LensCrafters 2015 Annual Report Download - page 45

Report on corporate governance and ownership structure as of December 31, 2015 Page 5 of 45
not prepare and approve industrial, financial and strategic plans nor does it approve the budgets that are to be
implemented by Luxottica; (b) the parent holding company is not involved in the definition of business or market
strategies aimed at any subsidiary company; (c) no directives or instructions on financial or credit matters are issued to
Luxottica, or regarding the choice of contracting parties or extraordinary transactions; (d) the parent holding company is
not required to approve investment transactions of the subsidiary company Luxottica in advance; or (e) there are no
policies or regulations that are “imposed” on any subsidiary by the parent holding company. It was also observed that
the Chairman is the only common director of the parent holding company and the Company, and this circumstance,
although undoubtedly significant, is not such as to integrate a form of direction in the management of the Company.
Information on the stock option plans, the share capital increases approved by stockholders and reserved to stock option
plans, and the performance share plans assigned to employees is available in the annual financial report, in the
documents prepared pursuant to article 84-bis of the Regulations for Issuers, available on the Company’s website in the
Company/Governance/Compensation section and in the Report on Remuneration prepared in accordance with 123-ter
of Italian Consolidated Financial Law.
The Company is not aware of any agreements among stockholders pursuant to article 122 of the Italian Consolidated
Financial Law.
With the exception of the statements hereafter, Luxottica and its subsidiary companies are not party to any significant
agreement which is amended or terminated in the event of a change in control and that can be disclosed without causing
damages to the Company.
On June 30, 2008 the subsidiary company Luxottica U.S. Holdings made a private placement of notes in the U.S.
market for a total amount of USD 275 million with the following expiry dates: USD 20 million which expired on July 1,
2013; USD 127 million, which expired on July 1, 2015; and USD 128 million, which will expire on July 1, 2018. The
agreement with institutional investors 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 at least 50% of the Company’s shares.
On January 29, 2010 the subsidiary company Luxottica U.S. Holdings made a private placement of notes in the U.S.
market for a total amount of USD 175 million with the following expiry dates: USD 50 million on January 29, 2017;
USD 50 million on January 29, 2020; and USD 75 million on January 29, 2019. The Note Purchase 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 at least 50% of the Company shares.
On September 30, 2010 Luxottica Group S.p.A. made a private placement of notes in the U.S. market for a total amount
of Euro 100 million with the following expiry dates: Euro 50 million on September 15, 2017; and Euro 50 million on
September 15, 2020. The Note Purchase Agreement provides for the advance payment of the loan in the event that a
third party not linked to the Del Vecchio family gains control of at least 50% of the Company shares.
On November 10, 2010 the Company issued a bond listed on the Luxembourg Stock Exchange (code ISIN
XS0557635777) for a total amount of Euro 500 million. This bond was fully paid off on November 10, 2015.
On December 15, 2011 the subsidiary Luxottica U.S. Holdings Corp. made a private placement of notes in the U.S.
market for a total amount of USD 350 million, expiring on December 15, 2021. The Note Purchase 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 at least 50% of the Company shares.