved the acquisition of the building located
at Passaggio Centrale, 2 (Milan), already linked to the main offices located at Via
Cantù 2, enlarging the Group working office area. Since the building was an asset of
Partimmo S.r.l., that is controlled by Delfin S.à.r.l. and ultimately held by Leonardo
Del Vecchio, the acquisition was considered a related party transaction and carried
out based on the procedures adopted on October 25, 2010. CB Richard Ellis, expert
in luxury real estate market, was appointed by the Group, as suggested by the
independent members of the Internal Control Committee, to evaluate the building.
The Committee, composed only by non-executive, independent directors qualified
to give opinion on the matter, expressed its favorable opinion;
6) during the year the Group had entered into agreements pursuant to which the Group
subsequently acquired two sunglass specialty retail chains in Mexico for a total amount
of Euro 19.5 million. Furthermore, the Group and Grupo Tecnol Ltda signed an
agreement to acquire 80 percent of Grupo Tecnol capital. As a result of this acquisition,
Luxottica will significantly strengthen its presence in Brazil. Finally, a Letter of Intent had
been signed by Luxottica and Armani Group, which is preliminary to an exclusive license
agreement for the design, manufacturing and global distribution of sun and prescription
eyewear under the Armani Group brands, starting from January 2013;
7) the Company had entered into an agreement to accelerate the purchases, in July
2011, of 60 percent of Multiopticas Internacional S.L. (Multiopticas Internacional”)
share capital, for an amount of about Euro 95 millions, increasing its ownership to
100 percent. Multiopticas owns over 470 stores in South America.
Based on the information available to us, we can reasonably assure that the transactions
here above described are compliant with law and the Company bylaws and were not
manifestly imprudent, high risky, in potential conflict of interest or able to compromise
the integrity of the Company assets. From the information disclosed during the Board
of Directors’ meetings, it appears that the Directors did not undertake any transactions
that create potential conflict of interest with the Company;
c) we investigated and verified, to the extent of our responsibility, that the organizational
structure of the company was adequate, that the principles of fair management were
respected and that the instructions given by the Company to its subsidiaries were
coherent with article 114, paragraph 2 of Italian Legislative Decree 58/1998. These
tasks were executed thanks to the information collected from the competent functional
managers and from meetings with the Audit Company, according to a reciprocal
exchange of the significant facts and figures. No significant issues concerning the
main subsidiaries emerged from the assessment of the annual reports, annexed to the
financial statements and issued by the Boards of Statutory Auditors (where they exist),
and from the information sharing with the latter;