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ANNUAL REPORT 2004 - Luxottica Group

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STOCK OPTIONS PLANS<br />

At the Extraordinary Shareholders’ Meeting on March<br />

10, 1998, shareholders approved the adoption of a<br />

Stock Options Plan under which the value of the<br />

<strong>Luxottica</strong> <strong>Group</strong> shares dedicated to the stock<br />

options plan may be increased one or more times, by<br />

a maximum amount of Lire 1,225,000,000, through<br />

the issue of 12,250,000 ordinary shares to officers<br />

and key employees of the <strong>Group</strong>. The conversion of<br />

<strong>Luxottica</strong> <strong>Group</strong>’s authorized and issued share capital<br />

into Euro, approved on June 26, 2001, resulted in a<br />

decrease in the number of ordinary shares available<br />

for the aforementioned Stock Options Plan.<br />

In consideration of the reduction of the number of<br />

ordinary shares available for the Stock Options Plan,<br />

and the growing size of <strong>Luxottica</strong> <strong>Group</strong> resulting in a<br />

larger number of potential employee beneficiaries of<br />

stock options, on September 20, 2001, the<br />

Extraordinary Shareholders’ Meeting approved a<br />

Stock Options Plan under which the value of the<br />

<strong>Luxottica</strong> <strong>Group</strong> shares dedicated to the stock<br />

options plan could be increased one or more times,<br />

by a maximum amount of Euro 660,000, through the<br />

issue of new ordinary shares to officers and key<br />

employees of the <strong>Group</strong>.<br />

On September 14, <strong>2004</strong>, <strong>Luxottica</strong> <strong>Group</strong> announced<br />

that its majority shareholder, Leonardo Del Vecchio,<br />

allocated 2.11%, or 9.6 million, of the shares held by<br />

him through the holding company La Leonardo<br />

Finanziaria S.r.l., to a stock options plan for the<br />

<strong>Group</strong>’s top management. Options issued through<br />

this plan will become exercisable upon the<br />

accomplishment of certain financial objectives.<br />

Consequently, the cost of these shares, calculated<br />

based on the market value, will not be recorded in the<br />

balance sheet until such a time as the number of<br />

exercisable options is known.<br />

SHARE BUY BACK PLANS<br />

<strong>ANNUAL</strong> <strong>REPORT</strong> <strong>2004</strong><br />

STOCK OPTIONS PLANS<br />

AND SHARE BUY BACK PLANS<br />

On September 25, 2002, <strong>Luxottica</strong> U.S. Holdings<br />

Corp., a U.S. subsidiary of <strong>Luxottica</strong> <strong>Group</strong>, approved<br />

the purchase of up to 11,500,000 <strong>Luxottica</strong> <strong>Group</strong>’s<br />

ADS, representing an equal number of ordinary<br />

shares, equivalent to 2.5% of <strong>Luxottica</strong> <strong>Group</strong>’s<br />

authorized and issued share capital. This plan, now<br />

expired, required that the purchase be carried out on<br />

the New York Stock Exchange within 18 months of its<br />

approval.<br />

On March 20, 2003, <strong>Luxottica</strong> U.S. Holdings Corp.<br />

approved the purchase of up to 10,000,000 <strong>Luxottica</strong><br />

<strong>Group</strong> ADS, representing an equal number of ordinary<br />

shares, and equivalent to 2.2% of <strong>Luxottica</strong> <strong>Group</strong>’s<br />

authorized and issued share capital, to be purchased<br />

on the New York Stock Exchange within 18 months of<br />

its approval. As of its expiration date, <strong>Luxottica</strong> U.S.<br />

Holdings Corp. had acquired 6,434,786 <strong>Luxottica</strong><br />

<strong>Group</strong> ADS.<br />

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