LensCrafters 2015 Annual Report Download - page 47

Report on corporate governance and ownership structure as of December 31, 2015 Page 7 of 45
The Meeting of Stockholders is held on single call. 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 Ordinary Meeting of Stockholders is properly constituted irrespective of the percentage of
capital represented and resolutions are passed with the absolute majority of capital represented. The Extraordinary
Meeting of Stockholders is properly constituted with the presence of the number of stockholders that represent at least
one fifth of the share capital and passes resolutions with the vote in favor of at least two thirds of the capital
represented.
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 Meeting of Stockholders held on 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 by subscription to employees of the Company and/or its subsidiaries. The
Meeting of Stockholders held on 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 by subscription to employees of the Company and/or its subsidiaries.
The Meeting of Stockholders held on April 24, 2015 authorized the purchase and subsequent utilization of a maximum
number of 10 million Luxottica Group shares. The Company will be able to purchase treasury shares, in one or several
tranches, until the next meeting of stockholders called to approve the financial statements, but no later than eighteen
months after the date of adoption of the applicable resolution. The authorization to purchase and dispose of treasury
shares will again be submitted to the Meeting of Stockholders to be held on April 29, 2016.
As at January 31, 2016, Luxottica directly holds 3,029,192 treasury shares acquired through two buyback programs
which were authorized at the Meetings of Stockholders in 2008 and 2009, as well as 166,644 treasury shares acquired
through the activity to support market liquidity undertaken in June 2015 with the signing of an agreement with Kepler
Capital Markets S.A. to enhance the market liquidity of Luxottica Group shares in compliance with CONSOB’s market
practices permitted under resolution no. 16839 adopted on March 19, 2009, amounting to a total of 3,195,836 treasury
shares.
Please note that the information concerning the characteristics of the risk management and internal control system
referred to in article 123-bis, paragraph 2, letter b) of the Italian Consolidated Financial Law, are listed below in Section
II of this Report, which describes the Risk Management and Internal Control System.