LensCrafters 2013 Annual Report Download - page 50

8
agency Standard & Poor’s awarded the Long Term Credit Rating of “A-” to the Company
and the bonds.
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 Company/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.
On the approval date of this Report Luxottica directly holds 4,157,225 treasury shares
acquired through two buyback programs which were authorized by the Company’s
stockholders’ meeting in 2008 and 2009.