LensCrafters 2015 Annual Report Download - page 46

Report on corporate governance and ownership structure as of December 31, 2015 Page 6 of 45
On April 17, 2012 Luxottica Group S.p.A. and the subsidiary Luxottica U.S. Holdings Corp. entered into a revolving
loan agreement for Euro 500 million expiring on April 10, 2019 with Unicredit AG - Milan Branch as agent, and with
Bank of America Securities Limited, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment
Bank – Milan Branch, Banco Santander S.A., The Royal Bank of Scotland PLC and Unicredit S.p.A. as backers,
guaranteed by its subsidiary Luxottica S.r.l. 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 party cannot repay the debt. This loan was paid off on
February 27, 2015.
On March 19, 2012 the Company issued a bond listed on the Luxembourg Stock Exchange (code ISIN XS0758640279)
for a total amount of Euro 500 million, expiring on March 19, 2019. The offering prospectus contains a clause
concerning the change of control, which provides for the possibility of the holders of the bonds to exercise a redemption
option of 100% of the value of the notes in the event that a third party not linked to the Del Vecchio family gains
control of the Company. This clause is not applied in the event that the Company obtains an investment grade credit
rating. On January 20, 2014 the Standard & Poor’s rating agency awarded the Long Term Credit Rating “A-” to the
Company.
On February 10, 2014 the Company issued a bond listed on the Luxembourg Stock Exchange (code ISIN
XS1030851791) for a total amount of Euro 500 million, expiring on February 10, 2024. The transaction was issued
using the EMTN Program, whose prospectus contains a clause concerning the change of control, which provides for the
possibility of the holders of the bonds to exercise a redemption option of 100% of the value of the notes in the event that
a third party not linked to the Del Vecchio family gains control of the Company. This clause is not applied in the event
that the Company obtains an investment grade credit rating. The Standard & Poor’s rating agency awarded the Long
Term Credit Rating “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, and in general for all the information on the remuneration of Directors and
managers with strategic responsibilities and the implementation of the recommendations of the Code of Conduct with
regard to remuneration, 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 an extraordinary Meeting of Stockholders, 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 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.