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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

April 1, 2015

COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

PIAZZALE LUIGI CADORNA 3, MILAN, 20123 ITALY
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.        Form 20-F ý    Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No ý

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                          

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Set forth below is the text of a press release issued on April 1, 2015.

2014 ANNUAL FINANCIAL REPORT

        Milan, Italy—April 1, 2015.—The 2014 annual financial report, the related reports of the Company's independent registered public accounting firm and the Board of Statutory Auditors, the annual report on corporate governance and ownership structure and the remuneration report are available at the Company's registered office, on the "1info" storage mechanism at www.1info.it and through the Company/Governance/General Meeting section of the Company's website at www.luxottica.com.

        The financial statements of subsidiary and affiliated companies according to article 2429 of the Italian Civil Code and the information required by article 36 of CONSOB regulation n. 16191/2007 for Extra European Union (UE) subsidiaries are also available at the registered office of the Company.

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EXHIBIT INDEX

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        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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2014 ANNUAL FINANCIAL REPORT
EXHIBIT INDEX



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Exhibit 99.1

AUDITORS' REPORT IN ACCORDANCE WITH ARTICLES 14 AND 16 OF LEGISLATIVE DECREE NO. 39 DATED JANUARY 27, 2010

To the Shareholders of
Luxottica Group SpA

        1.     We have audited the consolidated financial statements of Luxottica Group SpA and its subsidiaries ("Luxottica Group") as of December 31, 2014 which comprise the statement of financial position, the statement of income, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and related notes. The Directors of Luxottica Group SpA are responsible for the preparation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with the regulations issued to implement article 9 of Legislative Decree No. 38/2005. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

        2.     We conducted our audit in accordance with the auditing standards recommended by Consob, the Italian Commission for listed Companies and the Stock Exchange. Those standards require that we plan and perform the audit to obtain the necessary assurance about whether the consolidated financial statements are free of material misstatement and, taken as a whole, are presented fairly. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors. We believe that our audit provides a reasonable basis for our opinion.

        For the opinion on the consolidated financial statements of the prior year, which are presented for comparative purposes, reference is made to our report dated April 4, 2014.

        3.     In our opinion, the consolidated financial statements of Luxottica Group as of December 31, 2014 comply with the International Financial Reporting Standards as adopted by the European Union and with the regulations issued to implement article 9 of Legislative Decree No. 38/2005; accordingly, they have been prepared clearly and give a true and fair view of the financial position, results of operations and cash flows of Luxottica Group for the year then ended.

        4.     The Directors of Luxottica Group SpA are responsible for the preparation of the management report and of the report on corporate governance and ownership structure in accordance with applicable laws and regulations. Our responsibility is to express an opinion on the consistency of the management report and of the information referred to in paragraph 1, letters c), d), f), l), m), and paragraph 2, letter b), of article 123-bis of Legislative Decree No. 58/98 presented in the report on corporate governance and ownership structure, with the financial statements, as required by law. For this purpose, we have performed the procedures required under Italian Auditing Standard 1 issued by the Italian Accounting Profession (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili) and recommended by Consob. In our opinion, the management report and the information referred to in paragraph 1, letters c), d), f), l), m) and paragraph 2, letter b), of article 123-bis of Legislative Decree No. 58/98 presented in the report on corporate governance and ownership structure are consistent with the consolidated financial statements of Luxottica Group as of December 31, 2014.

Milan, April 1, 2015

PricewaterhouseCoopers SpA

Signed by

Stefano Bravo
(Partner)

This report is an English translation of the original audit report, which was issued in Italian. This report has been prepared solely for the convenience of international readers.

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Exhibit 99.1

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Exhibit 99.2

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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CONSOLIDATED STATEMENT OF INCOME

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013

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CONSOLIDATED STATEMENT OF CASH FLOWS

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CONSOLIDATED STATEMENT OF CASH FLOWS

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Luxottica Group S.p.A.
Registered office at Piazzale Cadorna 3—20123 Milan
Share capital € 28,900,294.98
Authorized and issued

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS
As of DECEMBER 31, 2014

GENERAL INFORMATION

        Luxottica Group S.p.A. (the "Company") is a corporation with a registered office in Milan, Italy, at Piazzale Cadorna 3.

        The Company and its subsidiaries (collectively, the "Group") operate in two industry segments: (1) manufacturing and wholesale distribution; and (2) retail distribution.

        Through its manufacturing and wholesale distribution operations, the Group is engaged in the design, manufacturing, wholesale distribution and marketing of proprietary brands and designer lines of mid- to premium-priced prescription frames and sunglasses, as well as of performance optics products.

        Through its retail operations, as of December 31, 2014, the Company owned and operated 6,471 retail locations worldwide and franchised an additional 613 locations principally through its subsidiaries Luxottica Retail North America, Inc., Sunglass Hut Trading, LLC, OPSM Group Limited, Oakley, Inc. ("Oakley") and Multiópticas Internacional S.L.

        In line with prior years, the retail division's fiscal year is a 52- or 53-week period ending on the Saturday nearest December 31. The accompanying consolidated financial statements include the operations of all retail divisions for the 52-week periods for fiscal years 2013. For fiscal year 2014 the accompanying financial statements include the operation of the North American, South African, and European retail divisions for the 53-week period.

        The use of a calendar fiscal year by these entities would not have had a material impact on the consolidated financial statements.

        The Company is controlled by Delfin S.à r.l., a company subject to Luxembourg law.

        These consolidated financial statements were authorized to be issued by the Board of Directors of the Company at its meeting on March 2, 2015.

BASIS OF PREPARATION

        The consolidated financial statements as of December 31, 2014 have been prepared in accordance with the Legislative Decree No. 38 of February 28, 2005, exercise of the options of art. 5 of European Regulation n. 1606/2002 and in compliance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union, as of the date of approval of these consolidated financial statements by the Board of Directors of the Company.

        IFRS are all the international accounting standards ("IAS") and all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), previously named the Standing Interpretation Committee ("SIC").

        The Group also applied the CONSOB resolution n. 15519 of July 27, 2006 and the CONSOB communication n. 6064293 of July 27, 2006. During 2009 and 2010, Consob, in agreement with the Bank of Italy and ISVAP issued two documents (no. 2 and 4), "Information to be provided in financial reports about business continuity, financial risks, checks for the reduction in value of assets and uncertainties

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

regarding the use of estimates" and "Disclosure in financial reports on long lived asset impairment tests, terms of borrowing agreements, debt restructurings and the "fair value hierarchy" "for which applicable disclosures have been included in this document. Another document (no. 5) was issued in 2012 about the accounting treatment of the deferred taxes recognized based on Law 214/2011. Where applicable the requirement of the above-mentioned document have been taken into account in the preparation of the consolidated financial statements as of December 31, 2014.

        The principles and standards utilized in preparing these consolidated financial statements have been consistently applied through all periods presented.

        These consolidated financial statements are composed of a consolidated statement of income, a consolidated statement of comprehensive income, a consolidated statement of financial position, a consolidated statement of cash flows, a consolidated statement of changes in equity and related notes to the Consolidated Financial Statements.

        The Company's reporting currency for the presentation of the consolidated financial statements is the Euro. Unless otherwise specified, the figures in the statements and within these Notes to the Consolidated Financial Statements are expressed in thousands of Euro.

        The Company presents its consolidated statement of income using the function of expense method. The Company presents current and non-current assets and current and non-current liabilities as separate classifications in its consolidated statements of financial position. This presentation of the consolidated statement of income and of the consolidated statement of financial position is believed to provide the most relevant information. The consolidated statement of cash flows was prepared and presented utilizing the indirect method.

        The financial statements were prepared using the historical cost convention, with the exception of certain financial assets and liabilities for which measurement at fair value is required.

        The consolidated financial statements have been prepared on a going concern basis. Management believes that there are no financial or other indicators presenting material uncertainties that may cast significant doubt upon the Group's ability to meet its obligations in the foreseeable future and in particular in the next 12 months.

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION PRINCIPLES

Subsidiaries

        Subsidiaries are any entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Power is generally presumed with an ownership of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

        The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is measured as the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognizes any non-controlling interest in the acquiree at either fair value or the non-controlling interest's proportionate share of the acquiree's net assets.

        The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the Group makes a new assessment of the net assets acquired and any residual difference is recognized directly in the consolidated statement of income.

        In business combinations achieved in stages, the Group remeasures its previously held equity interest in the acquiree at its acquisition date fair value and recognizes the resulting gain or loss, if any, in operating income reflecting the Group's strategy to continue growing through acquisitions.

        Inter-company transactions, balances and unrealized gains and losses on transactions between Group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

        The individual financial statements used in the preparation of the consolidated financial statements are prepared and approved by the administrative bodies of the individual companies.

Transactions with non-controlling interests

        Transactions with non-controlling interests are treated as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

        When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss.

Associates

        Associates are any entities over which the Group has significant influence but not control, generally with ownership of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost.

        The Group's share of its associates' post-acquisition profits or losses is recognized in the consolidated statement of income, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

        Investments in associates are tested for impairment in case there are indicators that their recoverable amount is lower than their carrying value.

Other companies

        Investments in entities in which the Group does not have either control or significant influence, generally with ownership of less than 20%, are originally recorded at cost and subsequently measured at fair value. Changes in fair value are recorded in the consolidated statement of comprehensive income.

Translation of the financial statements of foreign companies

        The Group records transactions denominated in foreign currency in accordance with IAS 21—The Effect of Changes in Foreign Exchange Rates.

        The results and financial position of all the Group entities (none of which have the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

        (a)   assets and liabilities for each consolidated statement of financial position presented are translated at the closing rate at the date of that consolidated statement of financial position;

        (b)   income and expenses for each consolidated statement of income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and

        (c)   all resulting exchange differences are recognized in other comprehensive income.

        Goodwill and fair value adjustments arising from the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

        The exchange rates used in translating the results of foreign operations are reported in the Exchange Rates Attachment to the Notes to the Consolidated Financial Statements.

COMPOSITION OF THE GROUP

        During 2014, the composition of the Group changed due to the acquisition of glasses.com which occurred in January 2014.

        Please refer to Note 4 "Business Combinations," and Note 11 "Goodwill and Intangible assets" for a description of the primary changes to the composition of the Group.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

        Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Investments qualify as cash equivalents only when they have a maturity of three months or less from the date of the acquisition.

Accounts receivable and other receivables

        Accounts receivable and other receivables are carried at amortized cost. Losses on receivables are measured as the difference between the receivables' carrying amount and the present value of estimated future cash flows discounted at the receivables' original effective interest rate computed at the time of initial recognition. The carrying amount of the receivables is reduced through an allowance for doubtful accounts. The amount of the losses on written-off accounts is recorded in the consolidated statement of income within selling expenses.

        Subsequent collections of previously written-off receivables are recorded in the consolidated statement of income as a reduction of selling expenses.

Inventories

        Inventories are stated at the lower of the cost determined by using the average annual cost method by product line, which approximates the weighted average cost, and the net realizable value. Provisions for write-downs for raw materials and finished goods which are considered obsolete or slow moving are computed taking into account their expected future utilization and their realizable value. The realizable value represents the estimated sales price, net of estimated sales and distribution costs.

Property, plant and equipment

        Property, plant and equipment are measured at historical cost. Historical cost includes expenditures that are directly attributable to the acquisition of the items. After initial recognition, property, plant and equipment is carried at cost less accumulated depreciation and any accumulated impairment loss. The depreciable amount of the items of property, plant and equipment, measured as the difference between their cost and their residual value, is allocated on a straight-line basis over their estimated useful lives as follows:

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Depreciation ceases when property, plant and equipment is classified as held for sale, in compliance with IFRS 5—Non-Current Assets Held for Sale and Discontinued Operations.

        Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. Repair and maintenance costs are charged to the consolidated statement of income during the financial period in which they are incurred.

        Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying item of property, plant and equipment are capitalized as part of the cost of that asset.

        The net carrying amount of the qualifying items of property, plant and equipment as well as their useful lives are assessed, if necessary, at each balance sheet date. The Group would record a write down of the net carrying amount if it is lower than their recoverable amount.

        Upon disposal or when no future economic benefits are expected from the use of an item of property, plant and equipment, its carrying amount is derecognized. The gain or loss arising from derecognition is included in profit and loss.

Finance and operating leases

        Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the consolidated statement of income on a straight-line basis over the lease term.

        Leases where lessees bear substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lease's commencement at the lower of the fair value of the leased property and the present value of the minimum lease payments.

        Each finance lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in "long-term debt" in the statement of financial position. The interest element of the finance cost is charged to the consolidated statement of income over the lease period. The assets acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term.

Intangible assets

        (a)   Goodwill

        Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is tested at least annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        (b)   Trademarks and other intangible assets

        Separately acquired trademarks and licenses are shown at historical cost. Trademarks, licenses and other intangible assets, including distribution networks and franchisee agreements, acquired in a business combination are recognized at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful lives.

        Contractual customer relationships acquired in a business combination are recognized at fair value at the acquisition date. The contractual customer relations have a finite useful life and are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized over the expected life of the customer relationship.

        All intangible assets are subject to impairment tests, as required by IAS 36—Impairment of Assets, if there are indications that the assets may be impaired.

        Trademarks are amortized on a straight-line basis over periods ranging between 15 and 25 years. Distributor network, customer relation contracts and lists are amortized on a straight-line basis or on an accelerated basis (projecting diminishing cash flows) over periods ranging between 3 and 25 years. Other intangible assets are amortized on a straight-line basis over periods ranging between 3 and 7 years.

Impairment of assets

        Intangible assets with an indefinite useful life, for example goodwill and assets in progress, are not subject to amortization and are tested at least annually for impairment.

        All other assets within the scope of IAS 36 are tested for impairment whenever there are indicators that those assets may be impaired. If such indicators exist the assets' net carrying amount is compared to their estimated recoverable amounts. An impairment loss is recognized if the carrying amount is lower that the recoverable amounts.

        Tangible assets and intangible assets with a definite useful life are subject to amortization and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, tangible and intangible assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Intangible assets with a definite useful life are reviewed at each reporting date to assess whether there is an indication that an impairment loss recognized in prior periods may no longer exist or has decreased. If such an indication exists, the loss is reversed and the carrying amount of the asset is increased to its recoverable amount, which may not exceed the carrying amount that would have been determined if no impairment loss had been recorded. The reversal of an impairment loss is recorded in the consolidated statement of income.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial assets

        The financial assets of the Group fall into the following categories:

        (a)   Financial assets at fair value through profit and loss

        Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this category are classified as current or non-current assets based on their maturity and are initially recognized at fair value.

        Transaction costs are immediately recognized in the consolidated statement of income.

        After initial recognition, financial assets at fair value through profit and loss are measured at their fair value each reporting period. Gains and losses deriving from changes in fair value are recorded in the consolidated statement of income in the period in which they occur. Dividend income from financial assets at fair value through profit or loss is recognized in the consolidated statement of income as part of other income when the Group's right to receive payments is established.

        (b)   Loans and receivables

        Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months or which are not expected to be repaid within 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables are comprised of trade and other receivables. Loans and receivables are initially measured at their fair value plus transaction costs. After initial recognition, loans and receivables are measured at amortized cost, using the effective interest method.

        (c)   Financial assets available for sale

        Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period. Financial assets available for sale are initially measured at their fair value plus transaction costs. After initial recognition, financial assets available for sale are carried at fair value. Any changes in fair value are recognized in other comprehensive income. Dividend income from financial assets held for sale is recognized in the consolidated statement of income as part of other income when the Group's right to receive payments is established.

        A regular way purchase or sale of financial assets is recognized using the settlement date.

        Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The fair value of listed financial instruments is based on the quoted price on an active market. If the market for a financial asset is not active (or if it refers to non-listed securities), the Group defines the fair value by utilizing valuation techniques. These techniques include using recent arms-length market transactions between knowledgeable willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flows analysis, and pricing models based on observable market inputs, which are consistent with the instruments under valuation.

        The valuation techniques are primarily based on observable market data as opposed to internal sources of information.

        At each reporting date, the Group assesses whether there is objective evidence that a financial asset is impaired. In the case of investments classified as financial assets held for sale, a prolonged or significant decline in the fair value of the investment below its cost is also considered an indicator that the asset is impaired. If any such evidence exists for an available-for-sale financial asset, the cumulative loss, measured as the difference between the cost of acquisition and the current fair value, net any impairment loss previously recognized in the consolidated statement of income, is removed from equity and recognized in the consolidated statement of income.

        Any impairment loss recognized on an investment classified as an available-for-sale financial asset is not reversed.

Derivative financial instruments

        Derivative financial instruments are accounted for in accordance with IAS 39—Financial Instruments: Recognition and Measurement.

        At the date the derivative contract is entered into, derivative instruments are accounted for at their fair value and, if they are not designated as hedging instruments, any changes in fair value after initial recognition are recognized as components of net income for the year. If, on the other hand, derivative instruments meet the requirements for being classified as hedging instruments, any subsequent changes in fair value are recognized according to the following criteria, as illustrated below.

        The Group designates certain derivatives as instruments for hedging specific risks associated with highly probable transactions (cash flow hedges).

        For each derivative financial instrument designated as a hedging instrument, the Group documents the relationship between the hedging instrument and the hedged item, as well as the risk management objectives, the hedging strategy and the methodology to measure the hedging effectiveness. The hedging effectiveness of the instruments is assessed both at the hedge inception date and on an ongoing basis. A hedging instrument is considered highly effective when both at the inception date and during the life of the instrument, any changes in fair value of the derivative instrument offset the changes in fair value or cash flows attributable to the hedged items.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        If the derivative instruments are eligible for hedge accounting, the following accounting criteria are applicable:

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Fair value hedge—when a derivative financial instrument is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability ("hedged item"), both the changes in fair value of the derivative instrument as well as changes in the hedged item are recorded in the consolidated statement of income. The gain or loss related to the ineffective portion of the derivative instrument is recognized as financial income/expense.



•

Cash flow hedge—when a derivative financial instrument is designated as a hedge of the exposure to variability in future cash flows of recognized assets or liabilities or highly probable forecasted transactions ("cash flow hedge"), the effective portion of any gain or loss on the derivative financial instrument is recognized directly in other comprehensive income ("OCI"). The cumulative gain or loss is removed from OCI and recognized in the consolidated statement of income at the same time as the economic effect arising from the hedged item affects income. The gain or loss related to the ineffective portion of the derivative instrument is recognized in the consolidated statement of income. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the consolidated statement of income. When a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in OCI at that time remains in equity, and is recognized when the economic effect arising from the hedged item affects income. The Group utilizes derivative financial instruments, primarily Interest Rate Swap and Currency Swap contracts, as part of its risk management policy in order to reduce its exposure to interest rate and exchange rate fluctuations. Despite the fact that certain currency swap contracts are used as an economic hedge of the exchange rate risk, these instruments do not fully meet the criteria for hedge accounting pursuant to IAS 39 and are marked to market at the end of each reporting period, with changes in fair value recognized in the consolidated statement of income.

Accounts payable and other payables

        Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less from the reporting date. If not, they are presented as non-current liabilities.

        Accounts payable are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method.

Long-term debt

        Long-term debt is initially recorded at fair value, less directly attributable transaction costs, and subsequently measured at its amortized cost by applying the effective interest method. If there is a change in expected cash flows, the carrying amount of the long term debt is recalculated by computing the present value of estimated future cash flows at the financial instrument's original effective interest rate. Long-term debt is classified under non-current liabilities when the Group retains the unconditional

16

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

right to defer the payment for at least 12 months after the balance sheet date and under current liabilities when payment is due within 12 months from the balance sheet date.

        Long-term debt is removed from the statement of financial position when it is extinguished, i.e. when the obligation specified in the contract is discharged, canceled or expires.

Current and deferred taxes

        The tax expense for the period comprises current and deferred tax.

        Tax expenses are recognized in the consolidated statement of income, except to the extent that they relate to items recognized in OCI or directly in equity. In this case, tax is also recognized in OCI or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Interest and penalties associated with these positions are included in "provision for income taxes" within the consolidated statement of income.

        Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted as of the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Employee benefits

        The Group has both defined benefit and defined contribution plans.

        A defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the consolidated statement of financial position in respect of defined benefit pension plans

17

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets, together with adjustments for unrecognized past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension obligation.

        Actuarial gains and losses due to changes in actuarial assumptions or to changes in the plan's conditions are recognized as incurred in the consolidated statement of comprehensive income.

        For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefits expenses when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

Provisions for risks

        Provisions for risks are recognized when:

•

the Group has a present obligation, legal or constructive, as a result of a past event;



•

it is probable that the outflow of resources will be required; and



•

the amount of the obligation can be reliably estimated.

        Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. Risks that are possible are disclosed in the notes. Risks that are remote are not disclosed or provided for.

Share-based payments

        The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options). The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted.

        The total expense is recognized over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognizes the impact of the revision to original estimates, if any, in the consolidated statement of income, with a corresponding adjustment to equity.

18

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recognition of revenues

        Revenue is recognized in accordance with IAS 18—Revenue. Revenue includes sales of goods (both wholesale and retail), insurance and administrative fees associated with the Group's managed vision care business, eye exams and related professional services, and sales of goods to franchisees along with other revenues from franchisees such as royalties based on sales and initial franchise fee revenues.

        Wholesale division revenues are recognized from sales of products at the time title and the risks and rewards of ownership of the goods are assumed by the customer. The Group records an accrual for the estimated amounts to be returned against revenue. This estimate is based on the Group's right of return policies and practices along with historical data and sales trends. There are no other post-shipment obligations other than the product warranty, if required by the law. Revenues received for the shipping and handling of goods are included in sales and the costs associated with shipments to customers are included in operating expenses.

        Retail division revenues are recognized upon receipt of the goods by the customer at the retail location. In some countries, the Group allows retail customers to return goods for a period of time and, as such, the Group records an accrual for the estimated amounts to be returned against revenue. This accrual is based on the historical return rate as a percentage of net sales, the timing of the returns from the original transaction date, and is periodically revisited. There are no other post-shipment obligations other than the product warranty, if required by the law. Additionally, the retail division enters into discount programs and similar relationships with third parties that have terms of twelve or more months. Revenues under these arrangements are recognized upon receipt of the products or services by the customer at the retail location. Advance payments and deposits from customers are not recorded as revenues until the product is delivered. The retail division also includes managed vision care revenues consisting of both fixed fee and fee for service managed vision care plans. For fixed fee plans, the plan sponsor pays the Group a monthly premium for each enrolled subscriber. Premium revenue is recognized as earned during the benefit coverage period. Premiums are generally billed in the month of benefit coverage. Any unearned premium revenue is deferred and recorded within other current liabilities on the consolidated statement of financial position. For fee for service plans, the plan sponsor pays the Company a fee to process its claims. Revenue is recognized as the services are rendered. For these programs, the plan sponsor is responsible for funding the cost of claims. Accruals are established for amounts due under these relationships estimated to be uncollectible.

        Franchise revenues based on sales by unconsolidated franchisees (such as royalties) are accrued and recognized as earned. Initial franchise fees are recorded as revenue when all material services or conditions relating to the sale of the franchise have been substantially performed or satisfied by the Group and when the related store begins operations. Allowances are established for amounts due under these relationships when they are determined to be uncollectible.

        The Group licenses to third parties the rights to certain intellectual property and other proprietary information and recognizes royalty revenues when earned.

19

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Free frames given to customers as part of a promotional offer are recorded in cost of sales at the time they are delivered to the customer. Trade discounts and coupons tendered by customers are recorded as a reduction of revenue at the date of sale.

Use of accounting estimates

        The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and assumptions which influence the value of assets and liabilities as well as revenues and costs reported in the consolidated statement of financial position and in the consolidated statement of income, respectively or the disclosures included in the notes to the consolidated financial statements in relation to potential assets and liabilities existing as of the date the consolidated financial statements were authorized for issue.

        Estimates are based on historical experience and other factors. The resulting accounting estimates could differ from the related actual results. Estimates are periodically reviewed and the effects of each change are reflected in the consolidated statement of income in the period in which the change occurs.

        The most significant accounting principles which require a higher degree of judgment from management are illustrated below.

        (a)   Valuation of receivables. Receivables from customers are adjusted by the related allowance for doubtful accounts in order to take into account their recoverable amount. The determination of the amount of write-downs requires judgment from management based on available documentation and information, as well as the solvency of the customer, and based on past experience and historical trends;

        (b)   Valuation of inventories. Inventories which are obsolete are periodically evaluated and written down in the case that their recoverable amount is lower than their carrying amount. Write-downs are calculated on the basis of management assumptions and estimates which are derived from experience and historical results;

        (c)   Valuation of deferred tax assets. The valuation of deferred tax assets is based on forecasted results which depend upon factors that could vary over time and could have significant effects on the valuation of deferred tax assets;

        (d)   Income taxes. The Group is subject to different tax jurisdictions. The determination of tax liabilities for the Group requires the use of assumptions with respect to transactions whose fiscal consequences are not yet certain at the end of the reporting period. The Group recognizes liabilities which could result from future inspections by the fiscal authorities on the basis of an estimate of the amounts expected to be paid to the taxation authorities. If the result of the abovementioned inspections differs from that estimated by Group management, there could be significant effects on both current and deferred taxes;

        (e)   Valuation of goodwill. Goodwill is subject to an annual impairment test. This calculation requires management's judgment based on information available within the Group and the market, as well as on past experience;

        (f)    Valuation of intangible assets with a definite useful life (trademarks and other intangibles). The useful lives of these intangible assets are assessed for appropriateness on an annual basis; and

20

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

1.  CONSOLIDATION PRINCIPLES, COMPOSITION OF THE GROUP AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

        (g)   Benefit plans. The Group participates in benefit plans in various countries. The present value of pension liabilities is determined using actuarial techniques and certain assumptions. These assumptions include the discount rate, the expected return on plan assets, the rates of future compensation increases and rates relative to mortality and resignations. Any change in the abovementioned assumptions could result in significant effects on the employee benefit liabilities.

Earnings per share

        The Company determines earnings per share and earnings per diluted share in accordance with IAS 33—Earnings per Share. Basic earnings per share are calculated by dividing profit or loss attributable to ordinary equity holders of the parent entity by the weighted average number of shares outstanding during the period. For the purpose of calculating the diluted earnings per share, the Company adjusts the profit and loss attributable to ordinary equity holders, and the weighted average number of shares outstanding, for the effect of all dilutive potential ordinary shares.

Treasury Shares

        Treasury shares are recorded as a reduction of stockholders' equity. The original cost of treasury shares, as well as gains or losses on the purchase, sale or cancellation of treasury shares, are recorded in the consolidated statement of changes in equity.

2.  NEW ACCOUNTING PRINCIPLES

        New and amended accounting standards and interpretations, if not early adopted, must be adopted in the financial statements issued after the applicable effective date.

New standards and amendments that are effective for reporting periods beginning on or after January 1, 2014.

        IFRIC 21—Levies.    The interpretation published by the IASB on May 20, 2013 is applicable to the periods starting from January 1, 2014. IFRIC 21 is an interpretation of IAS 37—Provision, Contingent Liabilities and Contingent Assets, which requires that a provision is booked if, being certain other conditions met, an entity also has a present obligation as a consequence of a past event ("obligating event"). The interpretation clarifies the obligating event that requires an obligation to pay taxes to be recorded is the activity that determines the tax payments, as set forth by the law. The interpretation is applicable in Europe for periods beginning on June 1, 2014, and can be early adopted. The adoption of the interpretation did not have a significant impact on the consolidated financial statements of the Group.

        Amendments to IAS 32—Financial instruments: "Presentation on offsetting financial assets and financial liabilities."    The amendments clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. The standard, published in December 2011, was endorsed by the European Union in December 2012 and is effective for annual periods beginning on or after January 1, 2014. The adoption of the standard did not have a significant impact on the consolidated financial statements of the Group.

21

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

2.  NEW ACCOUNTING PRINCIPLES (Continued)

        Amendments to IAS 36—Impairment of assets.    The amendments address the disclosure of information about the recoverable amount of impaired assets if that amount is based on fair value less cost of disposals. The amendments are effective for annual periods beginning on or after January 1, 2014. The adoption of the amendments did not have a significant impact on the consolidated financial statements of the Group.

New standards and amendments that are effective for reporting periods beginning after January 1, 2015 and not early adopted.

        Amendments to IAS 19—Defined Benefit Plans: Employee Contributions.    The amendment reduces current services costs of the period by contributions paid by employees or by third parties during the period that are not related to the number of years of service, instead of allocating these contributions over the period when the services are rendered. The new provision is applicable to periods beginning on or after 1 February 2015. The Group is assessing the impacts of the above amendments on its consolidated financial statements.

        Annual Improvements to IFRS—2010 - 2012 Cycle.    The amendments adopted have an impact: (i) to IFRS 2, clarifying the definition of "vesting condition" and introduces the definitions of conditions of service and results; (ii) to IFRS 3, clarifying that obligations that correspond to contingent considerations, other than those covered by the definition of equity instrument, are measured at fair value at each balance sheet date, with changes recognized in the income statement; (iii) to IFRS 8, requiring information to be disclosed regarding the judgments made by management in the aggregation of operating segments describing how the segments have been aggregated and the economic indicators that have been evaluated to determine the aggregated segments have similar economic characteristics; (iv) to IAS 16 and IAS 38, clarifying the procedures for determining the gross carrying amount of assets when a revaluation is determined as a result of the revaluation model; and (v) to IAS 24, establishing the disclosures to be provided when there is a related party entity that provides key management personnel services to the reporting entity. The new provisions are applicable to periods beginning on or after July 1, 2014. The Group is assessing the impacts of the above amendments on its consolidated financial statements.

        Annual Improvements to IFRS—2011 - 2013 Cycle.    The amendments adopted have an impact: (i) to IFRS 3, clarifying that IFRS 3 is not applicable to detect the accounting effects related to the formation of a joint venture or joint arrangement (as defined by IFRS 11) in the financial statements of the joint venture or joint arrangement; (ii) to IFRS 13, clarifying the provisions contained in IFRS 13 whereby it is possible to measure fair value of a group of financial assets and liabilities on a net basis applies to all contracts (including non-financial contracts) within the scope of IAS 39 or IFRS 9; and (iii) IAS 40, clarifying that to determine when buying an investment property constitutes a business combination, reference must be made to the provisions of IFRS 3. The new provisions are applicable to periods beginning on or after January 1, 2015. The Group is assessing the impacts of the above amendments on its consolidated financial statements.

        IFRS 9—Financial instruments, issued in July 2014. The final version of IFRS 9 brings together the classification and measurement, impairment and hedge accounting phases of the IASB's project to replace IAS 39—Financial instruments: recognition and measurement. IFRS 9 introduces new requirements for classifying and measuring financial assets. The new standard reduces to three the

22

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

2.  NEW ACCOUNTING PRINCIPLES (Continued)

number of categories of financial assets pursuant to IAS 39 and requires that all financial assets be: (i) classified on the basis of the model which a company has adopted in order to manage its financial activities and on the basis of the cash flows from financing activities; (ii) initially measured at fair value plus any transaction costs in the case of financial assets not measured at fair value through profit and loss; and (iii) subsequently measured at their fair value or at the amortized cost. IFRS 9 also provides that embedded derivatives which fall within the scope of IFRS 9 must no longer be separated from the primary contract which contains them and states that a company may decide to directly record—within the consolidated statement of comprehensive income—any changes in the fair value of investments which fall within the scope of IFRS 9. The new model introduced by IFRS 9 eliminates the threshold for the recognition of expected credit losses, so that it is no longer necessary for a trigger event to have occurred before credit losses are recognized, and requires an entity to recognize expected credit losses at all times and to update the amount of expected credit losses at each reporting date to reflect changes in the credit risk of the financial instrument. IFRS 9 contains a three stage approach to account for credit losses. Each stage dictates the how an entity measures impairment losses. IFRS 9 aligns hedge accounting with risk management activities undertaken by companies when hedging their financial and non-financial risk exposures. The new standard enables an entity to use information produced internally as a basis for hedge accounting. The standard is not applicable until January 1, 2018, but is available for early adoption. The standard was not endorsed by the European Union at the date these financial statements were authorized for issuance. The Group has not early adopted and is assessing the full impact of adopting IFRS 9.

        IFRS 15—Revenue from contracts with customers, issued on May 28, 2014. The new standard will be effective for the first interim period within the annual reporting periods beginning on or after January 1, 2017, unless the European Union sets a different effective date during the endorsement process . This standard replaces IAS 18—Revenues, IAS 11—Construction Contracts, IFRIC 13—Customers Loyalty Programs, IFRIC 15—Agreements for Constructions of Real Estate, IFRIC 18—Transfers of Assets from Customers, SIC 31—Revenue—Barter Transactions Involving Advertising Services. Revenue is recognized when the customer obtains control over goods or services and, therefore, when it has the ability to direct the use of and obtain the benefit from them. In case an entity agrees to provide goods or services for consideration that varies upon certain future events occurring or not occurring, an estimate of this variable consideration is included in the transaction price only if highly probable. The consideration in multiple element transactions is allocated based on the price an entity would charge a customer on a stand-alone for each good or service. Entities sometimes incur costs, such as sales commissions, to obtain or fulfill a contract. Contract costs that meet certain criteria are capitalized as an asset and amortized as revenue is recognized. The standard also specifies that an entity should adjust the transaction price for the time value of the money in case the contract includes a significant financing component. The Group is currently evaluating the impact that the application of the new standard will have on its consolidated financial statements. The standard was not endorsed by the European Union at the date these financial statements were authorized for issuance.

        Amendments to IAS 16 and 38—Clarification of Acceptable Methods of Depreciation and Amortization.    The Amendments clarify the use of the "revenue based methods" to calculate the depreciation of a building. The Amendments are applicable starting January 1, 2016. The Amendment was not endorsed by the European Union at the date these financial statements were authorized for

23

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

2.  NEW ACCOUNTING PRINCIPLES (Continued)

issuance. The Group is currently evaluating the impact that the application of the new standard will have on its consolidated financial statements.

        Amendments to IFRS 11—Accounting for Acquisitions of Interests in Joint Operations.    The Amendments advise on how to account for acquisitions of interests in joint operations. The Amendments are applicable starting January 1, 2016. The Amendment was not endorsed by the European Union at the date these financial statements were authorized for issuance. The Group is currently evaluating the impact that the application of the amendments will have on its consolidated financial statements.

        Amendments to IFRS 10 and IAS 28—Sale or Contribution of Assets between an Investor and its Associate or Joint Venture—This amendment clarifies the accounting treatment in relation to profits or losses arising from transactions with joint ventures or associates accounted for using the equity method. The amendments are applicable to periods beginning on or after January 1, 2016. The Amendment was not endorsed by the European Union at the date these financial statements were authorized for issuance. The Group is evaluating the impact that the application of the amendments will have on its consolidated financial statements.

        Annual Improvements to IFRSs for 2012-2014 Cycle—The provisions modify IFRS5, IFRS 7, IAS 19 and IAS 34. The amendments are applicable to periods beginning on or after January 1, 2016. The Amendment was not endorsed by the European Union at the date these financial statements were authorized for issuance. The Group is evaluating the impact that the application of the amendments will have on its consolidated financial statements.

        Amendments to IAS 1—Disclosure Initiative—The amendments concern the materiality, the aggregation of items, the structure of the notes, the information about the accounting policies and presentation of other comprehensive income arising from the measurement by equity method investments. The amendments are applicable to periods beginning on or after January 1, 2016. The Amendment was not endorsed by the European Union at the date these financial statements were authorized for issuance. The Group is evaluating the impact that the application of the amendments will have on its consolidated financial statements.

        Amendments to IFRS 10, IFRS 12 and IAS 28—Investment Entities: Applying the Consolidation Exception—The amendments provide clarification in the application of the exception to consolidation of investment entities. The amendments are applicable to periods beginning on or after January 1, 2016. The Amendment was not endorsed by the European Union at the date these financial statements were authorized for issuance.

3.  FINANCIAL RISKS

        The assets of the Group are exposed to different types of financial risk: market risk (which includes exchange rate risks, interest rate risk relative to fair value variability and cash flow uncertainty), credit risk and liquidity risk. The risk management strategy of the Group aims to stabilize the results of the Group by minimizing the potential effects due to volatility in financial markets. The Group uses derivative financial instruments, principally interest rate and currency swap agreements, as part of its risk management strategy.

24

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3.  FINANCIAL RISKS (Continued)

        Financial risk management is centralized within the Treasury department which identifies, evaluates and implements financial risk hedging activities, in compliance with the Financial Risk Management Policy guidelines approved by the Board of Directors, and in accordance with the Group operational units. The Policy defines the guidelines for any kind of risk, such as the exchange rate risk, the interest rate risk, credit risk and the utilization of derivative and non-derivative instruments. The Policy also specifies the management activities, the permitted instruments, the limits and proxies for responsibilities.

        (a)   Exchange rate risk

        The Group operates at the international level and is therefore exposed to exchange rate risk related to the various currencies with which the Group operates. The Group only manages transaction risk. The transaction exchange rate risk derives from commercial and financial transactions in currencies other than the functional currency of the Group, i.e., the Euro.

        The primary exchange rate to which the Group is exposed is the Euro/USD exchange rate.

        The exchange rate risk management policy defined by the Group's management states that transaction exchange rate risk must be hedged for a percentage between 50% and 100% by trading forward currency contracts or permitted option structures with third parties.

        This exchange rate risk management policy is applied to all subsidiaries, including companies which have been recently acquired.

        If the Euro/USD exchange rate increases by 10% as compared to the actual 2014 and 2013 average exchange rates and all other variables remain constant, the impact on income before taxes would have been a decrease of Euro 69.9 million and Euro 72.8 million in 2014 and 2013, respectively. If the Euro/USD exchange rate decreases by 10% as compared to the actual 2014 and 2013 average exchange rates and all other variables remain constant, the impact on income before taxes would have been an increase of Euro 85.4 million and Euro 89.0 million in 2014 and 2013, respectively. Even if exchange rate derivative contracts are stipulated to hedge future commercial transactions as well as assets and liabilities previously recorded in the financial statements in foreign currency, these contracts, for accounting purposes, may not be accounted for as hedging instruments.

        (b)   Price risk

        The Group is generally exposed to price risk associated with investments in bond securities which are classified as assets at fair value through profit and loss. As of December 31, 2014 and 2013, the Group investment portfolio was fully divested. As a result, there was no exposure to price risk on such dates.

        (c)   Credit risk

        Credit risk exists in relation to accounts receivable, cash, financial instruments and deposits in banks and other financial institutions.

        c1)  The credit risk related to commercial counterparties is locally managed and monitored by a group credit control department for all entities included in the Wholesale distribution segment. Credit risk which originates within the retail segment is locally managed by the companies included in the retail segment.

25

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3.  FINANCIAL RISKS (Continued)

        Losses on receivables are recorded in the financial statements if there are indicators that a specific risk exists or as soon as risks of potential insolvency arise, by determining an adequate accrual for doubtful accounts.

        The allowance for doubtful accounts used for the Wholesale segment and in accordance with the credit policy of the Group is determined by assigning a rating to customers according to the following categories:

•

"GOOD" (active customers), for which no accrual for doubtful accounts is recorded for accounts receivable overdue for less than 90 days. Beyond 90 days overdue a specific accrual is made in accordance with the customer's credit worthiness (customers "GOOD UNDER CONTROL"); and



•

"RISK" (no longer active customers), for which the outstanding accounts receivable are fully provided. The following are examples of events that may fall into the definition of RISK:

        a.     Significant financial difficulties of the customers;

        b.     A material contract violation, such as a general breach or default in paying interest or principal;

        c.     The customer declares bankruptcy or is subject to other insolvency proceedings; and

        d.     All cases in which there is documented proof certifying the non-recoverability of the receivables (i.e., the inability to trace the debtor, seizures).

        Furthermore, the assessment of the losses incurred in previous years is taken into consideration in order to determine the balance of the bad debt provision.

        The Group does not have significant concentrations of credit risk. In any case, there are proper procedures in place to ensure that the sales of products and services are made to reliable customers on the basis of their financial position as well as past experience.. Credit limits are defined according to internal and external evaluations that are based on thresholds approved by the Board of Directors. The utilization of credit limits is regularly monitored through automated controls.

        Moreover, the Group has entered into an agreement with an insurance company in order to cover the credit risk associated with customers of Luxottica Trading and Finance Ltd. in those countries where the Group does not have a direct presence.

        c2)  With regards to credit risk related to the management of financial resources and cash availabilities, the risk is managed and monitored by the Group Treasury Department through financial guidelines to ensure that all the Group subsidiaries maintain relations with primary bank counterparties. Credit limits with respect to the primary financial counterparties are based on evaluations and analyses that are implemented by the Group Treasury Department.

        Within the Group there are various shared guidelines governing the relations with the bank counterparties, and all the companies of the Group comply with the "Financial Risk Policy" directives.

        Usually, the bank counterparties are selected by the Group Treasury Department and cash availabilities can be deposited, over a certain limit, only with counterparties with elevated credit ratings, as defined in the Financial Risk Policy.

26

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3. FINANCIAL RISKS (Continued)

        Operations with derivatives are limited to counterparties with solid and proven experience in the trading and execution of derivatives and with elevated credit ratings, as defined in the policy, in addition to being subordinate to the undersigning of an ISDA (International Swaps and Derivatives Association) Master Agreement. In particular, counterparty risk of derivatives is mitigated through the diversification of the counterparty banks with which the Group deals. In this way, the exposure with respect to each bank is never greater than 25% of the total notional amount of the derivatives portfolio of the Group.

        During the course of the year, there were no situations in which credit limits were exceeded. Based on the information available to the Group, there were no potential losses deriving from the inability of the abovementioned counterparties to meet their contractual obligations.

        (d)   Liquidity risk

        The management of the liquidity risk which originates from the normal operations of the Group involves the maintenance of an adequate level of cash availabilities as well as financial availabilities through an adequate amount of committed credit lines.

        With regards to the policies and actions that are used to mitigate liquidity risks, the Group takes adequate actions in order to meet its obligations. In particular, the Group:

—

utilizes debt instruments or other credit lines in order to meet liquidity requirements;



—

utilizes different sources of financing and, as of December 31, 2014, had unused lines of credit of approximately Euro 1,098.1 million (of which Euro 500.0 million are committed lines);



—

is not subject to significant concentrations of liquidity risk, both from the perspective of financial assets as well as in terms of financing sources;



—

utilizes different sources of bank financing but also a liquidity reserve in order to promptly meet any cash requirements;



—

implements systems to concentrate and manage the cash liquidity (Cash Pooling) in order to more efficiently manage the Group financial flows, thereby avoiding the dispersal of liquid funds and minimizing financial charges; and



—

monitors, through the Treasury Department, forecasts on the utilization of liquidity reserves of the Group based on expected cash flows.

        The following tables include a summary, by maturity date, of assets and liabilities at December 31, 2014 and December 31, 2013. The reported balances are contractual and undiscounted figures. With regards to forward foreign currency contracts, the tables relating to assets report the flows relative to

27

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3. FINANCIAL RISKS (Continued)

only receivables. These amounts will be counterbalanced by the payables, as reported in the tables relating to liabilities.

        (e)   Interest rate risk

        The interest rate risk to which the Group is exposed primarily originates from long-term debt. Such debt accrues interest at both fixed and floating rates.

        With regard to the risk arising from fixed-rate debt, the Group does not apply specific hedging policies since it does not deem the risk to be material.

        Floating-rate debt exposes the Group to a risk from the volatility of the interest rates (cash flow risk). In relation to this risk, and for the purposes of the related hedging, the Group utilizes derivate contracts, specifically Interest Rate Swap (IRS) agreements, which exchange the floating rate for a fixed rate, thereby reducing the risk from interest rate volatility.

28

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3. FINANCIAL RISKS (Continued)

        The risk policy of the Group requires the maintenance of a percentage of fixed-rate debt that is greater than 25% and less than 75% of total debt. This percentage is managed by entering into fixed rate debt agreements or by utilizing IRS agreements, when required.

        On the basis of various scenarios, the Group calculates the impact of rate changes on the consolidated statement of income. For each scenario, the same interest rate change is utilized for all currencies. The various scenarios only include those liabilities at floating rates that are not hedged with fixed interest rate swaps. On the basis of these scenarios, the impact as of December 31, 2014 and net of tax effect of an increase/decrease of 100 basis points on net income, in a situation with all other variables unchanged, would have been a maximum decrease of Euro 2.0 million (Euro 3.0 million as of December 31, 2013) or a maximum increase of Euro 2.0 million (Euro 3.0 million as of December 31, 2013).

        All IRS agreements expired as of May 29, 2013.

        For the purposes of fully disclosing information about financial risks, a reconciliation between classes of financial assets and liabilities and the types of financial assets and liabilities identified on the basis of IFRS 7 requirements is reported below (in thousands of Euro):

29

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3. FINANCIAL RISKS (Continued)

(f)

Default risk: negative pledges and financial covenants

        The financing agreements of the Group (see Note 21) require compliance with negative pledges and financial covenants, as set forth in the respective agreements, with the exception of our bond issues dated November 10, 2010, March 19, 2012 and February 10, 2014 which require compliance only with negative pledge covenants.

        With regards to negative pledges, in general, the clauses prohibit the Company and its subsidiaries from granting any liens or security interests on any of their assets in favor of third parties without the consent of the lenders over a threshold equal to 20% of the Group consolidated stockholders' equity. In addition, the sale of assets of the Company and its subsidiaries is limited to a maximum threshold of 10% of consolidated assets.

        Default with respect to the abovementioned clauses—and following a grace period during which the default can be remedied—would be considered a material breach of the contractual obligations pursuant to the financing agreements of the Group.

        Financial covenants require the Group to comply with specific levels of financial ratios. The most significant covenants establish a threshold for the ratio of net debt of the Group to EBITDA (Earnings before interest, taxes, depreciation and amortization) as well as EBITDA to financial charges and priority debt to share equity. The covenants are reported in the following table:

        In the case of a failure to comply with the abovementioned ratios, the Group may be called upon to pay the outstanding debt if it does not correct such default within the period indicated in the loan agreements.

30

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3. FINANCIAL RISKS (Continued)

        Compliance with these covenants is monitored by the Group at the end of each quarter and, as of December 31, 2014, the Group was fully in compliance with these covenants. The Group also analyzes the trend of these covenants in order to monitor its compliance and, as of today, the analysis indicates that the ratios of the Group are below the thresholds which would result in default.

(g)

Fair value

        In order to determine the fair value of financial instruments, the Group utilizes valuation techniques which are based on observable market prices (Mark to Model). These techniques therefore fall within Level 2 of the hierarchy of Fair Values identified by IFRS 13—Fair Value.

        IFRS 13 refer to valuation hierarchy techniques that are based on three levels:

•

Level 1: Inputs are quoted prices in an active market for identical assets or liabilities;



•

Level 2: Inputs used in the valuations, other than the prices listed in Level 1, are observable for each financial asset or liability, both directly (prices) and indirectly (derived from prices); and



•

Level 3: Unobservable inputs used when observable inputs are not available in situations where there is little, if any, market activity for the asset or liability.

        In order to select the appropriate valuation techniques to utilize, the Group complies with the following hierarchy:

a)

Utilization of quoted prices in an active market for identical assets or liabilities (Comparable Approach);

b)

Utilization of valuation techniques that are primarily based on observable market prices; and

c)

Utilization of valuation techniques that are primarily based on non-observable market prices.

        The Group determined the fair value of the derivatives existing on December 31, 2014 through valuation techniques which are commonly used for instruments similar to those traded by the Group. The models applied to value the instruments are based on a calculation obtained from the Bloomberg information service. The input data used in these models are based on observable market prices (the Euro and USD interest rate curves as well as official exchange rates on the date of valuation) obtained from Bloomberg.

        The following table summarizes the financial assets and liabilities of the Group valued at fair value (in thousands of Euro):

31

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

3. FINANCIAL RISKS (Continued)

        As of December 31, 2014 and 2013, the Group did not have any Level 3 fair value measurements.

        The Group maintains policies and procedures with the aim of valuing the fair value of assets and liabilities using valuation techniques based on observable market data.

        The Group portfolio of foreign exchange derivatives includes only forward foreign exchange contracts on the most traded currency pairs with maturity less than one year. The fair value of the portfolio is valued using internal models that use observable market inputs including Yield Curves and Spot and Forward prices.

4. BUSINESS COMBINATIONS

        On January 31, 2014, the Company completed the acquisition of glasses.com. The consideration for the acquisition was USD 40 million (approximately Euro 30.1 million). The difference between the consideration paid and the net assets acquired was provisionally recorded as goodwill for Euro 12.6 million and intangible assets for Euro 10.0 million. Net sales of glasses.com from the acquisition date were Euro 7.3 million.

        Had the acquisition occurred at the beginning of the year net sales contributed by glasses.com would have been 8.2 million (Unaudited Pro Forma Financial Information).

        The goodwill is tax deductible and is mainly due the synergies the Group expects will be generated by the acquisition. Acquisition-related costs were approximately Euro 0.3 million and were expensed as incurred.

32

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

4. BUSINESS COMBINATIONS (Continued)

        At December 31, 2014, the valuation process has been concluded. The following table summarizes the consideration paid, the fair value of the assets acquired and liabilities assumed at the acquisition date for glasses.com (in thousands of Euro):

        During 2014, the Group completed other minor acquisitions in the retail segment in Spain, Macao and Australia for total consideration of Euro 11.0 million. The difference between the consideration paid and the net assets acquired was recorded as goodwill, determined based on the future expected economic benefits.

5. SEGMENT INFORMATION

        In accordance with IFRS 8—Operating segments, the Group operates in two industry segments: (1) Manufacturing and Wholesale Distribution (Wholesale), and (2) Retail Distribution (Retail).

        The criteria applied to identify the reporting segments are consistent with the way the Group is managed. In particular, the disclosures are consistent with the information periodically analyzed by the Group's Chief Executive Officers, in their role as Chief Operating Decision Makers, to make decisions about resources to be allocated to the segments and assess their performance.

33

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

5. SEGMENT INFORMATION (Continued)

        Total assets for each reporting segment are no longer disclosed as they are not regularly reported to the highest authority in the Group's decision-making process.

34

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

5. SEGMENT INFORMATION (Continued)

Information by geographic area

        The geographic segments include Europe, North America (which includes the United States of America, Canada and Caribbean islands), Asia-Pacific (which includes Australia, New Zealand, China, Hong Kong, Singapore and Japan), Latam (which includes South and Central America) and Other (which includes all other geographic locations, including the Middle East). Sales are attributed to geographic segments based on the customer's location, whereas long-lived assets, net are the result of the combination of legal entities located in the same geographic area.

35

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of DECEMBER 31, 2014

INFORMATION ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CURRENT ASSETS

6. CASH AND CASH EQUIVALENTS

        Cash and cash equivalents are comprised of the following items (amounts in thousands of Euro):

        The increase is mainly due to the issuance of a new bond for Euro 500 million in the first half of 2014. See Note 21 and the consolidated statement of cash flow statement for further details.

7. ACCOUNTS RECEIVABLE

        Accounts receivable consist exclusively of trade receivables and are recognized net of allowances to adjust their carrying amount to the estimated realizable value. Accounts receivable are due within 12 months (amounts in thousands of Euro):

        The following table shows the allowance for doubtful accounts roll-forward (amounts in thousands of Euro):

        The book value of the accounts receivable approximates their fair value.

        As of December 31, 2014, the gross amount of accounts receivable was equal to Euro 793.2 million (Euro 715.5 million as of December 31, 2013), including an amount of Euro 46.0 million covered by insurance and other guarantees (5.8% of gross receivables). The bad debt fund as of December 31, 2014 amounted to Euro 38.9 million (Euro 35.2 million as of December 31, 2013).

36

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of DECEMBER 31, 2014

7. ACCOUNTS RECEIVABLE (Continued)

        Write-downs of accounts receivable are determined in accordance with the Group credit policy described in Note 3 "Financial Risks."

        Accruals and reversals of the allowance for doubtful accounts are recorded within selling expenses in the consolidated statement of income.

        The maximum exposure to credit risk, as of the end of the reporting date, was represented by the fair value of accounts receivable which approximates their carrying amount.

        The Group believes that its exposure to credit risk does not call for other guarantees or credit enhancements.

        The table below summarizes the quantitative information required by IFRS 7 based on the categories of receivables pursuant to Group policies:

37

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of DECEMBER 31, 2014

7. ACCOUNTS RECEIVABLE (Continued)

        As of December 31, 2014, the amount of overdue receivables which were not included in the bad debt fund was equal to 8.0% of gross receivables (11.3% as of December 31, 2013) and 8.4% of receivables net of the bad debt fund (11.9% as of December 31, 2013). The Group does not expect any additional losses over amounts already provided for.

8. INVENTORIES

        Inventories are comprised of the following items (amounts in thousands of Euro):

38

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of DECEMBER 31, 2014

8. INVENTORIES (Continued)

        The movements in the allowance for inventories reserve are as follows:

9. OTHER ASSETS

        Other assets comprise the following items:

        Other financial assets include receivables from foreign currency derivatives amounting to Euro 1.0 million as of December 31, 2014 (Euro 6.0 million as of December 31, 2013), as well as other financial assets of the North America retail division totaling Euro 12.6 million as of December 31, 2014 (Euro 12.1 million as of December 31, 2013).

        Other assets include the short-term portion of advance payments made to certain designers for future contracted minimum royalties totaling Euro 31.0 million as of December 31, 2014 (Euro 30.6 million as of December 31, 2013).

        The net book value of financial assets is approximately equal to their fair value and this value also corresponds to the maximum exposure of the credit risk. The Group has no guarantees or other instruments to manage credit risk.

39

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

NON-CURRENT ASSETS

10.  PROPERTY, PLANT AND EQUIPMENT

        Changes in items of property, plant and equipment are reported below:

        The 2014 and 2013 increases in Property, plant and equipment due to business combinations were mainly due to the acquisition of glasses.com and Alain Mikli respectively. Please refer to Note 4 "Business Combinations" for further details on the glasses.com acquisition.

        Of the total depreciation expense of Euro 224.5 million (Euro 212.8 million in 2013), Euro 81.3 million (Euro 72.3 million in 2013) is included in cost of sales, Euro 111.3 million (Euro 110.1 million in 2013) in selling expenses; Euro 7.9 million (Euro 5.3 million in 2013) in advertising expenses; and Euro 24.0 million (Euro 25.0 million in 2013) in general and administrative expenses.

40

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

10.  PROPERTY, PLANT AND EQUIPMENT (Continued)

        Capital expenditures in 2014 and 2013 mainly relate to routine technology upgrades to the manufacturing infrastructure, opening of new stores and the remodeling of older stores where the leases were extended during the period.

        Other equipment includes Euro 62.6 million for assets under construction as of December 31, 2014 (Euro 70.9 million as of December 31, 2013) mainly relating to investments in manufacturing facilities in Italy and China and to the opening and renovation of North America retail stores.

        Leasehold improvements totaled Euro 169.2 million and Euro 149.5 million as of December 31, 2014 and December 31, 2013, respectively.

11.  GOODWILL AND INTANGIBLE ASSETS

        Changes in goodwill and intangible assets as of December 31, 2013 and 2014, were as follows:

        The 2014 and 2013 increases in goodwill and intangible assets due to business combinations were mainly due to the acquisition of glasses.com (Euro 22.6 million) and Alain Mikli International (Euro 92.2 million). Please refer to Note 4 "Business Combinations" for further details.

        Of the total amortization expense of intangible assets of Euro 159.4 million (Euro 153.9 million in 2013), Euro 141.7 million (Euro 140.5 million in 2013) is included in general and administrative

41

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

11.  GOODWILL AND INTANGIBLE ASSETS (Continued)

expenses, Euro 13.0 million (Euro 8.5 million in 2013) is included in selling expenses and Euro 4.7 million (Euro 4.9 million in 2013) is included in cost of sales.

        Other intangible assets includes internally generated assets of Euro 69.3 million (Euro 61.4 million as of December 31, 2013).The increase in intangible assets is mainly due to the implementation of a new IT infrastructure, which started in 2008.

Impairment of goodwill

        Pursuant to IAS 36—Impairment of Assets, the Group has identified the following four cash-generating units ("CGUs"): Wholesale, Retail North America, Retail Asia-Pacific and Retail Other. The CGUs reflect the distribution model adopted by the Group. The CGUs are periodically assessed based on the organizational changes that are made in the Group. There were no changes to the CGUs for fiscal years 2014 and 2013.

        The value of goodwill allocated to each CGU is reported in the following table (amounts in thousands of Euro):

        The increase in goodwill, mainly due to the strengthening of the main currencies in which the Group operates (Euro 283.6 million), and to the acquisition of glasses.com for Euro 12.6 million.

        The information required by paragraph 134 of IAS 36 is provided below only for the Wholesale and Retail North America CGUs, since the value of goodwill allocated to these two units is a significant component of the Group's total goodwill.

        The recoverable amount of each CGU has been verified by comparing its net assets carrying amounts to its value in use.

        The main assumptions for determining the value in use are reported below and refer to wholesale and retail NA CGUs:

•

Growth rate: 2.3% per wholesale and 2.0% retail NA



•

Discount rate: 7.52% for wholesale and 6.58% for retail NA

        The above long-term average growth rate does not exceed the rate which is estimated for the products, industries and countries in which the Group operates.

        The discount rate has been determined on the basis of market information on the cost of money and the specific risk of the industry (Weighted Average Cost of Capital, WACC). In particular, the Group used a methodology to determine the discount rate which was in line with that utilized in the previous year,

42

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

11.  GOODWILL AND INTANGIBLE ASSETS (Continued)

considering the rates of return on long-term government bonds and the average capital structure of a group of comparable companies.

        The recoverable amount of CGUs has been determined by utilizing post-tax cash flow forecasts based on the Group's 2015-2017 three-year plan, on the basis of the results attained in previous years as well as management expectations—split by geographical area—regarding future trends in the eyewear market for both the Wholesale and Retail distribution segments. At the end of the three-year projected cash flow period, a terminal value was estimated in order to reflect the value of the CGU in future years. The terminal values were calculated as a perpetuity at the same growth rate as described above and represent the present value, in the last year of the forecast, of all future perpetual cash flows. The impairment test performed as of the balance sheet date resulted in a recoverable value greater than the carrying amount (net operating assets) of the abovementioned cash-generating units. In percentage terms, the surplus of the recoverable amount of the CGU over the carrying amount was equal to 406% and 157% of the carrying amount of the Wholesale and Retail North America cash-generating units, respectively. A reduction in the recoverable amount of the CGU to a value that equals its carrying amount would require either of the following: (i) an increase in the discount rate to approximately 26.9% for Wholesale and 13.7% for Retail North America; or (ii) the utilization of a negative growth rate for Wholesale and zero for Retail North America.

        In addition, reasonable changes to the abovementioned assumptions used to determine the recoverable amount (i.e., growth rate changes of +/–0.5 percent and discount rate changes of +/–0.5 percent) would not significantly affect the impairment test results.

12.  INVESTMENTS

        Investments amounted to Euro 61.2 million (Euro 58.1 million as of December 31, 2013). The balance mainly related to the investment in Eyebiz Laboratories Pty Limited (a joint venture between Luxottica and Essilor International formed in 2010, which provides most of Australian Laboratory needs) for Euro 5.4 million (Euro 4.7 million as of December 31, 2013) and the acquisition of the 36.33% equity stake in Salmoiraghi & Viganò. On September 10, 2014 following the adjustment of the initial lot of shares the total Group's shareholding in S&V increased to 36.8%. The following tables provide a roll-forward of the Group's investment from the acquisition date as well as the assets, liabilities and net sales of Salmoiraghi & Viganò:

43

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

12.  INVESTMENTS (Continued)

        The investment was analyzed under the applicable impairment test as of December 31, 2014 and it was determined that no loss is to be recorded in the consolidated financial statements as of December 31, 2014.

13.  OTHER NON-CURRENT ASSETS

        Other financial assets primarily include security deposits totaling Euro 33.7 million (Euro 28.7 million as of December 31, 2013).

        The carrying value of financial assets approximates their fair value and this value also corresponds to the Group's maximum exposure to credit risk. The Group does not have guarantees or other instruments for managing credit risk.

        Other assets primarily include advance payments made to certain licensees for future contractual minimum royalties totaling Euro 40.1 million (Euro 69.2 million as of December 31, 2013).

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

        The balance of deferred tax assets and liabilities as of December 31, 2014 and December 31, 2013 is as follows:

44

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Continued)

        The analysis of deferred tax assets and deferred tax liabilities, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

        The gross movement in the deferred income tax accounts is as follows:

        The movement of deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

45

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Continued)

        Deferred income tax assets are recognized for tax loss carry-forwards to the extent that the realization of the related tax benefit through future profit is probable. The Group did not recognize deferred income tax assets of Euro 37.6 million in respect of losses amounting to Euro 129.8 million that can be carried forward against future taxable income. Additional losses of certain subsidiaries

46

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

14.  DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES (Continued)

amounting to Euro 20.6 million can be indefinitely carried forward. The breakdown of the net operating losses by expiration date is as follows:

        The Group does not provide for an accrual for income taxes on undistributed earnings of its non-Italian operations to the related Italian parent company of Euro 2.9 billion and Euro 2.5 billion in 2014 and 2013, respectively, that are intended to be permanently invested. In connection with the 2014 earnings of certain subsidiaries, the Group has provided for an accrual for income taxes related to dividends from earnings to be paid in 2015.

CURRENT LIABILITIES

15.  SHORT-TERM BORROWINGS

        Short-term borrowings at December 31, 2014 and 2013, reflect current account overdrafts with various banks as well as uncommitted short-term lines of credits with different financial institutions. The interest rates on these credit lines are floating. The credit lines may be used, if necessary, to obtain letters of credit.

        As of December 31, 2014 and 2013, the Company had unused short-term lines of credit of approximately Euro 598.1 million and Euro 742.6 million, respectively.

        The Company and its wholly-owned Italian subsidiaries Luxottica S.r.l. and Luxottica Italia S.r.l. maintain unsecured lines of credit with primary banks for an aggregate maximum credit of Euro 225.3 million. These lines of credit are renewable annually, can be cancelled at short notice and have no commitment fees. At December 31, 2014, these credit lines were utilized in the amount of Euro 5.4 million.

        Luxottica U.S. Holdings Corp. ("U.S. Holdings") maintains unsecured lines of credit with three separate banks for an aggregate maximum credit of Euro 107.1 million (USD 130 million). These lines of credit are renewable annually, can be cancelled at short notice and have no commitment fees. At December 31, 2014, Euro 5.3 million was utilized under these credit lines. There was Euro 40.7 million in aggregate face amount of standby letters of credit outstanding related to guarantees on these lines of credit.

        The blended average interest rate on these lines of credit is approximately LIBOR plus a spread that may range from 0% to 0.20%, depending on the line of credit.

        The book value of short-term borrowings is approximately equal to their fair value.

47

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

16.  CURRENT PORTION OF LONG-TERM DEBT

        This item consists of the current portion of loans granted to the Company, as further described below in Note 21 "Long-term debt."

17.  ACCOUNTS PAYABLE

        Accounts payable were Euro 744.3 million as of December 31, 2014 (Euro 681.2 million as of December 31, 2013).

        The carrying value of accounts payable is approximately equal to their fair value.

18.  INCOME TAXES PAYABLE

        The balance is detailed below:

19. SHORT-TERM PROVISIONS FOR RISKS AND OTHER CHARGES

        The balance is detailed below:

        The Company is self-insured for certain losses relating to workers' compensation, general liability, auto liability, and employee medical benefits for claims filed and for claims incurred but not reported. The Company's liability is estimated using historical claims experience and industry averages; however, the final cost of the claims may not be known for over five years.

        Legal risk includes provisions for various litigated matters that have occurred in the ordinary course of business.

48

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

19. SHORT-TERM PROVISIONS FOR RISKS AND OTHER CHARGES (Continued)

        The tax provision mainly comprises the accruals made in previous years, related to a tax audit on Luxottica S.r.l. for fiscal years from 2008 to 2011, which increased in 2014 of approximately Euro 30.3 million.

20. OTHER LIABILITIES

        The balance is detailed below:

        The increase in salaries payable is mainly due to the timing in payment of salaries to store personnel of the North American Retail division.

49

---

Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

20. OTHER LIABILITIES (Continued)

NON-CURRENT LIABILITIES

21. LONG-TERM DEBT

        Long-term debt was Euro 2,315.2 million and Euro 2,034.5 million as of December 31, 2014 and 2013.

        The roll-forward of long-term debt as of December 31, 2014 and 2013 is as follows:

        The Group uses debt financing to raise financial resources for long-term business operations and to finance acquisitions. The Group continues to seek debt refinancing at favorable market rates and actively monitors the debt capital markets in order to take action to issue debt, when appropriate. Our debt agreements contain certain covenants, including covenants that limit our ability to incur additional

50

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

21. LONG-TERM DEBT (Continued)

indebtedness (for more details see Note 3(f)—Default risk: negative pledges and financial covenants). As of December 31, 2014, we were in compliance with these financial covenants.

        The table below summarizes the Group's long-term debt as of December 31, 2014.

        The floating rate measures under "Coupon/Pricing" are based on the corresponding Euribor (Libor for USD loans) plus a margin in the range, indicated in the table, based on the "Net Debt/EBITDA" ratio, as defined in the applicable debt agreement.

        On March 19, 2012, the Group completed an offering in Europe to institutional investors of Euro 500 million of senior unsecured guaranteed notes due March 19, 2019. The Notes are listed on the Luxembourg Stock Exchange under ISIN XS0758640279. Interest on the Notes accrues at 3.625% per annum. The Notes are guaranteed on a senior unsecured basis by U.S. Holdings and Luxottica S.r.l. On January 20, 2014, the Notes were upgraded to an "A–" credit rating by Standard & Poor's Ratings Services ("Standard & Poor's").

        On April 17, 2012, the Group and U.S. Holdings entered into a multicurrency (Euro/USD) revolving credit facility with a group of banks providing for loans in the aggregate principal amount of Euro 500 million (or the equivalent in U.S. dollars) guaranteed by Luxottica Group, Luxottica S.r.l. and U.S. Holdings. The agent for this credit facility is Unicredit AG Milan Branch and the other lending banks are 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.. The facility matures on April 10, 2019 and was not drawn as of December 31, 2014.

        On April 29, 2013 the Group Board of Directors authorized a Euro 2 billion "Euro Medium Term Note Programme" pursuant to which Luxottica Group S.p.A. may from time to time offer notes to investors in certain jurisdictions (excluding the United States, Canada, Japan and Australia). The notes issued under this program are listed on the Luxembourg Stock Exchange.

        On February 10, 2014, the Group completed an offering in Europe to institutional investors of Euro 500 million of senior unsecured guaranteed notes due February 10, 2024. The Notes are listed on the Luxembourg Stock Exchange under ISIN XS1030851791. Interest on the Notes accrues at 2.625% per annum. The Notes were assigned an A–credit rating.

        On August 29, 2014, the Group repaid the Mediobanca Term Loan in the amount of Euro 300 million three months prior the expiration of the contract, scheduled for November 30, 2014.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

21. LONG-TERM DEBT (Continued)

        The fair value of long-term debt as of December 31, 2014 was equal to Euro 2,518.5 million (Euro 2,144.9 million as of December 31, 2013), of which Euro 653.6 million is short term. The fair value of the debt equals the present value of future cash flows, calculated by utilizing the market rate currently available for similar debt and adjusted in order to take into account the Group's current credit rating. The above fair value does not include capital lease obligations of Euro 25.2 million.

        On December 31, 2014, the Group had unused uncommitted lines (revolving) of Euro 500 million.

        On February 27, 2015, the Group, after an analysis of its financial plans, early terminated the multicurrency (Euro/USD) revolving credit facility for Euro 500 million (the credit facility was not drawn as of December 31, 2014).

        Long-term debt, including capital lease obligations, as of December 31, 2014 matures as follows:

        The net financial position and disclosure required by the Consob communication n. DEM/6064293 dated July 28, 2006 and by the CESR recommendation dated February 10, 2005 "Recommendation for the consistent application of the European Commission regulation on Prospectus" is as follows:

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

21. LONG-TERM DEBT (Continued)

        A reconciliation between the net financial position above and the net financial position presented in the Management Report is as follows:

        Our net financial position with respect to related parties is not material.

        Long-term debt includes finance lease liabilities of Euro 25.2 million (Euro 25.6 million as of December 31, 2013).

        The present value of finance lease liabilities is as follows:

22. EMPLOYEE BENEFITS

        Employee benefits amounted to Euro 138.5 million (Euro 76.4 million as of December 31, 2013). The balance mainly included liabilities for termination indemnities of Euro 51.2 million (Euro 46.8 million as of December 31, 2013) and liabilities for employee benefits of the U.S. subsidiaries of the Group of Euro 87.3 million (Euro 29.6 million as of December 31, 2013). The increase is mainly due to the reduction in the discount rates used to calculate the liability.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        Liabilities for termination indemnities mainly include post-employment benefits of the Italian companies' employees (hereinafter "TFR"), which at December 31, 2014 amounted to Euro 41.8 million (Euro 38.1 million as of December 31, 2013).

        Effective January 1, 2007, the TFR system was reformed, and under the new law, employees are given the ability to choose where the TFR compensation is invested, whereas such compensation otherwise would be directed to the National Social Security Institute or Pension Funds. As a result, contributions under the reformed TFR system are accounted for as a defined contribution plan. The liability accrued until December 31, 2006 continues to be considered a defined benefit plan. Therefore, each year, the Group adjusts its accrual based upon headcount and inflation, excluding changes in compensation level.

        This liability as of December 31, 2014 represents the estimated future payments required to settle the obligation resulting from employee service, excluding the component related to the future salary increases.

        Contribution expense to pension funds was Euro 20.6 million and Euro 19.4 million for the years 2014 and 2013, respectively.

        In application of IAS 19, the valuation of TFR liability accrued as of December 31, 2006 was based on the Projected Unit Credit Cost method. The main assumptions utilized are reported below:

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        The tax on revaluation of TFR increased from 11% in 2013 to 17% in 2014. The increase did not have a significant impact on the TFR liability as of December 31, 2014. Movements in liabilities during the course of the year are detailed in the following table:

Pension funds

        Qualified Pension Plans—U.S. Holdings sponsors a qualified noncontributory defined benefit pension plan, the Luxottica Group Pension Plan ("Lux Pension Plan"), which provides for the payment of benefits to eligible past and present employees of U.S. Holdings upon retirement. Pension benefits are gradually accrued based on length of service and annual compensation under a cash balance formula. Participants become vested in the Lux Pension Plan after three years of vesting service as defined by the Lux Pension Plan. In 2013, the Lux Pension Plan was amended so that employees hired on or after January 1, 2014 would not be eligible to participate.

        Nonqualified Pension Plans and Agreements—U.S. Holdings also maintains a nonqualified, unfunded supplemental executive retirement plan ("Lux SERP") for participants of its qualified pension plan to provide benefits in excess of amounts permitted under the provisions of prevailing tax law. The pension liability and expense associated with this plan are accrued using the same actuarial methods and assumptions as those used for the qualified pension plan. This plan's benefit provisions mirror those of the Lux Pension Plan.

        U.S. Holdings also sponsors the Cole National Group, Inc. Supplemental Pension Plan. This plan is a nonqualified unfunded SERP for certain participants of the former Cole pension plan who were designated by the Board of Directors of Cole on the recommendation of Cole's chief executive officer at such time. This plan provides benefits in excess of amounts permitted under the provisions of the prevailing tax law. The pension liability and expense associated with this plan are accrued using the same actuarial methods and assumptions as those used for the qualified pension plan.

        All plans operate under the U.S. regulatory framework. The plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Luxottica Group ERISA Plans Compliance and Investment Committee controls and manages the operation and administration of the plans. The plans expose the Company to actuarial risks, such as longevity risk, currency risk, and interest rate risk. The Lux Pension Plan exposes the Company to market (investment) risk.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        The following tables provide key information pertaining to the Lux Pension Plan and SERPs (amounts in thousands of Euro).

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        During 2014 and 2013, the Lux SERP settled a portion of its benefit obligations through lump sum cash payments to certain plan participants.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        The following tables show the main assumptions used to determine the benefit cost and the benefit obligation for the periods indicated below.

        U.S. Holdings' discount rate is developed using a third party yield curve derived from non-callable bonds of at least an Aa rating by Moody's Investor Services or at least an AA rating by Standard & Poor's. Each bond issue is required to have at least USD 250 million par outstanding. The yield curve compares the future expected benefit payments of the Lux Pension Plan to these bond yields to determine an equivalent discount rate. U.S. Holdings uses an assumption for salary increases based on a graduated approach of historical experience. U.S. Holdings' experience shows salary increases that typically vary by age.

        The sensitivity of the defined benefit obligation to changes in the significant assumptions is (amounts in thousands):

        The sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur. When calculating the sensitivity of the defined benefit obligations to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the liabilities recognized within the statements of financial position.

        Plan Assets—The Lux Pension Plan's investment policy is to invest plan assets in a manner to ensure over a long-term investment horizon that the plan is adequately funded; maximize investment return within reasonable and prudent levels of risk; and maintain sufficient liquidity to make timely benefit and administrative expense payments. This investment policy was developed to provide the framework within which the fiduciary's investment decisions are made, establish standards to measure the investment manager's and investment consultant's performance, outline the roles and responsibilities of the various parties involved, and describe the ongoing review process. The investment policy identifies target asset allocations for the plan's assets at 40% Large Cap U.S. Equity, 10% Small Cap U.S. Equity,

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

15% International Equity, and 35% Fixed Income Securities, but an allowance is provided for a range of allocations to these categories as described in the table below.

        The actual allocation percentages at any given time may vary from the targeted amounts due to changes in stock and bond valuations as well as timing of contributions to, and benefit payments from, the pension plan trusts. The Lux Pension Plan's investment policy intends that any divergence from the targeted allocations should be of a short duration, but the appropriate duration of the divergence will be determined by the Investment Subcommittee of the Luxottica Group ERISA Plans Compliance and Investment Committee with the advice of investment managers and/or investment consultants, taking into account current market conditions. During 2014, the Committee reviewed the Lux Pension Plan's asset allocation monthly and if the allocation was not within the above ranges, the Committee re-balanced the allocations if appropriate based on current market conditions.

        Plan assets are invested in diversified portfolios consisting of an array of asset classes within the above target allocations and using a combination of active and passive strategies. Passive strategies involve investment in an exchange-traded fund that closely tracks an index fund. Active strategies employ multiple investment management firms. Risk is controlled through diversification among asset classes, managers, styles, market capitalization (equity investments) and individual securities. Certain transactions and securities are prohibited from being held in the Lux Pension Plan's trusts, such as ownership of real estate other than real estate investment trusts, commodity contracts, and American Depositary Receipts ("ADR") or common stock of the Group. Risk is further controlled both at the asset class and manager level by assigning benchmarks and excess return targets. The investment managers are monitored on an ongoing basis to evaluate performance against the established market benchmarks and return targets.

        Quoted market prices are used to measure the fair value of plan assets, when available. If quoted market prices are not available, the inputs utilized by the fund manager to derive net asset value are observable and no significant adjustments to net asset value were necessary.

        Contributions—U.S. Holdings expects to contribute Euro 29.8 million to its pension plan and Euro 1.2 million to the SERP in 2015.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        Duration—The weighted average duration of the pension defined benefit obligations is 13.2 years while the weighted average duration of the SERPs is 8.11 years. The following table provides the undiscounted estimated future benefit payments (amounts in thousands):

        Other Benefits—U.S. Holdings provides certain post-employment medical, disability and life insurance benefits. The Group's accrued liability related to this obligation as of December 31, 2014 and 2013, was Euro 0.7 million and Euro 1.1 million, respectively.

        U.S. Holdings sponsors the following additional benefit plans, which cover certain present and past employees of some of its US subsidiaries:

        (a)   U.S. Holdings provides, under individual agreements, post- employment benefits for continuation of health care benefits and life insurance coverage to former employees after employment. As of each of December 31, 2014 and 2013, the accrued liability related to these benefits was Euro 0.7 million and Euro 0.5 million.

        (b)   U.S. Holdings maintains the Cole National Group, Inc. Supplemental Retirement Benefit Plan, which provides supplemental retirement benefits for certain highly compensated and management employees who were previously designated by the former Board of Directors of Cole as participants. This is an unfunded noncontributory defined contribution plan. Each participant's account is credited with interest earned on the average balance during the year. This plan was frozen as to future salary credits on the effective date of the Cole acquisition in 2004. The plan liability was Euro 0.5 million and Euro 0.6 million at December 31, 2014 and 2013, respectively.

        U.S. Holdings sponsors certain defined contribution plans for its United States and Puerto Rico employees. The cost of contributions incurred in 2014 and 2013 was Euro 9.5 million and Euro 6.3 million, respectively, and was recorded in general and administrative expenses in the consolidated statement of income. U.S. Holdings also sponsors a defined contribution plan for all U.S. Oakley associates with at least six months of service. The cost for contributions incurred in 2014 and 2013 was Euro 2.3 million and Euro 2.2 million, respectively.

        In Australia and Hong Kong the Group makes mandatory contributions superannuation funds. The plans provide benefits on a defined contribution basis for employees upon retirement, resignation, disablement or death. Contributions to defined contribution superannuation plans are recognized as an expense as the contributions are paid or become payable to the fund. Contributions are accrued based on legislated rates and annual compensation.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

22. EMPLOYEE BENEFITS (Continued)

        Health Benefit Plans—U.S. Holdings partially subsidizes health care benefits for eligible retirees. Employees generally become eligible for retiree health care benefits when they retire from active service between the ages of 55 and 65. Benefits are discontinued at age 65. During 2009, U.S. Holdings provided for a one-time special election of early retirement to certain associates age 50 or older with 5 or more years of service. Benefits for this group are also discontinued at age 65 and the resulting special termination benefit is immaterial.

        The plan liability of Euro 1.3 million and Euro 3.2 million at December 31, 2014 and 2013, respectively, is included in other non-current liabilities on the consolidated statement of financial position.

        The cost of this plan in 2014 and 2013 as well as the 2015 expected contributions are immaterial.

        For 2015, an 8.0% (8.5% for 2014) increase in the cost of covered health care benefits was assumed. This rate was assumed to decrease gradually to 5% for 2023 and remain at that level thereafter. The health care cost trend rate assumption could have a significant effect on the amounts reported. A 1.0% increase or decrease in the health care trend rate would not have a material impact on the consolidated financial statements. The weighted-average discount rate used in determining the accumulated post-retirement benefit obligation was 4.2% at December 31, 2014 and 5.1% at December 31, 2013.

        Labor cost was Euro 2.2 billion and Euro 2.1 billion in 2014 and 2013, respectively.

23. NON-CURRENT PROVISIONS FOR RISK AND OTHER CHARGES

        The balance is detailed below (amounts in thousands of Euro):

        Other risks include (i) accruals for risks related to sales agents of certain Italian companies of Euro 5.7 million (Euro 5.8 million as of December 31, 2013) and (ii) accruals for decommissioning the costs of certain subsidiaries of the Group operating in the Retail Segment of Euro 0.4 million (Euro 3.1 million as of December 31, 2013).

        The Company is self-insured for certain types of losses (please refer to Note 19 "Short-term Provisions for Risks and Other Charges" for further details).

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

24. OTHER NON-CURRENT LIABILITIES

        The balance of other non-current liabilities was Euro 83.8 million and Euro 74.2 million as of December 31, 2014 and 2013, respectively.

        The balance mainly includes "Other liabilities" of the North American retail divisions of Euro 41.9 million and Euro 40.3 million as of December 31, 2014 and 2013, respectively.

25. LUXOTTICA GROUP STOCKHOLDERS' EQUITY

Capital Stock

        The share capital of Luxottica Group S.p.A. as of December 31, 2014 amounted to Euro 28,900,294.98 and was comprised of 481,671,583 ordinary shares with a par value of Euro 0.06 each.

        The share capital of Luxottica Group S.p.A. as of December 31, 2013 amounted to Euro 28,653,640.38 and was comprised of 477,560,673 ordinary shares with a par value of Euro 0.06 each.

        Following the exercise of 4,110,910 options to purchase ordinary shares granted to employees under existing stock option plans, the share capital increased by Euro 246,655 during 2014.

        The total options exercised in 2014 were 4,110,910, of which 27,000 refer to the 2005 grant, 144,500 refer to the 2008 grant, 2,000,000 refer to the Extraordinary 2009 grant (reassignment of the 2006 performance grant), 301,500 refer to the 2009 ordinary grant (reassignment of the 2006 and 2007 ordinary grants), 98,750 refer to the 2009 ordinary grant, 399,160 refer to the 2010 ordinary grant, 1,140,000 refer to the 2011 ordinary grant.

Legal reserve

        This reserve represents the portion of the Company's earnings that are not distributable as dividends, in accordance with Article 2430 of the Italian Civil Code.

Additional paid-in capital

        This reserve increases with the expensing of options or excess tax benefits from the exercise of options.

Retained earnings

        These include subsidiaries' earnings that have not been distributed as dividends and the amount of consolidated companies' equities in excess of the corresponding carrying amounts of investments. This item also includes amounts arising as a result of consolidation adjustments.

Translation reserve

        Translation differences are generated by the translation into Euro of financial statements prepared in currencies other than Euro.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

25. LUXOTTICA GROUP STOCKHOLDERS' EQUITY (Continued)

Treasury shares

        Treasury shares were equal to Euro 73.9 million as of December 31, 2014 (Euro 83.1 million as of December 31, 2013). The decrease of Euro 9.2 million was due to grants to certain top executives of 509,500 treasury shares as a result of the Group having achieved the financial targets identified by the Board of Directors under the 2011 PSP. As a result of these equity grants, the number of Group treasury shares was reduced from 4,157,225 as of December 31, 2013 to 3,647,725 as of December 31, 2014.

26. NON-CONTROLLING INTERESTS

        Equity attributable to non-controlling interests was Euro 7.3 million and Euro 7.1 million as of December 31, 2014 and December 31, 2013, respectively.

27. INFORMATION ON THE CONSOLIDATED STATEMENT OF INCOME

OTHER INCOME/(EXPENSE)

        The composition of other income/(expense) is as follows (amounts in thousands of Euro):

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

27. INFORMATION ON THE CONSOLIDATED STATEMENT OF INCOME (Continued)

PROVISION FOR INCOME TAXES

        The income tax provision is as follows:

        The reconciliation between the Italian statutory tax rate and the effective rate is shown below:

        Please refer to Section 3—"Financial Results" in the Management Report on the Financial Results as of December 31, 2014.

28. COMMITMENTS AND RISKS

Licensing agreements

        The Group has entered into licensing agreements with certain designers for the production, design and distribution of sunglasses and prescription frames.

        Under these licensing agreements—which typically have terms ranging from 4 to 10 years—the Group is required to pay a royalty generally ranging from 5% to 14% of net sales. Certain contracts also provide for the payment of minimum annual guaranteed amounts and a mandatory marketing contribution (the latter typically amounts to between 5% and 10% of net sales). These agreements can typically be terminated early by either party for a variety of reasons, including but not limited to non-payment of royalties, failure to reach minimum sales thresholds, product alteration and, under certain conditions, a change in control of Luxottica Group S.p.A.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

28. COMMITMENTS AND RISKS (Continued)

        Minimum payments required in each of the years subsequent to December 31, 2013 are detailed as follows (amounts in thousands of Euro):

Rentals, leasing and licenses

        The Group leases through its worldwide subsidiaries various retail stores, plants, warehouses and office facilities as well as certain of its data processing and automotive equipment under operating lease arrangements. These agreements expire between 2015 and 2026 and provide for renewal options under various conditions. The lease arrangements for the Group's U.S. retail locations often include escalation clauses and provisions requiring the payment of incremental rentals, in addition to any established minimums contingent upon the achievement of specified levels of sales volume. The Group also operates departments in various host stores, paying occupancy costs solely as a percentage of sales. Certain agreements which provide for operations of departments in a major retail chain in the United States contain short-term cancellation clauses.

        Total rental expense for each year ended December 31 is as follows:

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

28. COMMITMENTS AND RISKS (Continued)

        Future rental commitments, including contracted rent payments and contingent minimums, are as follows:

Other commitments

        The Group is committed to pay amounts in future periods for endorsement contracts, supplier purchase and other long-term commitments. Endorsement contracts are entered into with selected athletes and others who endorse Oakley products. Certain contracts provide additional incentives based on the achievement of specified goals. Supplier commitments have been entered into with various suppliers in the normal course of business. Other commitments mainly include auto, machinery and equipment lease commitments.

        Future minimum amounts to be paid for endorsement contracts and supplier purchase commitments are as follows:

Guarantees

        The United States Shoe Corporation, a wholly-owned subsidiary within the Group, has guaranteed the lease payments for five stores in the United Kingdom. These lease agreements have varying termination dates through June 30, 2017. At December 31, 2014, the Group's maximum liability amounted to Euro 1.0 million (Euro 1.7 million at December 31, 2013).

        A wholly-owned U.S. subsidiary guaranteed future minimum lease payments for lease agreements on certain stores. The lease agreements were signed directly by the franchisees as part of certain franchising agreements. Total minimum guaranteed payments under this guarantee were

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

28. COMMITMENTS AND RISKS (Continued)

Euro 3.3 million (USD 4.0 million) at December 31, 2014 (Euro 1.1 million at December 31, 2013). The commitments provided for by the guarantee arise if the franchisee cannot honor its financial commitments under the lease agreements. A liability has been accrued using an expected present value calculation. Such amount is immaterial to the consolidated financial statements as of December 31, 2014and 2013. The liability expires at various dates through October 23, 2025.

Litigation

French Competition Authority Investigation

        Our French subsidiary Luxottica France S.A.S., together with other major competitors in the French eyewear industry, has been the subject of an anti-competition investigation conducted by the French Competition Authority relating to pricing practices in such industry. The investigation is ongoing and, to date, no formal action has yet been taken by the French Competition Authority. As a consequence, it is not possible to estimate or provide a range of potential liability that may be involved in this matter. The outcome of any such action, which the Group intends to vigorously defend, is inherently uncertain, and there can be no assurance that such action, if adversely determined, will not have a material adverse effect on our business, results of operations and financial condition.

Other proceedings

        The Company and its subsidiaries are defendants in various other lawsuits arising in the ordinary course of business. It is the opinion of the management of the Company that it has meritorious defenses against all such outstanding claims, which the Company will vigorously pursue, and that the outcome of such claims, individually or in the aggregate, will not have a material adverse effect on the Company's consolidated financial position or results of operations.

29. RELATED PARTY TRANSACTIONS

Licensing Agreements

        The Group executed an exclusive worldwide license for the production and distribution of Brooks Brothers brand eyewear. The brand is held by Brooks Brothers Group, Inc. ("BBG"), which is owned and controlled by a director of the Company, Claudio Del Vecchio. The license expired on December 31, 2014 but was renewed until December 31, 2019. Royalties paid under this agreement to BBG were Euro 0.8 million in 2014 and Euro 0.8 million in 2013. Management believes that the terms of the license agreement are fair to the Company.

Lease of Corporate offices

        On April 29, 2014, the Board of Directors of Luxottica Group authorized the Company to enter into an agreement to lease a building located in Piazzale Cadorna 3, Milan. The lease will be for a period of seven years and 5 months and will be renewable for an additional six years. The building is owned by Beni Stabili SIIQ S.p.A., which through Delfin S.àr.l, is ultimately controlled by the Company's Chairman Leonardo Del Vecchio, and therefore the lease agreement is a transaction with related parties. In accordance with the procedure on related parties adopted by the Company and the Consob regulation n. 17221/2010 and in light of the contract balance, the agreement qualifies as a minor transaction with related parties. On March 31, 2014 the Risk and Control Committee, solely composed of

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

29. RELATED PARTY TRANSACTIONS (Continued)

independent directors, unanimously expressed a favorable opinion regarding the Company's interest in entering in such transaction as well as on the convenience and fairness of the related conditions. In 2014 the Company incurred an expense for the lease of the building of Euro 2.0 million.

Resignation of CEOs

        On September 1, 2014 Andrea Guerra left as Group CEO ("Former Group CEO"). Based on the termination agreement, Luxottica paid Andrea Guerra a redundancy incentive equal to the gross total amount of Euro 10,000,000 in addition to severance pay linked to the consensual termination of the employment relationship. In addition to this incentive payment Luxottica paid a gross total amount of Euro 592,294 which was part of the settlement and novation agreement in consideration of Andrea Guerra waiving, towards Luxottica Group S.p.A. and every other entity included in the Group, any claim or right in any case connected or related to the employment and administration relationships and their resolution. Andrea Guerra also signed a 24 month non-competition agreement in relation to which he received Euro 800,000 to be paid in equal installments on a quarterly basis starting from the date of the termination of his employment relationship. Additionally, Mr. Guerra sold off 813,500 shares of Luxottica Group S.p.A., previously received under Incentive plans, to the controlling shareholder of the Company in an off-market transaction at a price of Euro 41.50 per share. On October 13, 2014 Enrico Cavatorta resigned from the Board. Based on the termination agreement, Luxottica paid Enrico Cavatorta a gross amount upon termination of his employment of Euro 4,000,000, in addition to the severance pay linked to the consensual termination of the employment relationship. Added to this incentive payment Luxottica paid a gross total amount of Euro 985,355 which was part of the settlement and novation agreement in consideration of Enrico Cavatorta waiving, towards Luxottica Group S.p.A. and every other entity included in the Group, any claim or right in any case connected or related to the employment and administration relationships and their resolution. No sums were awarded in connection with Mr. Cavatorta's termination from the position of director and chief executive officer of Luxottica Group S.p.A. which was effective October 13, 2014. The above noted amounts and other minor related expenses totaled approximately Euro 20 million.

Reimbursement from Delfin

        Delfin S.à r.l. has committed to reimburse, on a pro-rata basis, the bonus paid by the Company to Adil Mehboob-Khan if he resigns on or before December 31, 2017. The reimbursement amount will equal Euro 7.0 million if Adil Mehboob-Khan resigns in 2015, Euro 4.7 million if he resigns in 2016 and Euro 2.3 million if he resigns in 2017. Delfin S.à r.l.'s reimbursement obligation does not apply in the case of termination of employment for just cause.

Service Revenues

        During the years ended December 31, 2014, 2013 and 2012, U.S. Holdings performed consulting and advisory services relating to risk management and insurance for Brooks Brothers Group, Inc. Amounts received for the services provided for each of those years were Euro 0.1 million. Management believes that the compensation received for these services was fair to the Company.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

29. RELATED PARTY TRANSACTIONS (Continued)

Incentive Stock Option Plans

        On September 14, 2004, the Company announced that its primary stockholder, Leonardo Del Vecchio, had allocated 2.11% of the shares of the Company—equal to 9.6 million shares, owned by him through the company La Leonardo Finanziaria S.r.l. and currently owned through Delfin S.à r.l., a financial company owned by the Del Vecchio family, to a stock option plan for the senior management of the Company. The options became exercisable on June 30, 2006 following the meeting of certain economic objectives and, as such, the holders of these options became entitled to exercise such options beginning on that date until their termination in 2014. During 2014, 0.3 million options (3.1 million in 2013) from this grant were exercised. As of December 31, 2014, no options under this arrangement were outstanding.

        A summary of related party transactions as of December 31, 2014, 2013 and 2012, is provided below.

        Total remuneration due to key managers amounted to approximately Euro 53.1 million, Euro 24.4 million and Euro 43.2 million in 2014, 2013 and 2012, respectively.

        The transactions with related parties resulted in a cash outflow of approximately Euro 48.2 million.

30. EARNINGS PER SHARE

        Basic and diluted earnings per share were calculated as the ratio of net income attributable to the stockholders of the Company for 2014 and 2013 amounting to Euro 642.6 million and Euro 544.7 million, respectively, to the number of outstanding shares—basic and dilutive of the Company.

        Basic earnings per share in 2014 were equal to Euro 1.35, compared to Euro 1.15 in 2013. Diluted earnings per share in 2014 were equal to Euro 1.34 compared to Euro 1.14 in 2013.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

30. EARNINGS PER SHARE (Continued)

        The table reported below provides the reconciliation between the average weighted number of shares utilized to calculate basic and diluted earnings per share:

31. ATYPICAL AND/OR UNUSUAL OPERATIONS

        There were no atypical and/or unusual transactions, as defined by the Consob communication n. 60644293 dated July 28, 2006, that occurred in 2014 and 2013.

32. DERIVATIVE FINANCIAL INSTRUMENTS

        Derivatives are classified as current or non-current assets and liabilities. The fair value of derivatives is classified as a long-term asset or liability for the portion of cash flows expiring after 12 months, and as a current asset or liability for the portion expiring within 12 months.

        The ineffective portion recorded in other-net within the consolidated statement of income amounted to Euro 0.0 thousand in 2014 and 2013, respectively.

        The table below shows the assets and liabilities related to derivative contracts in effect as of December 31, 2014 and 2013 (amounts in thousands of Euro):

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

32. DERIVATIVE FINANCIAL INSTRUMENTS (Continued)

        The table below shows movements in the stockholders' equity due to the reserve for cash flow hedges (amounts in thousands of Euro):

Interest rate swaps

        As of December 31, 2013, all interest rate swap instruments have expired.

33. NON-RECURRING TRANSACTIONS

        In 2014 the Group incurred non-recurring expenses totaling Euro 20.0 million, related to the termination of the employment agreements of Andrea Guerra and Enrico Cavatorta. The Group recorded a tax benefit related to these expenses of approximately Euro 5.5 million. In the fourth quarter of 2014 the Group recorded non-recurring expenses of Euro 30.3 million related to the tax audit of Luxottica S.r.l. (fiscal years subsequent to 2007).

        In the three-month period ended June 30, 2013 the Group incurred non-recurring expenses totaling Euro 9.0 million, related to the restructuring of the acquired Alain Mikli business, a French luxury and contemporary eyewear company. The Group recorded a tax benefit related to these expenses of approximately Euro 3.1 million. In the fourth quarter of 2013 the Group recorded non-recurring expenses of (i) Euro 26.7 million related to the settlement of the tax audit of Luxottica S.r.l. (fiscal year 2007), and (ii) of Euro 40.0 million related to tax audit relating to Luxottica S.r.l. (fiscal years subsequent to 2007).

34. SHARE-BASED PAYMENTS

        Beginning in April 1998, certain officers and other key employees of the Company and its subsidiaries were granted stock options of Luxottica Group S.p.A. under the Company's stock option plans (the "plans"). In order to strengthen the loyalty of some key employees—with respect to individual targets, and in order to enhance the overall capitalization of the Company—the Company's stockholders meetings approved three stock capital increases on March 10, 1998, September 20, 2001 and June 14, 2006, respectively, through the issuance of new common shares to be offered for subscription to employees. On the basis of these stock capital increases, the authorized share capital was equal to Euro 29,457,295.98. These options become exercisable at the end of a three-year vesting period. Certain options may contain accelerated vesting terms if there is a change in ownership (as defined in the plans).

        The stockholders' meeting has delegated the Board of Directors to effectively execute, in one or more installments, the stock capital increases and to grant options to employees. The Board can also:

—

establish the terms and conditions for the underwriting of the new shares;

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

34. SHARE-BASED PAYMENTS (Continued)

—

request the full payment of the shares at the time of their underwriting;



—

identify the employees to grant the options based on appropriate criteria; and



—

regulate the effect of the termination of the employment relationships with the Company or its subsidiaries and the effects of the employee death on the options granted by specific provision included in the agreements entered into with the employees.

        Upon execution of the proxy received from the Stockholders' meeting, the Board of Directors has granted a total of 55,909,800 options of which, as of December 31, 2014, 31,171,583 have been exercised.

        In total, the Board of Directors approved the following stock option plans:

        On May 13, 2008, a Performance Shares Plan for senior managers within the Company as identified by the Board of Directors (the "Board") of the Company (the "2008 PSP") was adopted. The

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

34. SHARE-BASED PAYMENTS (Continued)

beneficiaries of the 2008 PSP are granted the right to receive ordinary shares, without consideration, if certain financial targets set by the Board are achieved over a specified three-year period. The 2008 PSP, which expired in 2013, had a term of five years, during which time the Board authorized the issuance of five grants to the 2008 PSP beneficiaries.

        Pursuant to the PSP plan adopted in 2008, on April 28, 2011, the Board granted certain of our key employees 665,000 rights to receive ordinary shares ("PSP 2011"), which can be increased by 15% up to a maximum of 764,750 units, if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2011 through 2013. As of December 31, 2014, the consolidated cumulative earnings per share targets were achieved and therefore 509,500 shares were assigned to the beneficiaries.

        Pursuant to the PSP plan adopted in 2008, on May 7, 2012, the Board granted certain of our key employees 601,000 rights to receive ordinary shares ("PSP 2012"), which may be increased by 20% up to a maximum of 721,200 units if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2012 through 2014. As of December 31, 2014, the consolidated cumulative earnings per share targets were achieved. As of December 31, 20143, 110,400 of the maximum units granted had been forfeited.

        On April 29, 2013, a Performance Shares Plan for senior managers within the Company as identified by the Board (the "2013 PSP") was adopted. The beneficiaries of the 2013 PSP are granted the right to receive ordinary shares, without consideration, if certain financial targets set by the Board are achieved over a specified three-year period.

        On the same date, the Board granted certain of our key employees 1,067,900 rights to receive ordinary shares, which may be increased by 20% up to a maximum of 1,281,480 units if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2013 through 2015. Management expects that the target will be met. As of December 31, 2014, 127,260 of the maximum units granted had been forfeited.

        On April 29, 2014 the Board granted certain of our key employees 1,004,400 rights to receive ordinary shares, which may be increased by 20% up to a maximum of 1,205,280 units if certain consolidated cumulative earnings per share targets are achieved over the three-year period from 2014 through 2016. Management expects that the target will be met. As of December 31, 2014, 44,580 of the maximum units granted had been forfeited.

        The information required by IFRS 2 on stock option plans is reported below.

        The fair value of the stock options was estimated on the grant date using the binomial model and following weighted average assumptions:

        The fair value of the units granted under the 2014 PSP was Euro 39.03 per unit.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

34. SHARE-BASED PAYMENTS (Continued)

        Movements reported in the various stock option and performance share plans in 2014 are reported below:

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

34. SHARE-BASED PAYMENTS (Continued)

        Options exercisable on December 31, 2014 are summarized in the following table:

        The remaining contractual life of plans in effect on December 31, 2014 is highlighted in the following table:

        With regards to the options exercised during the course of 2014, the weighted average share price of the shares in 2014 was equal to Euro 40.62.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of DECEMBER 31, 2014

34. SHARE-BASED PAYMENTS (Continued)

        The Group has recorded an expense for the ordinary stock option plans of Euro 6.1 million and Euro 9.5 million in 2014 and 2013, respectively. For the extraordinary plan as well as for the 2010, 2011, 2012 2013 and 2014 PSPs, the Group recorded an expense of Euro 24.9 million and Euro 18.7 million in 2014 and 2013, respectively.

        The stock plans outstanding as of December 31, 2014 are conditional upon satisfying the service conditions. The PSP plans are conditional upon satisfying service as well as performance conditions.

35. DIVIDENDS

        In May 2014, the Company distributed aggregate dividends to its stockholders of Euro 308.3 million equal to Euro 0.65 per ordinary share. Dividends distributed to non-controlling interests totaled Euro 3.7 million. During 2013, the Company distributed aggregate dividends to its stockholders of Euro 273.7 million equal to Euro 0.58 per ordinary share. Dividends distributed to non-controlling interests totaled Euro 3.5 million.

36. CAPITAL MANAGEMENT

        The Group's objectives when managing capital are to safeguard the Group's ability to continue, as a going concern, to provide returns to shareholders and benefit to other stockholders and to maintain an optimal capital structure to reduce the cost of capital.

        Consistent with others in the industry, the Group also monitors capital on the basis of a gearing ratio that is calculated as net financial position divided by total capital. Net financial position is calculated as total borrowings (including short-term borrowings and current and non-current portions of long-term debt) less cash and cash equivalents. Total capital is calculated as equity, as shown in the consolidated statement of financial position, plus net financial position.

        The table below provides the Group's gearing ratio for 2014 and 2013 as follows:

37. SUBSEQUENT EVENTS

        On February 27, 2015, the Group, after an analysis of its financial plans, early terminated the multicurrency (Euro/USD) revolving credit facility for Euro 500 million (the credit facility was not drawn as of December 31, 2014) guaranteed by Luxottica Group, Luxottica S.r.l. and U.S. Holdings. The agent for this credit facility is Unicredit AG Milan Branch and the other lending banks are 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.

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Certification of the consolidated financial statements pursuant to Article 154 bis of Legislative Decree 58/98

        1.     The undersigned Massimo Vian, as chief executive officer for Product and Operations, Adil Mehboob-Khan, as chief executive officer for Markets, and Stefano Grassi, as chief financial officer of Luxottica Group SpA, having also taken into account the provisions of Article 154-bis, paragraphs 3 and 4, of the Italian Legislative Decree 58 of February 24, 1998, hereby certify:

•

the adequacy in relation to the characteristics of the Company and



•

the effective implementation

of the administrative and accounting procedures for the preparation of the consolidated financial statements over the course of the year ended December 31, 2014.

        2.     The assessment of the adequacy of the administrative and accounting procedures for the preparation of the consolidated financial statements as of December 31, 2014 was based on a process developed by Luxottica Group SpA in accordance with the model Internal Control—Integrated Framework as issued by the Committee of Sponsoring Organizations of the Tradeway Commission which is a framework generally accepted internationally.

        3.     It is also certified that:

        3.1   the financial report:

        a)    has been drawn up in accordance with the international accounting standards recognized in the European Union under the EC regulation 1606/2002 of the European Parliament and of the Council of July 19, 2002, and in particular with the IAS 34—Interim Financial Reporting, and the provisions which implement Art. 9 of Legislative Decree 38/2005;

        b)    is consistent with the entries in the accounting books and records; and

        c)     is capable of providing a true and fair representation of the assets and liabilities, profits and losses and financial position of the issuer.

        3.2   The management report on the consolidated financial statements includes a reliable analysis of operating trends and results of the period as well as the situation of the issuer and of the companies included within the scope of consolidation; a description of the primary risks and uncertainties to which the Group is exposed is also included.

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Exhibit 99.2

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIODS ENDED DECEMBER 31, 2014 AND 2013

CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CASH FLOWS

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Exhibit 99.3

Luxottica Group S.p.A.
Headquarters and registered office    ·    Piazzale Luigi Cadorna, 3, 20123 Milan, Italy
Capital Stock € 28,900,294.98
authorized and issued

MANAGEMENT REPORT AS OF DECEMBER 31, 2014

1.     OPERATING PERFORMANCE FOR THE YEAR ENDED DECEMBER 31, 2014

        The Group's growth continued throughout 2014. In a challenging economic environment the Group achieved positive results in all the geographies in which it operates. Net sales increased from Euro 7,312.6 in 2013 to Euro 7,652.3 million in 2014 (+4.6 percent at current exchange rates and +6.1 percent at constant exchange rates¹). Net sales benefited from the effect of the 53rd week by approximately Euro 60 million, in the retail division in North America, Europe and Africa. Adjusted net sales² increased from Euro 7,312.6 in 2013 to Euro 7,698.9 million in 2014 (+5.3 percent at current exchange rates and +6.7 percent at constant exchange rates¹). Adjusted net sales² were impacted, starting from July 1, 2014, by the modification of an EyeMed reinsurance agreement with an existing underwriter whereby the Company assumes less reinsurance revenues and less claims expense. The impact of the new contract for the twelve month period ended December 31 2014 was Euro 46.6 million (the "2014 EyeMed Adjustment").

        Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")² in 2014 rose by 8.4 percent to Euro 1,541.6 million from Euro 1,422.3 in 2013. Additionally, adjusted EBITDA² increased by 9.1 percent to Euro 1,561.6 million from Euro 1,431.3 million in 2013.

        Operating income for 2014 increased by 9.7 percent to Euro 1,157.6 million from Euro 1,055.7 million during the same period of the previous year. The Group's operating margin continued to grow rising from 14.4 percent in 2013 to 15.1 percent in 2014. Additionally, adjusted operating income⁴ in 2014 increased by 10.6 percent to 1,177.6 million from Euro 1,064.7 million in 2013. Adjusted operating margin⁵ in 2014 increased to 15.3 percent from 14.6 percent in 2013.

        In 2014 net income attributable to Luxottica Stockholders increased by 18.0 percent to Euro 642.6 million from Euro 544.7 million in the same period of 2013. Adjusted net income⁶ attributable to Luxottica stockholders increased by 11.4 percent to Euro 687.4 million in 2014 from Euro 617.3 million in 2013. Earnings per share ("EPS") was Euro 1.35 and EPS expressed in USD was 1.79 (at an average rate of Euro/USD of 1.32850). Adjusted earnings per share⁷ ("EPS") was Euro 1.44 and adjusted EPS expressed in USD was 1.92 (at an average rate of Euro/USD of 1.32850).

        A careful control of our working capital as well as a significant improvement in our operating results, resulted in strong free cash flow⁸ equal to Euro 802 million. Net debt as of December 31, 2014 was

   

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          ¹  We calculate constant exchange rates by applying to the current period the average exchange rates between the Euro and the relevant currencies of the various markets in which we operated during and the 12 month periods ended December 31, 2014. Please refer to Attachment 1 for further details on exchange rates.

          ²  For a further discussion of adjusted net sales, see page 26—"Non-IFRS Measures.".

          ³  For a further discussion of EBITDA and adjusted EBITDA, see page 26—"Non-IFRS Measures."

          ⁴  For a further discussion of adjusted operating income, see page 26—"Non-IFRS Measures."

          ⁵  For a further discussion of adjusted operating margin, see page 26—"Non-IFRS Measures."

          ⁶  For a further discussion of adjusted net income, see page 26—"Non-IFRS Measures."

          ⁷  For a further discussion of adjusted earinings per share, see page 26—"Non-IFRS Measures."

        ⁸  For a further discussion of free cash flow, see page 26—"Non-IFRS Measures."

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Euro 1,012.9 million (Euro 1,461.4 million at the end of 2013), with a ratio of net debt to adjusted EBITDA⁹ of 0.6x (1.0x as of December 31, 2013).

2.     SIGNIFICANT EVENTS DURING THE 2014

January

        On January 20, 2014, Luxottica Group S.p.A. announced that Standard & Poor's raised its long-term credit rating to A– from BBB+. The outlook is currently stable. Standard & Poor's disclosed that Luxottica improved its credit metrics since its long-term rating outlook was increased to positive on March 27, 2013.

        On January 31, 2014, the Group closed the acquisition of glasses.com from WellPoint Inc. The transaction was previously announced on January 7, 2014.

March

        On March 24, 2014, the Group and Google Inc. announced they were joining forces to design, develop and distribute a new breed of eyewear for Glass products. Luxottica's two major proprietary brands, Ray-Ban and Oakley, will be a part of the collaboration for Glass. In particular, the two companies will establish a team of experts devoted to working on the design, development, tooling and engineering of Glass products that straddle the line between high-fashion, lifestyle and innovative technology.

April

        On April 15, 2014, Luxottica Group and Michael Kors Holdings Limited announced they signed a new and exclusive eyewear license agreement for the Michael Kors Collection and MICHAEL Michael Kors eyewear with a term of 10 years. The first collection produced with Luxottica will launch in January 2015. The brand's two luxury eyewear collections will be carried around the world in Michael Kors stores, department stores, select travel retail locations, independent optical locations and Luxottica's retail stores.

        At the Stockholders' Meeting on April 29, 2014, Group's stockholders approved the Statutory Financial Statements as of December 31, 2013 as proposed by the Board of Directors and the distribution of a cash dividend of Euro 0.65 per ordinary share. The aggregate dividend amount of Euro 308.3 million was fully paid in May 2014.

September

        On September 1, 2014, following a period of debate with Chairman Leonardo Del Vecchio over the Group's future strategy and direction, Andrea Guerra left as Group CEO ("Former Group CEO").

        After the resignation of the Former Group CEO, Luxottica Group announced the introduction of a new management structure based on a co-CEO model; one focused on Markets and the other dedicated to Corporate Functions, in order to ensure a stronger management of the Group.

        Enrico Cavatorta, General Manager and CFO of the Group, on September 1, 2014 was appointed CEO of Corporate Functions and was also named as Interim CEO of Markets, pending the appointment of a permanent executive to this position. Mr. Cavatorta resigned this role in October 2014 but retained his position as the Manager charged with preparing the Group's financial reports until he departed Luxottica on October 31, 2014.

   

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          ⁹  For a further discussion of net debt and net debt to adjusted EBITDA, see page 26—"Non-IFRS Measures."

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October

        On October 13, 2014 Enrico Cavatorta resigned as the Group's CEO, but maintained responsibility as the manager in charge of preparing the Company's financial reports until October 31, 2014.

        On October 29, 2014 the Board of Directors appointed Adil Mehboob-Khan as non executive member of the Board and Massimo Vian as Group's CEO, entrusting him on an interim basis with all executive responsibilities until Adil Mehboob-Khan joined Luxottica in January 2015.

FINANCIAL RESULTS

        We are a global leader in the design, manufacture and distribution of fashion, luxury and sport eyewear, with net sales over Euro 7.6 billion in 2014, approximately 78,000 employees and a strong global presence. We operate in two industry segments: (i) manufacturing and wholesale distribution; and (ii) retail distribution. See Note 5 of the Notes to the Consolidated Financial Statements as of December 31, 2014 for additional disclosures about our operating segments. Through our manufacturing and wholesale distribution segment, we are engaged in the design, manufacture, wholesale distribution and marketing of proprietary and designer lines of mid- to premium-priced prescription frames and sunglasses. We operate our retail distribution segment principally through our retail brands, which include, among others, LensCrafters, Sunglass Hut, OPSM, Laubman & Pank, Oakley "O" Stores and Vaults, David Clulow, GMO and our Licensed Brands (Sears Optical and Target Optical).

        As a result of our numerous acquisitions and the subsequent expansion of our business activities in the United States through these acquisitions, our results of operations, which are reported in Euro, are susceptible to currency rate fluctuations between the Euro and the U.S. dollar. The Euro/U.S. dollar exchange rate has fluctuated to an average exchange rate of Euro 1.00 = U.S. $1.3285 in 2014 and from Euro 1.00 = U.S. $1.3277 in 2013. With the acquisition of OPSM, our results of operations have also been rendered susceptible to currency fluctuations between the Euro and the Australian Dollar. Additionally, we incur part of our manufacturing costs in Chinese Yuan; therefore, the fluctuation of the Chinese Yuan could impact the demand of our products or our consolidated profitability. Although we engage in certain foreign currency hedging activities to mitigate the impact of these fluctuations, they have impacted our reported revenues and expenses during the periods discussed herein. The Group does not engage in long term hedging activities to mitigate the translation risk.

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RESULTS OF OPERATIONS FOR YEARS ENDED DECEMBER 31, 2014 AND 2013

        In order to better represent in this Management Report the Group's operating performance certain information included in the Consolidated Financial Statements as of December, 31 2014 were adjusted by the following items: (i) excluding non-recurring expenses relating to redundancy incentive payments of Euro 20 million (Euro 14.5 million impact on Group net income); (ii) starting in the third quarter of 2014, including the 2014 EyeMed Adjustment as defined above in adjusted net sales; and (iii) excluding expenses related to a tax audit of the 2008, 2009, 2010 and 2011 tax years in the amount of Euro 30.3 million

        In order to better represent in this Management Report the Group's operating performance certain information included in the Consolidated Financial Statements as of December, 31 2013 were adjusted by the following items: (i) excluding non-recurring costs relating to reorganization of Alain Mikli International acquired in January 2013 amounting to an approximately Euro 9 million adjustment to Group operating income (approximately Euro 5.9 million net of tax effect); (ii) excluding an expense related to a tax audit for the 2007 tax year in the amount of Euro 26.7; and (iii) excluding an accrual relating to open tax audits for tax years after 2007 in the amount of Euro 40 million.

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        The Group's income from operations, EBITDA and net income attributable to Luxottica Group stockholders adjusted for the items set forth above are as follows:

        Net Sales.    Net sales increased by Euro 339.7 million, or 4.6%, to Euro 7,652.3 million in 2014 from Euro 7,312.6 million in 2013. Euro 202.5 million of this increase was attributable to increased sales in the manufacturing and wholesale distribution segment during 2014 as compared to 2013 and to increased sales of Euro 137.2 million in the retail distribution segment during 2014 as compared to 2013. Adjusted net sales in 2014, which include the 2014 Eyemed Adjustment, were Euro 7,698.9 million.

        Please find the reconciliation between adjusted net sales¹¹ and net sales in the following table:

        Net sales for the retail distribution segment increased by Euro 137.2 million, or 3.2%, to Euro 4,458.6 million in 2014 from Euro 4,321.3 million in 2013. The increase in net sales for the period was partially attributable to a 1.8% increase in comparable store¹² sales for LensCrafters and a 7.4% increase in comparable store¹² sales for Sunglass Hut. The effects from currency fluctuations between the Euro, which is our reporting currency, and other currencies in which we conduct business, in particular the weakening of the U.S. dollar and the Australian dollar compared to the Euro, decreased net sales in the retail distribution segment by Euro 48.2 million.

        Adjusted net sales¹¹ of the retail division in 2014, which include the 2014 Eyemed Adjustment for Euro 46.6 million, were Euro 4,505.2 million.

        Please find the reconciliation between adjusted net sales¹¹ of the retail division and net sales of the retail division in the following table:

        Net sales to third parties in the manufacturing and wholesale distribution segment increased by Euro 202.5 million, or 6.8%, to Euro 3,193.8 million in 2014 from Euro 2,991.3 million in 2013. This

   

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          ¹⁰  For a further discussion of adjusted Measures, see page 26—"Non-IFRS Measures."

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          ¹¹  For a further discussion of adjusted net sales, see page 26—"Non-IFRS Measures."

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          ¹²  Comparable store sales reflects the change in sales from one period to another that, for comparison purposes, includes in the calculation only stores open in the more recent period that also were open during the comparable prior period in the same geographic area, and applies to both periods the average exchange rate for the prior period.

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increase was mainly attributable to increased sales of most of our proprietary brands, in particular Ray-Ban and Oakley, and of certain designer brands including Prada, Dolce & Gabbana and the Armani brands which were launched in 2014. The positive impact on net sales was partially offset by negative currency fluctuations, in particular the weakening of the U.S. dollar and the Brazilian Real compared to the Euro, which decreased net sales in the wholesale distribution segment by Euro 56.0 million.

        In 2014, net sales in the retail distribution segment accounted for approximately 58.3% of total net sales, as compared to approximately 59.1% of total net sales in 2013. This decrease in sales for the retail distribution segment as a percentage of total net sales was primarily attributable to a 6.8% increase in net sales for the manufacturing and wholesale distribution segment for 2014, as compared to a 3.2% increase in net sales to third parties in the retail distribution segment in 2014.

        In 2014 and 2013, net sales in our retail distribution segment in the United States and Canada comprised 77.3% and 77.8%, respectively, of our total net sales in this segment. In U.S. dollars, retail net sales in the United States and Canada increased by 2.6% to U.S. $4,577.3 million in 2014 from U.S. $4,462.3 million in 2013, due to sales volume increases. During 2014, net sales in the retail distribution segment in the rest of the world (excluding the United States and Canada) comprised 22.7% of our total net sales in the retail distribution segment and increased by 5.5% to Euro 1,013.1 million in 2014 from Euro 960.5 million, or 22.2% of our total net sales in the retail distribution segment, in 2013, mainly due to an increase in consumer demand.

        In 2014, net sales to third parties in our manufacturing and wholesale distribution segment in Europe were Euro 1,295.3 million, comprising 40.6% of our total net sales in this segment, compared to Euro 1,272.8 million, or 42.5% of total net sales in this segment in 2013, increasing by Euro 22.5 million or 1.8% in 2014 as compared to 2013. Net sales to third parties in our manufacturing and wholesale distribution segment in the United States and Canada were U.S. $1,117.7 million and comprised 26.3% of our total net sales in this segment in 2014, compared to U.S. $1,013.1 million, or 25.5% of total net sales in this segment, in 2013. The increase in net sales in the United States and Canada in 2014 compared to 2013 was primarily due to a general increase in consumer demand. In 2014, net sales to third parties in our manufacturing and wholesale distribution segment in the rest of the world were Euro 1,057.2 million, comprising 33.1% of our total net sales in this segment, compared to Euro 955.5 million, or 31.9% of our net sales in this segment, in 2013. The increase of Euro 101.7 million, or 10.6%, in 2014 as compared to 2013 was due to an increase in consumer demand, in particular in the emerging markets.

        Cost of Sales.    Cost of sales increased by Euro 51.0 million, or 2.0%, to Euro 2,574.7 million in 2014 from Euro 2,524.0 million in 2013, in line with the increase in net sales. As a percentage of net sales, cost of sales was 33.6% and 34.5% in 2013 and 2012, respectively, primarily due to an increase in demand. In 2013, the average number of frames produced daily in our facilities increased to approximately 297,000 as compared to approximately 302,000 in 2013. Adjusted cost of sales¹³ of the retail distribution segment in 2014, which include the 2014 EyeMed adjustment equal to Euro 46.6 million, were Euro 2,621.3 million.

        Please find the reconciliation between adjusted cost of sales¹³ and cost of sales in the following table:

        Gross Profit.    Our gross profit increased by Euro 289.0 million, or 6.0%, to Euro 5,077.6 million in 2014 from Euro 4,788.6 million in 2013. As a percentage of net sales, gross profit increased to 66.4% in 2014 from 65.5% in 2013 due to the factors noted above.

   

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          ¹³  For a further discussion of adjusted cost of sales, see page 26—"Non-IFRS Measures."

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        Operating Expenses.    Total operating expenses increased by Euro 187.1 million, or 5.0%, to Euro 3,920.0 million in 2014 from Euro 3,732.9 million in 2013. As a percentage of net sales, operating expenses were 51.2% in 2014 compared to 51.0% in 2013.

        Total adjusted operating expenses¹⁴ increased by Euro 176.1 million, or 4.7%, to Euro 3,900.0 million in 2014 from Euro 3,723.9 million in 2013, excluding non-recurring expense of Euro 20.0 million related to the termination of the former Group CEOs in 2014 and non-recurring expenses of Euro 9 million related to the reorganization of Alain Mikli business in 2013. As a percentage of net sales, adjusted operating expenses¹⁴ decreased to 50.7% in 2014 from 50.9% in 2013.

        Please find the reconciliation between adjusted operating expenses¹⁴ and operating expenses in the following table:

        Selling and advertising expenses (including royalty expenses) increased by Euro 147.1 million, or 5.1%, to Euro 3,013.4 million in 2014 from Euro 2,866.3 million in 2013. The increase was primarily due to an increase in selling and advertising. Selling expenses increased by Euro 110.4 million, or 4.9%. As a percentage of net sales selling expenses were 30.7% in 2014 and 2013. Advertising expenses increased by Euro 31.3 million, or 6.5%. As a percentage of net sales advertising expenses were 6.7% and 6.6% in 2014 and 2013, respectively. Royalties increased by Euro 5.4 million, or 3.7%. As a percentage of net sales royalty expenses were 2.0% in 2014 and 2013.

        General and administrative expenses, including intangible asset amortization, increased by Euro 40.0 million, or 4.6%, to Euro 906.6 million in 2014, as compared to Euro 866.6 million in 2013. As a percentage of net sales, general and administrative expenses were 11.8% in 2014 compared to 11.9% in 2013. The increase in 2014 as compared to 2013 is mainly due to the non-recurring expenses incurred upon the termination of the previous CEOs for approximately Euro 20 million.

        Adjusted general and administrative expenses¹⁵ increased by Euro 29.0 million, or 3.4%, to Euro 886.6 million in 2014 as compared to Euro 857.6 million in 2013. This amount includes intangible asset amortization and excludes, in 2014, the non-recurring expenses of Euro 20.0 million related to the termination of employment of the former Group CEOs and, in 2013, non-recurring expenses of approximaly Euro 9.0 million related to the reorganization of the Alain Mikli business. As a percentage of net sales, adjusted general and administrative expenses¹⁵ decreased to 11.5% in 2014, compared to 11.7% in 2013.

        Please find the reconciliation between adjusted operating expenses and operating expenses¹⁵ in the following table:

   

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          ¹⁴  For a further discussion of adjusted operating expenses, see page 26—"Non-IFRS Measures."

          ¹⁵  For a further discussion of adjusted general and administrative expenses, see page 26—"Non-IFRS Measures."

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        Income from Operations.    For the reasons described above, income from operations increased by Euro 101.9 million, or 9.7%, to Euro 1,157.6 million in 2014 from Euro 1,055.7 million in 2013. As a percentage of net sales, income from operations increased to 15.1% in 2014 from 14.4% in 2013. Adjusted income from operations¹⁶ increased by Euro 112.9 million, or 10.6%, to Euro 1,177.6 million in 2014 from Euro 1,064.7 million in 2013. As a percentage of net sales, adjusted income from operations¹⁶ increased to 15.3% in 2014 from 14.6% in 2013.

        Please find the reconciliation between adjusted income from operations¹⁶ and income from operations in the following table:

        Other Income (Expense)—Net.    Other income (expense)—net was Euro (97.5) million in 2014 as compared to Euro (99.3) million in 2013. Net interest expense was Euro 98.0 million in 2014 as compared to Euro 92.1 million in 2013. The increase was mainly due to an increase in outstanding debt as a result of the issuance of the Euro 500 million of bonds in the first half of 2014.

        Net Income.    Income before taxes increased by Euro 103.7 million, or 10.8%, to Euro 1,060.1 million in 2014 from Euro 956.4 million in 2013 for the reasons described above. As a percentage of net sales, income before taxes increased to 13.9% in 2014, from 13.1% in 2013. Adjusted income before taxes¹⁷ increased by Euro 114.7 million, or 11.9%, to Euro 1,080.1 million in 2014 from Euro 965.4 million in 2013, for the reasons described above. As a percentage of net sales, adjusted income before taxes¹⁷ increased to 14.0% in 2014 from 13.2% in 2013.

        Please find the reconciliation between adjusted net income before taxes¹⁷ and net income before taxes in the following table:

        Our effective tax rate was 39.1% and 42.6% in 2014 and 2013, respectively. Included in 2014 was Euro 30.3 million for certain income taxes accrued in the period as a result of ongoing tax audits as compared with Euro 66.7 million accrued in 2013. Adjusted tax rate in 2014 and 2013 was 36.0% and 35.6%, respectively.

        Net income attributable to non-controlling interests was equal to Euro 3.4 million and Euro 4.2 million, in 2014 and 2013, respectively.

        Net income attributable to Luxottica Group stockholders increased by Euro 97.9 million, or 18.0%, to Euro 642.6 million in 2014 from Euro 544.7 million in 2013. Net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 8.4% in 2014 from 7.4% in 2013. Adjusted net

   

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          ¹⁶  For a further discussion of adjusted income from operations, see page 26—"Non-IFRS Measures."

          ¹⁷  For a further discussion of adjusted net income before taxes, see page 26—"Non-IFRS Measures."

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income attributable to Luxottica Group stockholders¹⁸ increased by Euro 70.1 million, or 11.4%, to Euro 687.4 million in 2014 from Euro 617.3 million in 2013. Adjusted net income attributable to Luxottica Group stockholders¹⁸ as a percentage of net sales increased to 8.9% in 2014, from 8.4% in 2013.

        Please find the reconciliation between adjusted net income attributable to Luxottica Group stockholders and net income attributable to Luxottica Group stockholders in the following table:

        Basic earnings per share were Euro 1.35 in 2014 and Euro 1.15 in 2013. Diluted earnings per share were Euro 1.34 in 2014 and Euro 1.14 in 2013. Adjusted basic earnings per share¹⁹ were Euro 1.44 and 1.31 in 2014 and 2013. Adjusted diluted earnings per share¹⁹ were Euro 1.44 and 1.30 in 2014 and 2013.

OUR CASH FLOWS

        The following table sets forth certain items included in our statements of consolidated cash flows included in Item 2 of this report for the periods indicated.

        Operating Activities.    The Company's net cash provided by operating activities in 2014 and 2013 was Euro 1,170.1 million and Euro 921.8 million, respectively.

        Depreciation and amortization were Euro 384.0 million in 2014 as compared to Euro 366.6 million in 2013. The increase in depreciation and amortization in 2014 as compared to 2013 is mainly due to the increase in tangible and intangible asset purchases and to the acquisition of glasses.com for Euro 1.2 million.

   

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          ¹⁸  For a further discussion of adjusted net income attributable to Luxottica Group stockholders, see page 26—"Non-IFRS Measures."

          ¹⁹  For a further discussion of adjusted basic earning per share and adjusted diluted earning per share, see page 26—"Non-IFRS Measures."

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        The change in accounts receivable was Euro (41.3) million in 2014 as compared to Euro (16.8) million in 2013. The changes in 2014 as compared to 2013 were primarily due to the higher volume of sales partially offset by an improvement in collections. The inventory change was Euro 7.3 million in 2014 as compared to Euro 11.8 million in 2013. The change in other assets and liabilities was Euro 21.2 million in 2014 as compared to Euro (30.4) million in 2013. The change in 2014 as compared to 2013 was primarily driven by the increase in the liability to employees in the retail division in North America due to the timing in payment of salaries to store personnel and a decrease in bonus accruals. The change in accounts payable was Euro 24.6 million in 2014 as compared to Euro 12.5 million in 2013. The changes in 2014 as compared to 2013 were primarily due to the continuous improvement payment terms and conditions which started in 2012. Income tax payments in 2014 were Euro 349.2 million as compared to Euro 427.9 million in 2013. The increase in income tax payments in 2013 as compared to 2014 was related to the timing of our tax payments related to certain Italian and U.S. subsidiaries and the payment of Euro 38.0 million in the last quarter of 2013 related to the tax audit of Luxottica S.r.l. Interest paid was Euro 93.1 million in 2014 as compared to Euro 94.5 million in 2013.

        Investing Activities.    The Company's net cash used in investing activities was Euro 459.3 million and Euro 479.8 million in 2014 and 2013, respectively. The primary investment activities in 2014 were related to (i) the acquisition of tangible assets for Euro 280.8 million, (ii) the acquisition of intangible assets for Euro 138.5 million, primarily related to IT infrastructure, and (iii) the acquisition of glasses.com for Euro 30.1 million and other minor acquisitions in the retail segment for Euro 11.0 million. The primary investment activities in 2013 were related to (i) the acquisition of tangible assets for Euro 274.1 million, (ii) the acquisition of intangible assets for Euro 101.1 million, primarily related to IT infrastructure, (iii) the acquisition of Alain Mikli for Euro 71.9 million and (iv) the acquisition of 36.33% of the share capital of Salmoiraghi & Viganò for Euro 45.0 million.

        Financing Activities.    The Company's net cash provided by/(used in) financing activities was Euro 72.3 million and Euro (568.8) million in 2014 and in 2013, respectively. Cash provided by financing activities in 2014 consisted primarily of (i) Euro 500 million related to the issuance of new bonds, (ii) Euro (318.5) million related to the payment of existing debt, (iii) Euro (308.3) million used to pay dividends to the shareholders of the Company and (iv) Euro 70.0 million related to the exercise of stock options and (v) Euro 135.7 million related to the increase of bank overdrafts. Cash used in financing activities in 2013 mainly related to repayment of maturing outstanding debt of Euro (327.1) million and aggregate dividend payments to stockholders of Euro (273.7) million, which were partially offset by cash proceeds from the exercise of stock options totaling Euro 75.3 million.

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OUR CONSOLIDATED STATEMENT OF FINANCIAL POSITION

        As of December 31, 2014, total assets increased by Euro 1,511.4 million to Euro 9,594.3 million, compared to Euro 8,082.9 million as of December 31, 2013.

        In 2014, non-current assets increased by Euro 579.7 million, due to increases in property, plant and equipment of Euro 134.4 million, increases in intangible assets (including goodwill) of Euro 429.4 million, an increase in deferred tax assets of Euro 15.6 million and increases in investments of Euro 3.1 million, partially offset by decreases in other assets of Euro 2.7 million.

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        The increase in property, plant and equipment was due to additions that occurred in 2014 of Euro 280.8 million, to the positive currency fluctuation effects of Euro 95.6 million, acquisitions of Euro 5.7 million, and which were partially offset by depreciation and disposals for the period of Euro 224.5 million and Euro 15.5 million, respectively.

        The increase in intangible assets was due to additions for the period of Euro 138.5 million, to the positive effects of foreign currency fluctuations of Euro 410.0 million, acquisitions that occurred in the period for Euro 35.6 million and which were partially offset by amortization of the period for Euro 159.4 million.

        As of December 31, 2014 as compared to December 31, 2013:

•

Accounts receivable increased by Euro 74.0 million, primarily due to collections in the period partially offset by the increase in net sales;



•

Inventory increased by Euro 29.5 million mainly due to the effects of foreign currency fluctuations;



•

Current taxes payable increased by Euro 33.1 million due to the improvement of the Group's financial results;



•

Short-term provision for risks and other charges increased by Euro 64.0 million primarily due to the tax audit accrual related to Luxottica S.r.l. for the years from 2008 to 2011 in the amount of Euro 30.3 million;



•

Employee benefits increased by Euro 62.1 million which was primarily due to a decrease in the discount rate used to determine employee benefit liabilities;



•

Other current liabilities increased by Euro 113.0 million primiraly due to (i) the increase of the liability related to employees in the retail division in North America as a result of the timing of salary payments to store personnel, and (ii) the effects of foreign currency fluctuations.

        Our net financial position as of December 31, 2014 and December 31, 2013 was as follows:

        Bank overdrafts consist of the utilized portion of short-term uncommitted revolving credit lines borrowed by various subsidiaries of the Group.

        As of December 31, 2014, Luxottica together with our wholly-owned Italian subsidiaries, had credit lines aggregating Euro 225.3 million. The interest rate is a floating rate of EURIBOR plus a margin on average of approximately 90 basis points. At December 31, 2014, Euro 5.4 million was utilized under these credit lines.

        As of December 31, 2014, our wholly-owned subsidiary Luxottica U.S. Holdings Corp. maintained unsecured lines of credit with an aggregate maximum availability of Euro 107.1 million (USD 130.0 million converted at applicable exchange rate for the period ended December 31, 2014). The interest is at a floating rate of approximately LIBOR plus 50 basis points. At December 31, 2014, Euro 5.3 million was utilized under these credit lines. At December 31, 2014 there was Euro 40.7 million in aggregate face amount of stand by letters of credit outstanding related to guaratees on these lines of credit.

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3.     CAPITAL EXPENDITURES

        Capital expenditures amounted to Euro 418.9 million in 2014 and Euro 369.7 million in 2013, analyzed as follows (in millions of Euro):

        Capital expenditures in the manufacturing and wholesale distribution segment were primarily in Italy (Euro 95.2 million in 2014 and Euro 68.8 million in 2013), in China (Euro 35.1 million in 2014 and Euro 39.6 million in 2013) and in North America (Euro 31.4 million in 2014 and Euro 37.1 million in 2013). The overall increase in capital expenditures in 2014 as compared to 2013 is related to the routine technology upgrades and expansion of the manufacturing structure and to the continued roll-out of an IT platform.

        Capital expenditures in the retail distribution segment were primarily in North America (Euro 178.6 million in 2014 and Euro 157.5 million in 2013) and Australia and China (Euro 32.6 million in 2014 and Euro 33.2 million in 2013) and related, for both 2014 and 2013, to the opening of new stores, the remodeling of older stores, and to projects for upgrading the management information system.

        Intangible assets of Euro 4,735.8 million primarily reflect the Group's investment in goodwill and trademarks as a result of acquisitions over the years.

        Amortization recognized in the statement of consolidated income was Euro 384.0 million in 2014 as compared to Euro 366.6 million in 2013.

4.     HUMAN RESOURCES

Group workforce

        As of December 31, 2014, Luxottica Group had 77,734 employees with 61.2% dedicated to the retail business, 13.3% dedicated to the wholesale business and 24.9% dedicated to production and distribution activities. Central Corporate services based in Milan represent 0.6% of the total Group workforce.

        In terms of geographical distribution, 55.3% of the total Luxottica workforce operates in North America, 15.0% in Europe, 22.7% in Asia-Pacific, 6.3% in Latin America and 0.7% in the Middle East and South Africa.

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        The success of Luxottica and its Human Resource Management strategy in 2014 were based on the following elements: attention to people, development of abilities and skills, realization of career potential and creation of a work environment that offers everyone the same opportunities based on the shared criteria of merit and an absence of discrimination. The strategic pillars set forth above are detailed in the initiatives and activities described below.

Development and Organizational Wellness Initiatives

Planning and Professional Development

        2014 was a year marked by further development and consolidation, as well as widespread dissemination, of the strategies and initiatives related to Professional Requirements Planning and Technical and Managerial Career Development, already successfully adopted by the Group in 2013 with the primary objective of meeting growing leadership requirements.

        In support of a structured and shared process of Talent Management and Leadership Planning which allows the continuous identification and promotion of those who demonstrate the potential to take on increasing responsibilities within the organization, the Group established a Leadership Development Program called the Pipeline Program dedicated to the most talented leaders in the organization in all of the Group's locations. This program, with global reach and total duration of one year, involves participants in four different training events which, leveraging different learning methods, develop leadership, innovation and global branding and allow participants from around the world to meet in different international locations, from London to Palo Alto and from Singapore to Milan.

Continuous Feedback and Dialogue of Value

        From the excellent results obtained by the organization in the second edition of the internal satisfaction survey in 2013 and leveraging the identified areas of opportunity, it was decided to work on the development and promotion of a "Feedback culture" with a view to continually strengthening and growing the relationship between managers and their staff. Thanks to the commitment of top management and effective synergy with the HR functions in each geography and business unit, the ability to establish a regular "Dialogue of Value" with staff has become part of the performance objectives of our managers.

        The tool that Luxottica has chosen to measure the dissemination of the "Feedback culture" within the Company is the Pulse Survey, an on-line questionnaire sent to all employees on a quarterly basis. Through this questionnaire, each respondent can express his/her involvement in a dialogue of value with his/her line manager in the previous 90 days. It should be noted that the use of this tool, both in terms of participation and number of positive responses, has recorded a steady percentage increase, starting from when it was first launched in April 2014. During the last Pulse Survey, which took place during the last quarter of the year, as many as 82% of respondents said they had had a dialogue of value with their managers in the previous three months.

        Achievement of this result, derived from an important change management process, was made possible by the numerous training activities implemented at all levels within the organization, in all

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geographies and in all business units, with the objective of involving each employee in the proactive construction of fundamental skills in order to provide and receive feedback and strengthen the "Dialogue of Value" culture.

        Among the different activities undertaken (ad hoc workshops, video tutorials, conversation cards to be used during manager-employee meetings, etc.), the Coaching Academy should be highlighted. This initiative consists of an international training program addressed to senior managers, in order to continue to grow in their role, becoming ambassadors of the Dialogue of Value, focusing on their own leadership style and providing advanced managerial skills.

        In addition to numerous programs developed locally, since May 2013, Luxottica has implemented the Connect on-line platform. This platform is an additional global and innovative tool which has been implemented with the aim of generating a common feedback language across the organization. This platform, created in order to provide a quick and easy self-learning tool, has reached more than 2,700 individuals across the Group, and utilization has increased by approximately 50% since the mobile version of the website was launched in October.

        This marked attention to the Feedback culture will be maintained in 2015, consolidating existing tools and introducing new ones, with the clear objective of learning to communicate in an open, honest and respectful manner, making Feedback and the Dialogue of Value part of Luxottica's DNA.

5.     CORPORATE GOVERNANCE

        Information about ownership structure and corporate governance is contained in the corporate governance report which is an integral part of the annual financial report.

6.     RELATED PARTY TRANSACTIONS

        Our related party transactions are neither atypical nor unusual and occur in the ordinary course of our business. Management believes that these transactions are fair to the Company. For further details regarding related party transactions, please refer to Note 29 of the Notes to the Consolidated Financial Statements as of December 31, 2014.

7.     RISK FACTORS

        Our future operating results and financial condition may be affected by various factors, including those set forth below.

Risks Relating to Our Industry and General Economic Conditions

If current economic conditions deteriorate, demand for our products will be adversely impacted, access to credit will be reduced and our customers and others with which we do business will suffer financial hardship. All these factors could reduce sales and in turn adversely impact our business, results of operations, financial condition and cash flows.

        Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about global economic conditions poses a risk to our business because consumers and businesses may postpone spending in response to tighter credit markets, unemployment, negative financial news and/or declines in income or asset values, which could have a material adverse effect on demand for our products and services. Discretionary spending is affected by many factors, including general business conditions, inflation, interest rates, consumer debt levels, unemployment rates, availability of consumer credit, conditions in the real estate and mortgage markets, currency exchange rates and other matters that influence consumer confidence. Many of these factors are outside our control. Purchases of discretionary items could decline during periods in which disposable income is lower or prices have increased in response to rising costs or in periods of actual or perceived

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unfavorable economic conditions. If this occurs or if unfavorable economic conditions continue to challenge the consumer environment, our business, results of operations, financial condition and cash flows could be materially adversely affected.

        In the event of financial turmoil affecting the banking system and financial markets, additional consolidation of the financial services industry or significant failure of financial services institutions, there could be a tightening of the credit markets, decreased liquidity and extreme volatility in fixed income, credit, currency and equity markets. In addition, the credit crisis could continue to have material adverse effects on our business, including the inability of customers of our wholesale distribution business to obtain credit to finance purchases of our products, restructurings, bankruptcies, liquidations and other unfavorable events for our consumers, customers, vendors, suppliers, logistics providers, other service providers and the financial institutions that are counterparties to our credit facilities and other derivative transactions. The likelihood that such third parties will be unable to overcome such unfavorable financial difficulties may increase. If the third parties on which we rely for goods and services or our wholesale customers are unable to overcome financial difficulties resulting from the deterioration of worldwide economic conditions or if the counterparties to our credit facilities or our derivative transactions do not perform their obligations as intended, our business, results of operations, financial condition and cash flows could be materially adversely affected.

If our business suffers due to changing local conditions, our profitability and future growth may be affected.

        We currently operate worldwide and have begun to expand our operations in many countries, including certain developing countries in Asia, South America and Africa. Therefore, we are subject to various risks inherent in conducting business internationally, including the following:

•

exposure to local economic and political conditions;



•

export and import restrictions;



•

currency exchange rate fluctuations and currency controls;



•

cash repatriation restrictions;



•

application of the Foreign Corrupt Practices Act and similar laws;



•

difficulty in enforcing intellectual property and contract rights;



•

disruptions of capital and trading markets;



•

accounts receivable collection and longer payment cycles;



•

potential hostilities and changes in diplomatic and trade relationships;



•

legal or regulatory requirements;



•

withholding and other taxes on remittances and other payments by subsidiaries;



•

local antitrust and other market abuse provisions;



•

investment restrictions or requirements; and



•

local content laws requiring that certain products contain a specified minimum percentage of domestically produced components.

        The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable, but any such occurrence may result in the loss of sales or increased costs of doing business and may have a material adverse effect on our business, results of operations, financial condition and prospects.

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If vision correction alternatives to prescription eyeglasses become more widely available, or consumer preferences for such alternatives increase, our profitability could suffer through a reduction of sales of our prescription eyewear products, including lenses and accessories.

        Our business could be negatively impacted by the availability and acceptance of vision correction alternatives to prescription eyeglasses, such as contact lenses and refractive optical surgery. Increased use of vision correction alternatives could result in decreased use of our prescription eyewear products, including a reduction of sales of lenses and accessories sold in our retail outlets, which could have a material adverse impact on our business, results of operations, financial condition and prospects.

Unforeseen or catastrophic losses not covered by insurance could materially adversely affect our results of operations and financial condition.

        For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain some portion of our insurable risks, and in some cases self-insure completely, unforeseen or catastrophic losses in excess of insured limits could materially adversely affect our results of operations and financial condition.

Risks Relating to Our Business and Operations

If we are unable to successfully introduce new products and develop and defend our brands, our future sales and operating performance may suffer.

        The mid- and premium-price categories of the prescription frame and sunglasses markets in which we compete are particularly vulnerable to changes in fashion trends and consumer preferences. Our historical success is attributable, in part, to our introduction of innovative products which are perceived to represent an improvement over products otherwise available in the market and our ability to develop and defend our brands, especially our Ray-Ban and Oakley proprietary brands. Our future success will depend on our continued ability to develop and introduce such innovative products and continued success in building our brands. If we are unable to continue to do so, our future sales could decline, inventory levels could rise, leading to additional costs for storage and potential write-downs relating to the value of excess inventory, and there could be a negative impact on production costs since fixed costs would represent a larger portion of total production costs due to the decline in quantities produced, which could materially adversely affect our results of operations.

If we are not successful in completing and integrating strategic acquisitions to expand or complement our business, our future profitability and growth could be at risk.

        As part of our growth strategy, we have made, and may continue to make, strategic business acquisitions to expand or complement our business. Our acquisition activities, however, can be disrupted by overtures from competitors for the targeted candidates, governmental regulation and rapid developments in our industry. We may face additional risks and uncertainties following an acquisition, including (i) difficulty in integrating the newly acquired business and operations in an efficient and effective manner, (ii) inability to achieve strategic objectives, cost savings and other benefits from the acquisition, (iii) the lack of success by the acquired business in its markets, (iv) the loss of key employees of the acquired business, (v) a decrease in the focus of senior management on our operations, (vi) difficulty integrating human resources systems, operating systems, inventory management systems and assortment planning systems of the acquired business with our systems, (vii) the cultural differences between our organization and that of the acquired business and (viii) liabilities that were not known at the time of acquisition or the need to address tax or accounting issues.

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        If we fail to timely recognize or address these matters or to devote adequate resources to them, we may fail to achieve our growth strategy or otherwise realize the intended benefits of any acquisition. Even if we are able to integrate our business operations successfully, the integration may not result in the realization of the full benefits of synergies, cost savings, innovation and operational efficiencies that may be possible from the integration or in the achievement of such benefits within the forecasted period of time.

If we are unable to achieve and manage growth, operating margins may be reduced as a result of decreased efficiency of distribution.

        In order to achieve and manage our growth effectively, we are required to increase and streamline production and implement manufacturing efficiencies where possible, while maintaining strict quality control and the ability to deliver products to our customers in a timely and efficient manner. We must also continuously develop new product designs and features, expand our information systems and operations, and train and manage an increasing number of management level and other employees. If we are unable to manage these matters effectively, our distribution process could be adversely affected and we could lose market share in affected regions, which could materially adversely affect our business prospects.

If we do not correctly predict future economic conditions and changes in consumer preferences, our sales of premium products and profitability could suffer.

        The fashion and consumer products industries in which we operate are cyclical. Downturns in general economic conditions or uncertainties regarding future economic prospects, which affect consumer disposable income, have historically adversely affected consumer spending habits in our principal markets and thus made the growth in sales and profitability of premium-priced product categories difficult during such downturns. Therefore, future economic downturns or uncertainties could have a material adverse effect on our business, results of operations and financial condition, including sales of our designer and other premium brands.

        The industry is also subject to rapidly changing consumer preferences and future sales may suffer if the fashion and consumer products industries do not continue to grow or if consumer preferences shift away from our products. Changes in fashion could also affect the popularity and, therefore, the value of the fashion licenses granted to us by designers. Any event or circumstance resulting in reduced market acceptance of one or more of these designers could reduce our sales and the value of our models from that designer. Unanticipated shifts in consumer preferences may also result in excess inventory and underutilized manufacturing capacity. In addition, our success depends, in large part, on our ability to anticipate and react to changing fashion trends in a timely manner. Any sustained failure to identify and respond to such trends could materially adversely affect our business, results of operations and financial condition and may result in the write-down of excess inventory and idle manufacturing facilities.

If we do not continue to negotiate and maintain favorable license arrangements, our sales or cost of sales could suffer.

        We have entered into license agreements that enable us to manufacture and distribute prescription frames and sunglasses under certain designer names, including Chanel, Prada, Miu Miu, Dolce & Gabbana, Bulgari, Tiffany & Co., Versace, Burberry, Polo Ralph Lauren, Donna Karan, DKNY, Paul Smith, Brooks Brothers, Tory Burch, Coach, Armani, Michael Kors and Starck Eyes. These license agreements typically have terms of between three and ten years and may contain options for renewal for additional periods and require us to make guaranteed and contingent royalty payments to the licensor. We believe that our ability to maintain and negotiate favorable license agreements with leading designers in the fashion and luxury goods industries is essential to the branding of our products and, therefore, material to the success of our business. Accordingly, if we are unable to negotiate and maintain satisfactory

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license arrangements with leading designers, our growth prospects and financial results could materially suffer from a reduction in sales or an increase in advertising costs and royalty payments to designers. For the years ended December 31, 2014 and 2013, no single license agreement represented greater than 5.0% of total sales.

As we operate in a complex international environment, if new laws, regulations or policies of governmental organizations, or changes to existing ones, occur and cannot be managed efficiently, the results could have a negative impact on our operations, our ability to compete or our future financial results.

        Compliance with European, U.S. and other laws and regulations that apply to our international operations increases our costs of doing business, including cost of compliance, in certain jurisdictions, and such costs may rise in the future as a result of changes in these laws and regulations or in their interpretation or enforcement. This includes in particular, our manufacturing activities and services provided by third parties within our supply chain that are subject to numerous workplace health and safety, environmental laws, labor laws and other similar regulations and restrictions to source materials (including from "conflict mineral" zones) that may vary from country to country and are continuously evolving. In certain countries, failure to comply with applicable laws and regulations relating to workplace health and safety protection and environmental matters could result in criminal and/or civil penalties being imposed on responsible individuals and, in certain cases, the Company. In certain circumstances, even if no fine or penalty is imposed, we may suffer reputational harm if we fail to comply with these applicable laws and regulations. We have implemented policies and procedures designed to facilitate our compliance with these laws and regulations, but there can be no assurance that our employees, contractors or agents will not violate such laws and regulations or our policies. Any such violations could individually, or in the aggregate, materially adversely affect our financial condition or operating results.

        Additionally, our Oakley, Eye Safety Systems and EyeMed subsidiaries are U.S. government contractors, or subcontractors, and, as a result, we must comply with, and are affected by, U.S. laws and regulations related to conducting business with the U.S. government. These laws and regulations may impose various additional costs and risks on our business. For example, Oakley and Eye Safety Systems, in particular, are subject to requirements to obtain applicable governmental approvals, clearances and certain export licenses. We also may become subject to audits, reviews and investigations of our compliance with these laws and regulations. See Item 4—"Information on the Company—Regulatory Matters" and Item 8—"Financial Information—Legal Proceedings."

If we are unable to protect our proprietary rights, our sales might suffer, and we may incur significant additional costs to defend such rights.

        We rely on trade secret, unfair competition, trade dress, trademark, patent and copyright laws to protect our rights to certain aspects of our products and services, including product designs, brand names, proprietary manufacturing processes and technologies, product research and concepts and goodwill, all of which we believe are important to the success of our products and services and our competitive position. However, pending trademark or patent applications may not in all instances result in the issuance of a registered trademark or patent, and trademarks or patents granted may not be effective in thwarting competition or be held valid if subsequently challenged. In addition, the actions we take to protect our proprietary rights may be inadequate to prevent imitation of our products and services. Our proprietary information could become known to competitors, and we may not be able to meaningfully protect our rights to proprietary information. Furthermore, other companies may independently develop substantially equivalent or better products or services that do not infringe on our intellectual property rights or could assert rights in, and ownership of, our proprietary rights. Moreover,

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the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States or of the member states of the European Union.

        Consistent with our strategy of vigorously defending our intellectual property rights, we devote substantial resources to the enforcement of patents issued and trademarks granted to us, to the protection of our trade secrets or other intellectual property rights and to the determination of the scope or validity of the proprietary rights of others that might be asserted against us. However, if the level of potentially infringing activities by others were to increase substantially, we might have to significantly increase the resources we devote to protecting our rights. From time to time, third parties may assert patent, copyright, trademark or similar rights against intellectual property that is important to our business. The resolution or compromise of any litigation or other legal process to enforce such alleged third party rights, regardless of its merit or resolution, could be costly and divert the efforts and attention of our management. We may not prevail in any such litigation or other legal process or we may compromise or settle such claims because of the complex technical issues and inherent uncertainties in intellectual property disputes and the significant expense in defending such claims. An adverse determination in any dispute involving our proprietary rights could, among other things, (i) require us to coexist in the market with competitors utilizing the same or similar intellectual property, (ii) require us to grant licenses to, or obtain licenses from, third parties, (iii) prevent us from manufacturing or selling our products, (iv) require us to discontinue the use of a particular patent, trademark, copyright or trade secret or (v) subject us to substantial liability. Any of these possibilities could have a material adverse effect on our business by reducing our future sales or causing us to incur significant costs to defend our rights.

If we are unable to maintain our current operating relationship with host stores of our retail Licensed Brands division, we could suffer a loss in sales and possible impairment of certain intangible assets.

        Our sales depend in part on our relationships with the host stores that allow us to operate our retail Licensed Brands division, including Sears Optical and Target Optical. Our leases and licenses with Sears Optical are terminable upon short notice. If our relationship with Sears Optical or Target Optical were to end, we would suffer a loss of sales and the possible impairment of certain intangible assets. This could have a material adverse effect on our business, results of operations, financial condition and prospects.

If we fail to maintain an efficient distribution and production network or if there is a disruption to our critical manufacturing plants or distribution network in highly competitive markets, our business, results of operations and financial condition could suffer.

        The mid- and premium-price categories of the prescription frame and sunglasses markets in which we operate are highly competitive. We believe that, in addition to successfully introducing new products, responding to changes in the market environment and maintaining superior production capabilities, our ability to remain competitive is highly dependent on our success in maintaining an efficient distribution network. If we are unable to maintain an efficient and resilient distribution and production network or a significant disruption thereto should occur, our sales may decline due to the inability to timely deliver products to customers and our profitability may decline due to an increase in our per unit distribution costs in the affected regions, which may have a material adverse impact on our business, results of operations and financial condition.

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If we were to become subject to adverse judgments or determinations in legal proceedings to which we are, or may become, a party, our future profitability could suffer through a reduction of sales, increased costs or damage to our reputation due to our failure to adequately communicate the impact of any such proceeding or its outcome to the investor and business communities.

        We are currently a party to certain legal proceedings as described in Item 8—"Financial Information—Legal Proceedings." In addition, in the ordinary course of our business, we become involved in various other claims, lawsuits, investigations and governmental and administrative proceedings, some of which are or may be significant. Adverse judgments or determinations in one or more of these proceedings could require us to change the way we do business or use substantial resources in adhering to the settlements and could have a material adverse effect on our business, including, among other consequences, by significantly increasing the costs required to operate our business.

        Ineffective communications, during or after these proceedings, could amplify the negative effects, if any, of these proceedings on our reputation and may result in a negative market impact on the price of our securities.

Changes in our tax rates or exposure to additional tax liabilities could affect our future results.

        We are subject to taxes in Italy, the United States and numerous other jurisdictions. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. Any of these changes could have a material adverse effect on our profitability. We also are regularly subject to the examination of our income tax returns by the Italian tax authority, the U.S. Internal Revenue Service, as well as the governing tax authorities in other countries where we operate. We routinely assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for tax risks. Currently, some of our companies are under examination by various tax authorities. There can be no assurance that the outcomes of the current ongoing examinations and possible future examinations will not materially adversely affect our business, results of operations, financial condition and prospects.

If there is any material failure, inadequacy, interruption or security failure of our information technology systems, whether owned by us or outsourced or managed by third parties, this may result in remediation costs, reduced sales due to an inability to properly process information and increased costs of operating our business.

        We rely on information technology systems both managed internally and outsourced to third parties across our operations, including for management of our supply chain, point-of-sale processing in our stores and various other processes and transactions. Our ability to effectively manage our business and coordinate the production, distribution and sale of our products depends on, among other things, the reliability and capacity of these systems. The failure of these systems to operate effectively, network disruptions, problems with transitioning to upgraded or replacement systems, or a breach in data security of these systems could cause delays in product supply and sales, reduced efficiency of our operations, unintentional disclosure of customer or other confidential information of the Company leading to additional costs and possible fines or penalties, or damage to our reputation, and potentially significant capital investments and other costs could be required to remediate the problem, which could have a material adverse effect on our results of operations.

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If we record a write-down for inventories that are obsolete or exceed anticipated demand and other assets whose net realizable value is below their carrying amount, such charges could have a material adverse effect on our results of operations.

        We record a write-down for product and component inventories that have become obsolete or exceed anticipated demand or net realizable value. We review our long-lived assets for impairment whenever events or changed circumstances indicate that the carrying amount of an asset may not be recoverable, and we determine whether valuation allowances are needed against other assets, including, but not limited to, accounts receivable. If we determine that impairments or other events have occurred that lead us to believe we will not fully realize these assets, we record a write-down or a valuation allowance equal to the amount by which the carrying value of the assets exceeds their fair market value. Although we believe our inventory and other asset-related provisions are currently adequate, no assurance can be made that, given the rapid and unpredictable pace of product obsolescence, we will not incur additional inventory or asset-related charges, which charges could have a material adverse effect on our results of operations.

Leonardo Del Vecchio, our chairman and principal stockholder, controls 61.42% of our voting power and is in a position to affect our ongoing operations, corporate transactions and any matters submitted to a vote of our stockholders, including the election of directors and a change in corporate control.

        As of December 31, 2014, Mr. Leonardo Del Vecchio, the Chairman of our Board of Directors, through the company Delfin S.à r.l., has voting rights over 295,904,025 Ordinary Shares, or 61.42% of the issued share capital. See Item 7—"Major Shareholders and Related Party Transactions." As a result, Mr. Del Vecchio has the ability to exert significant influence over our corporate affairs and to control the outcome of virtually all matters submitted to a vote of our stockholders, including the election of our directors, the amendment of our Articles of Association or By-laws, and the approval of mergers, consolidations and other significant corporate transactions.

        Mr. Del Vecchio's interests may conflict with or differ from the interests of our other stockholders. In situations involving a conflict of interest between Mr. Del Vecchio and our other stockholders, Mr. Del Vecchio may exercise his control in a manner that would benefit himself to the potential detriment of other stockholders. Mr. Del Vecchio's significant ownership interest could delay, prevent or cause a change in control of our company, any of which may be adverse to the interests of our other stockholders.

If we are not successful in transitioning our leadership structure as currently intended, our future growth and profitability may suffer.

        In October 2014, we announced the introduction of a new management structure based on a co-CEO model pursuant to which two co-chief executive officers are appointed to manage the principal executive officer responsibilities of the Group, with one chief executive officer focused on Markets and the other focused on Product and Operations. The co-CEO leadership structure allocates distinct yet complementary responsibilities between the two co-chief executive officers and is designed to promote stronger management of the Group, which has rapidly increased in size, complexity and global presence in recent years. If the new model proves ineffective, there might be deleys in the implementation of the strategic plans of the Group and a potential reduction or slowdown of our future growth and profitability.

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If our procedures designed to comply with Section 404 of the Sarbanes-Oxley Act of 2002 cause us to identify material weaknesses in our internal control over financial reporting, the trading price of our securities may be adversely impacted.

        Our annual report on Form 20-F includes a report from our management relating to its evaluation of our internal control over financial reporting, as required under Section 404 of the U.S. Sarbanes-Oxley Act of 2002, as amended. There are inherent limitations on the effectiveness of internal controls, including collusion, management override and failure of human judgment. In addition, control procedures are designed to reduce, rather than eliminate, business risks. Notwithstanding the systems and procedures we have implemented to comply with these requirements, we may uncover circumstances that we determine to be material weaknesses, or that otherwise result in disclosable conditions. Any identified material weaknesses in our internal control structure may involve significant effort and expense to remediate, and any disclosure of such material weaknesses or other conditions requiring disclosure may result in a negative market reaction to our securities.

Financial Risks

If the U.S. dollar and Australian dollar weaken relative to the Euro and the Chinese Yuan strengthens relative to the Euro, our profitability as a consolidated group could suffer.

        Our principal manufacturing facilities are located in Italy. We also maintain manufacturing facilities in China, Brazil, India and the United States as well as sales and distribution facilities throughout the world. As a result, our results of operations could be materially adversely affected by foreign exchange rate fluctuations in two principal areas:

•

we incur most of our manufacturing costs in Euro and in Chinese Yuan, and receive a significant part of our revenues in other currencies such as the U.S. dollar and Australian dollar. Therefore, a strengthening of the Chinese Yuan could negatively impact our consolidated results of operations; and



•

a substantial portion of our assets, liabilities, revenues and costs are denominated in various currencies other than Euro, with a substantial portion of our revenues and operating expenses being denominated in U.S. dollars. As a result, our operating results, which are reported in Euro, are affected by currency exchange rate fluctuations, particularly between the U.S. dollar and the Euro.

        As our international operations grow, future changes in the exchange rate of the Euro against the U.S. dollar and other currencies may negatively impact our reported results, although we have in place policies designed to manage such risk.

If economic conditions around the world worsen, we may experience an increase in our exposure to credit risk on our accounts receivable which may result in higher risks that we are unable to collect payments from our customers and, potentially,increased costs due to reserves for doubtful accounts and a reduction in sales to customers experiencing credit-related issues.

        A substantial majority of our outstanding trade receivables are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our trade and non-trade receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses, which could have a material adverse effect on our results of operations.

8.     2014 OUTLOOK

        We operate in an industry with significant opportunities for growth. Over the past few years, by capitalizing on available opportunities and maintaining our strong competitive position, we have laid the foundation for long-term sustainable growth. In 2015, we expect solid revenue growth at constant

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exchange rates and our profitability to grow twice as much as sales, which is consistent with results achieved over the past five years. The Group expects to benefit from continued development across its various businesses in new and established markets, with notable contributions from Ray-Ban, Oakley and Sunglass Hut.

        Looking forward, we will continue to drive innovation and develop new competencies. Long-term drivers include Luxottica's strong brand portfolio and service levels, global expansion of new sales channels and the Group's presence in emerging markets.

9.     SUBSEQUENT EVENTS

        For a description of significant events after December 31, 2014 please refer to Note 37 of the footnotes of the consolidated financial statements as of December 31, 2014.

10.  ADAPTATION TO THE ARTICLES 36-39 OF THE REGULATED MARKET

        Articles 36-39 of the regulated markets applies to 45 entities based on the financial statements as of December 31, 2014:

        In Particular the Group:

•

applies to all the Extra European Union subsidiaries, internal procedures under which it is requested that all Group companies release a quarterly representation letter that contains a self-certification of the completeness of the accounting information and controls in place, necessary for the preparation of the consolidated financial statements of the parent;



•

ensures that subsidiaries outside of Europe also declare in these representation letters their commitment to provide auditors of the Company with the information necessary to conduct their monitoring of the parent's annual and interim period financial statements;



•

as set out in Part III, Title II, Chapter II, Section V of Regulation No. 11971/1999 and subsequent amendments, makes available the balance sheet and income statement of the aforementioned subsidiaries established in states outside the European Union, used to prepare the consolidated financial statements.

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11.  OTHER INFORMATION

        As required by Section 2428 of the Italian Civil Code, it is reported that:

•

The Group carries out research and development activities in relation to production processes in order to improve their quality and increase their efficiency. The costs incurred for research and development are immaterial.



•

No atypical and/or unusual transactions, as defined by Consob Communication 6064293 dated July 28, 2006, were undertaken during 2014.



•

The information required by Section 123-bis par.1 of Italian Legislative Decree 58 dated February 29, 1998, is disclosed in the corporate governance report forming an integral part of the annual financial report.



•

The Company is not subject to direction and coordination by others, as discussed in more detail in the corporate governance report.



•

The Company has made a national group tax election (sections 117-129 of the Italian Tax Code). Under this election, Luxottica Group S.p.A., as the head of the tax group for the Group's principal Italian companies, calculates a single taxable base by offsetting taxable income against tax losses reported by participating companies in the same year.



•

On January 29, 2013 the Company elected to avail itself of the options provided by Article 70, Section 8, and Article 71, Section 1-bis, of CONSOB Issuers' Regulations and, consequently, will no longer comply with the obligation to make available to the public an information memorandum in connection with transactions involving significant mergers, spin-offs, increases in capital through contributions in kind, acquisitions and disposals.

RECONCILIATION BETWEEN PARENT COMPANY NET INCOME AND STOCKHOLDERS' EQUITY AND CONSOLIDATED NET INCOME AND STOCKHOLDERS' EQUITY

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NON-IFRS MEASURES

Adjusted measures

        In this Management Report we discuss certain performance measures that are not in accordance with IFRS. Such non-IFRS measures are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding our operational performance.

        Such measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors. Such non-IFRS measures are explained in detail and reconciled to their most comparable IFRS measures below.

        In order to provide a supplemental comparison of current period results of operations to prior periods, we have adjusted for certain non-recurring transactions or events.

        In 2014, we made adjustments to the following measures: net sales, cost of sales, operating income and operating margin, EBITDA, EBITDA margin. We have also made adjustments to net income, earnings per share, operating expenses, selling expenses and general, administrative expenses and income taxes. We adjusted the above items by (i) excluding non-recurring costs related to the termination of employment of Andrea Guerra and Enrico Cavatorta as Group's CEOs for Euro 20 million, Euro 14.5 million net of tax effect, (ii) excluding non-recurring costs related to the tax audit of Luxottica S.r.l. (fiscal years from 2008 to 2011), amounting to Euro 30.3 million and (iii) starting from July 1, 2014 following the modification of an EyeMed reinsurance agreement with an existing underwriter, the Group assumes less reinsurance revenues and less claims expense with an impact from the new contract for the twelve month period ended December 31, 2014 equal to Euro 46.6 million (the "EyeMed Adjustment").

        In 2013, we made adjustments to the following measures: operating income and operating margin, EBITDA, EBITDA margin. We have also adjusted net income, earnings per share, operating expenses, selling expenses and general and administrative expenses. We adjusted the above items by excluding non-recurring costs related to (i) the reorganization of the acquired Alain Mikli business for Euro 9.0 million (Euro 5.9 million net of the tax effect), (ii) the tax audit of Luxottica S.r.l. (fiscal year 2007) for Euro 26.7 million, and (iii) the tax audit of Luxottica S.r.l. (fiscal years from 2008 to 2011) for Euro 40.0 million.

        The adjusted measures referenced above are not measures of performance in accordance with International Financial Reporting Standards(IFRS), as issued by the International Accounting Standards Board and endorsed by the European Union. The Group believes that these adjusted measures are useful to both management and investors in evaluating the Group's operating performance compared with that of other companies in its industry in order to provide a supplemental view of operations that exclude items that are unusual, infrequent or unrelated to our ongoing operations.

        Non—IFRS measures such as EBITDA, EBITDA margin, free cash flows and the ratio of net debt to EBITDA are included in this Management Report in order to:

•

improve transparency for investors;



•

assist investors in their assessment of the Group's operating performance and its ability to refinance its debt as it matures and incur additional indebtedness to invest in new business opportunities;



•

assist investors in their assessment of the Group's cost of debt;



•

ensure that these measures are fully understood in light of how the Group evaluates its operating results and leverage;

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•

properly define the metrics used and confirm their calculation; and



•

share these measures with all investors at the same time.

        See the tables below for a reconciliation of the adjusted measures discussed above to their most directly comparable IFRS financial measures or, in the case of adjusted EBITDA, to EBITDA, which is also a non-IFRS measure. For a reconciliation of EBITDA to its most directly comparable IFRS measure, see the pages following the tables below:

Non-IAS/IFRS Measure: Reconciliation between reported and adjusted P&L items

Luxottica Group

Luxottica Group

Luxottica Group

EBITDA and EBITDA margin

        EBITDA represents net income attributable to Luxottica Group stockholders, before non-controlling interest, provision for income taxes, other income/expense, depreciation and amortization. EBITDA margin means EBITDA divided by net sales. We believe that EBITDA is useful to both management and investors in evaluating our operating performance compared to that of other companies in our industry. Our calculation of EBITDA allows us to compare our operating results with those of other companies without giving effect to financing, income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to the overall operating performance of a company's business. For additional information on Group's non-IFRS measures used in this report, see "NON-IFRS MEASURES—Adjusted Measures" set forth above.

        EBITDA and EBITDA margin are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group.

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        The Group cautions that these measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors.

        Investors should be aware that our method of calculating EBITDA may differ from methods used by other companies. We recognize that the usefulness of EBITDA has certain limitations, including:

•

EBITDA does not include interest expense. Because we have borrowed money in order to finance our operations, interest expense is a necessary element of our costs and ability to generate profits and cash flows. Therefore, any measure that excludes interest expense may have material limitations;



•

EBITDA does not include depreciation and amortization expense. Because we use capital assets, depreciation and amortization expense is a necessary element of our costs and ability to generate profits. Therefore, any measure that excludes depreciation and amortization expense may have material limitations;



•

EBITDA does not include provision for income taxes. Because the payment of income taxes is a necessary element of our costs, any measure that excludes tax expense may have material limitations;



•

EBITDA does not reflect cash expenditures or future requirements for capital expenditures or contractual commitments;



•

EBITDA does not reflect changes in, or cash requirements for, working capital needs;



•

EBITDA does not allow us to analyze the effect of certain recurring and non-recurring items that materially affect our net income or loss.

        We compensate for the foregoing limitations by using EBITDA as a comparative tool, together with IFRS measurements, to assist in the evaluation of our operating performance and leverage. The following table provides a reconciliation of EBITDA to net income, which is the most directly comparable IFRS financial measure, as well as the calculation of EBITDA margin on net sales:

Non-IAS/IFRS Measure: EBITDA and EBITDA margin

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Non-IAS/IFRS Measure: Adjusted EBITDA and Adjusted EBITDA margin

Free Cash Flow

        Free cash flow represents EBITDA, as defined above, plus or minus the decrease/(increase) in working capital over the period, less capital expenditures, plus or minus interest income/(expense) and extraordinary items, minus taxes paid. Our calculation of free cash flow provides a clearer picture of our ability to generate net cash from operations, which is used for mandatory debt service requirements, to fund discretionary investments, pay dividends or pursue other strategic opportunities. For additional information on Group's non-IFRS measures used in this report, see "NON-IFRS MEASURES—Adjusted Measures" set forth above.

        Free cash flow is not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, this non-IFRS measure should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group.

        The Group cautions that this measure is not a defined term under IFRS and its definition should be carefully reviewed and understood by investors.

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        Investors should be aware that our method of calculation of free cash flow may differ from methods used by other companies. We recognize that the usefulness of free cash flow as an evaluative tool may have certain limitations, including:

•

The manner in which we calculate free cash flow may differ from that of other companies, which limits its usefulness as a comparative measure;



•

Free cash flow does not represent the total increase or decrease in the net debt balance for the period since it excludes, among other things, cash used for funding discretionary investments and to pursue strategic opportunities during the period and any impact of the exchange rate changes; and



•

Free cash flow can be subject to adjustment at our discretion if we take steps or adopt policies that increase or diminish our current liabilities and/or changes to working capital.

        We compensate for the foregoing limitations by using free cash flow as one of several comparative tools, together with IFRS measurements, to assist in the evaluation of our operating performance.

        The following table provides a reconciliation of free cash flow to EBITDA and the table above provides a reconciliation of EBITDA to net income, which is the most directly comparable IFRS financial measure:

Non-IFRS Measure: Free cash flow

Net debt to EBITDA ratio

        Net debt represents the sum of bank overdrafts, the current portion of long-term debt and long-term debt, less cash. The ratio of net debt to EBITDA is a measure used by management to assess the Group's level of leverage, which affects our ability to refinance our debt as it matures and incur additional indebtedness to invest in new business opportunities. The ratio also allows management to assess the cost of existing debt since it affects the interest rates charged by the Company's lenders.

        EBITDA and the ratio of net debt to EBITDA are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group. For additional information on Group's non-IFRS measures used in this report, see "NON-IFRS MEASURES—Adjusted Measures" set forth above.

        The Group cautions that these measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors.

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        Investors should be aware that Luxottica Group's method of calculating EBITDA and the ratio of net debt to EBITDA may differ from methods used by other companies.

        The Group recognizes that the usefulness of EBITDA and the ratio of net debt to EBITDA as evaluative tools may have certain limitations. Apart from the limitations stated above on EBITDA, the ratio of net debt to EBITDA is net of cash and cash equivalents, restricted cash and short-term investments, thereby reducing our debt position.

        Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations. We compensate for the foregoing limitations by using EBITDA and the ratio of net debt to EBITDA as two of several comparative tools, together with IFRS measurements, to assist in the evaluation of our operating performance and leverage.

        See the table below for a reconciliation of net debt to long-term debt, which is the most directly comparable IFRS financial measure, as well as the calculation of the ratio of net debt to EBITDA. For a reconciliation of EBITDA to its most directly comparable IFRS measure, see the table on the earlier page.

Non-IFRS Measure: Net debt and Net debt/EBITDA

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Non-IFRS Measure: Net debt and Net debt/Adjusted EBITDA

FORWARD-LOOKING INFORMATION

        Throughout this report, management has made certain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 which are considered prospective. These statements are made based on management's current expectations and beliefs and are identified by the use of forward-looking words and phrases such as "plans," "estimates," "believes" or "belief," "expects" or other similar words or phrases.

        Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, our ability to manage the effect of the uncertain current global economic conditions on our business, our ability to successfully acquire new businesses and integrate their operations, our ability to predict future economic conditions and changes in consumer preferences, our ability to successfully introduce and market new products, our ability to maintain an efficient distribution network, our ability to achieve and manage growth, our ability to negotiate and maintain favorable license arrangements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, changes in local conditions, our ability to protect our proprietary rights, our ability to maintain our relationships with host stores, any failure of our information technology, inventory and other asset risk, credit risk on our accounts, insurance risks, changes in tax laws, as well as other political, economic, legal and technological factors and other risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and we do not assume any obligation to update them.

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Exhibit 99.3

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Exhibit 99.4

REPORT ON CORPORATE GOVERNANCE AND

OWNERSHIP STRUCTURE

PURSUANT TO ART.123-BIS OF THE ITALIAN CONSOLIDATED FINANCIAL LAW

YEAR 2014

APPROVED BY THE BOARD OF DIRECTORS ON MARCH 2, 2015

TRADITIONAL ADMINISTRATION AND CONTROL SYSTEM

LUXOTTICA GROUP S.P.A.

REGISTERED OFFICE: MILAN, PIAZZALE CADORNA, 3

WEBSITE: www.luxottica.com

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        Set out below are the corporate governance rules and procedures of the management and control system of the group of companies controlled by Luxottica Group S.p.A. (hereinafter, "Luxottica" or the "Company").

        Luxottica complies, as illustrated below, with the Code of Conduct prepared by the Committee for Corporate Governance of listed companies promoted by Borsa Italiana S.p.A. (hereinafter the "Code of Conduct", the text of which was updated in July 2014 and is available on the website of the Committee for Corporate Governance at http://www.borsaitaliana.it/comitato-corporate-governance/codice/2014cleaneng.en.pdf). The Report refers to the fiscal year which ended on December 31, 2014 and includes the most relevant subsequent events up to the date of its approval.

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SECTION I—GENERAL INFORMATION AND OWNERSHIP STRUCTURE

I. INTRODUCTION

        The group of companies controlled by Luxottica Group S.p.A. (hereinafter "Luxottica Group" or the "Group"), one of the major global players in the eyewear sector, implements its business strategies through the presence of subsidiary companies in the various countries in which it operates. The Group is a leader in the design, manufacture and distribution of fashion, luxury, sports and performance eyewear. Its global wholesale organization covers more than 130 countries and is complemented by an extensive retail network of over 7,000 stores mostly located in North America, Latin America and Asia-Pacific. Product design, development and manufacturing take place in six production facilities in Italy, three in the People's Republic of China, one in India, one in Brazil and one in the United States devoted to sports and performance eyewear.

        Luxottica is listed on the New York Stock Exchange ("NYSE") and on the Telematic Stock Exchange organized and managed by Borsa Italiana ("MTA") and complies with the provisions of U.S. and Italian law for listed companies, as well as with the provisions issued both by the U.S. Securities and Exchange Committee ("SEC") and the Italian Commissione Nazionale per le Società e la Borsa ("CONSOB"). As a result of its being listed in the United States, the Company is subject to the provisions of the Sarbanes-Oxley Act ("SOX"), which influence its governance structure with regard to internal controls. Luxottica, the parent company of the Group, manages and coordinates its subsidiary companies, acting in the interest of the Luxottica Group as a whole.

        The main instruments for implementing unified management of the subsidiary companies are represented by:

•

preparation of Group industrial and commercial plans;



•

preparation of budgets and the assignment of objectives and projects;



•

forecasting of adequate information flows for management and control;



•

review and approval of extraordinary or particularly significant operations;



•

preparation of certain financial policies (for example, the definition of indebtedness and cash investment or cash equivalent investment criteria);



•

establishment of central structures to provide professional services and support to all the companies belonging to the Group;



•

adoption of codes of conduct and procedures binding for the entire Group;



•

adoption of common organization models; and



•

formulation of guidelines on the composition, operation and role of the board of directors of the subsidiary companies as well as on the assignment of management responsibilities in the subsidiary companies, consistent with those adopted by the parent company.

        The Italian subsidiary companies have acknowledged Luxottica as the company that exercises the activities of management and coordination pursuant to art. 2497 et seq. of the Italian Civil Code.

        The principles on which the corporate governance system of the parent company is founded are also applicable to all the companies belonging to the entire Luxottica Group, namely:

1)

defined, acknowledged and shared values, which are set out in the Code of Ethics;



2)

the central role of the Board of Directors;



3)

the effectiveness and transparency of management decisions;

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4)

the adoption of an adequate internal control system;



5)

the adoption of proper and transparent rules regarding transactions carried out by related parties and the processing of confidential information;



6)

a proactive risk management system; and



7)

a remuneration and general incentive system for managers linked to the creation of sustainable value over time.

        The corporate governance system is established in compliance with the regulations of Borsa Italiana, CONSOB, SEC and NYSE, according to the highest standards of corporate governance.

        The values established in the Code of Ethics of Luxottica Group bind all employees to ensure that the activities of the Group are performed in compliance with applicable law, in the context of fair competition, with honesty, integrity and fairness, respecting the legitimate interests of stockholders, employees, clients, suppliers, business and financial partners, as well as of the societies of the countries in which the Luxottica Group operates.

II. STRUCTURE OF LUXOTTICA AND INFORMATION ON THE OWNERSHIP STRUCTURE PURSUANT TO ART. 123-BIS of Italian Consolidated Financial Law

        The Luxottica governance system—based on a traditional management and control system—is characterized by the presence of:

•

a Board of Directors, responsible for the management of the Company;



•

a Board of Statutory Auditors, responsible for supervising: (i) compliance with applicable law and with the Company's by-laws; (ii) compliance with the principles of correct administration; (iii) the adequacy of the organizational structure, the internal control system and the accounting management system, as well as its reliability to correctly report the affairs of the Company; (iv) the procedures to implement the corporate governance rules provided for by the codes of conduct compiled by organizations managing regulated markets or by trade associations, with which the Company declares to comply by making a public announcement; (v) the adequacy of the regulations given by the Company to the subsidiary companies pursuant to art. 114, paragraph 2 of the Italian Legislative Decree no. 58/1998 (hereinafter also the "Italian Consolidated Financial Law"); and (vi) according to the provisions of Italian Legislative Decree no. 39/2010 on statutory audits, the process of collecting financial information, the effectiveness of the internal auditing and management risk system, the auditing of accounts and the independence of the statutory auditor. The Luxottica Group Board of Statutory Auditors also acts as the Audit Committee pursuant to SOX;



•

the Stockholders' Meeting, which has the power to vote—both in ordinary and extraordinary meetings—among other things, upon (i) the appointment and removal of the members of the Board of Directors and of the Board of Statutory Auditors and their remuneration, (ii) the approval of the annual financial statements and the allocation of profits, (iii) amendments to the Company's by-laws; (iv) the appointment of the function responsible for the statutory auditing of accounts, upon the recommendation of the Board of Statutory Auditors; and (v) adoption of incentive plans.

        The task of auditing is assigned to an audit company listed on the special CONSOB register and appointed by the Ordinary Meeting of Stockholders.

        The powers and responsibilities of the Board of Directors, of the Board of Statutory Auditors, of the Ordinary Meeting of Stockholders and of the Audit Committee are illustrated more in detail later in the Report.

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        The Company's share capital is made up exclusively of ordinary, fully paid-up voting shares, entitled to voting rights both at ordinary and extraordinary stockholders' meetings. As at January 31, 2015, the share capital was 28,906,039.98 Euro, made up of 481,767,333 shares each with a nominal value of Euro 0.06.

        There are no restrictions on the transfer of shares. No shares have special controlling rights. There is no employee shareholding scheme.

        The Company's stockholders with an equity holding greater than 2% of Luxottica's share capital are stated below, and it is specified that, in the absence of a more recent direct announcement to the Company, the percentage communicated to CONSOB, pursuant to article 120 of the Italian Consolidated Financial Law, is given:

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Delfin S.à r.l., with 61.42% of the capital as at January 31, 2015;



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Deutsche Bank Trust Company Americas, with 5.73% of the capital as at January 31, 2015; the shares held by Deutsche Bank Trust Company Americas represent ordinary shares that are traded in the U.S. financial market through issuance by the Bank of a corresponding number of American Depositary Shares; these ordinary shares are deposited at Deutsche Bank S.p.A., which in turn issues the certificates entitling the holders to participate and vote in the meetings.



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Giorgio Armani, with 4.955%, of which 2.947% is held in the form of ADRs at Deutsche Bank and therefore included in Deutche Bank's shareholding; it is specified that these percentages correspond to the filing made on March 30, 2006, and are equal to 4.72% and 2.81% respectively of the capital as at January 31, 2015, assuming that the number of shares held is unchanged.

        The Chairman Leonardo Del Vecchio controls Delfin S.à r.l.

        The Company is not subject to management and control as defined in the Italian Civil Code. The Board of Directors made its last assessment in this respect on February 16, 2015, as it deemed that the presumption indicated in article 2497-sexies of the Italian Civil Code was overcome, as Delfin S.à r.l. ("the parent holding company") acts as a holding company and from an operational and business perspective there is no common managing interest with Luxottica nor with the other affiliates of Luxottica. In particular, in the aforesaid Board meeting it was deemed that no management and coordination activities on the part of the parent holding company existed as: (a) the parent holding company does 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, especially in light of the overall delegation of power within the Board of Directors, which includes the Group's two Chief Executive Officers, along with the type of powers that have been delegated to the Chairman (which are stated below in the section on Executive Directors).

        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.

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        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 parties 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 due on July 1, 2013; USD 127 million on July 1, 2015; and USD 128 million 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 November 11, 2009 Luxottica Group S.p.A. entered into a loan agreement, which was amended on November 30, 2010, for the total amount of Euro 300 million paid in advance on August 29, 2014, with Mediobanca, Calyon, Unicredit and Deutsche Bank. The agreement provided for the advance repayment of the loan in the event that a third party not linked to the Del Vecchio family gained control of the Company.

        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, expiring on November 10, 2015. 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. In this regard, it is to be noted that on January 20, 2014 the Standard & Poor's rating agency awarded the Long Term Credit Rating "A-" to the Company.

        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.

        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. As at December 31, 2014, this facility was undrawn. 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

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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. As already stated, 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 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.

        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.

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        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.

        As at January 31, 2015, Luxottica directly holds 3,647,725 treasury shares acquired through two buyback programs which were authorized by the Company's stockholders' meeting in 2008 and 2009. It is to be noted, for the sake of completeness, that the Board of Directors submitted a proposal to authorize the purchase of a maximum of 10 million Luxottica Group shares to the Stockholders Meeting called to approve the financial statements as at December 31, 2014.

        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, which describes the Risk Management and Internal Control System.

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SECTION II—INFORMATION ON THE IMPLEMENTATION OF THE PROVISIONS OF THE CODE OF CONDUCT

I. BOARD OF DIRECTORS

Role and duties

        The Board of Directors (hereinafter also the "Board") plays a central role in Luxottica's corporate governance.

        It is responsible for the management of the Company, with the objective of maximizing value for stockholders in the medium to long-term.

        To this end, the Board passes resolutions on actions necessary to achieve the Company's business purpose, except for those matters which, under applicable law or the Company by-laws, are expressly reserved for the Stockholders' Meeting.

        Pursuant to art. 23, paragraph 5, of the Company by-laws, the Board of Directors is solely responsible for passing resolutions on the following matters:

1)

the definition of general development and investment programs and of the Company and Group objectives;



2)

the preparation of the budget;



3)

the definition of the financial plans and the approval of indebtedness transactions exceeding 18 months' duration; and



4)

the approval of strategic agreements.

        With reference to the last item above, in the meeting held on January 19, 2015, the Board of Directors resolved that in any case the following are to be deemed to be of a strategic nature, also in order to simplify the criteria adopted previously (the details of which, are discussed in previous Corporate Governance Reports):

(i)

the agreements and decisions with a value exceeding 30 million euros, intended as a unit amount (or aggregate amount in the case of transactions of the same nature or with a similar subject), concluded within the same context, also by other companies of the Group and/or with different counterparties, exception made for intra-group transactions, payment of taxes and wedges to employees;



(ii)

the agreements and decisions concerning the acquisition or disposal, temporary or permanent, or the availability of trademark rights, be they owned or licensed, exclusive or non-exclusive, regardless of the value of the transaction (and therefore even if less than the limit referred to in the previous point), with the exception of inter-group transactions, merchandising agreements and agreements for the manufacture of goods and services directly used by the Company and/or its subsidiaries;



(iii)

the agreements and decisions concerning the employment, promotion, transfer or termination of employment or collaboration relationships, of any kind and for any amount, even if with companies of the Group, related to the following managerial positions with strategic roles ("Strategic Managers"): Chief Financial Officer; Group Human Resources Officer; Group Investor Relations and Corporate Communications Officer; Group Manufacturing Officer; Group Design Officer; CIO and Global Business Services Officer; President Wholesale; President Retail Optical; President Retail Luxury and Sun.

        Before these standards were adopted, and therefore until January 19, 2015, the Board of Directors had resolved that the following were to be deemed "agreements of a strategic nature" to be submitted

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for review by the Board itself: i) those agreements that may have a significant impact on the future prospects of the Company and of the Group; ii) those transactions, which, if required by law, should have been disclosed to the market pursuant to art. 114 of Italian Legislative Decree 58/1998 by virtue of their capacity to impact the value of Luxottica Group shares. The Board of Directors in any case reserved the right to review: 1) all agreements having a significant economic value, namely a value equal to or higher than Euro 30 million; 2) without prejudice to the provisions under previous paragraph 1, the agreements which bound the Company and/or its subsidiary companies for a period of time exceeding three years, with the exception where the same were entered into in the ordinary course of business in compliance with specific directives shared with the Board.

        Subject to the concurrent competence of the extraordinary meeting of stockholders, the Board of Directors shall also have authority over resolutions in connection with mergers and demergers in accordance with Articles 2505 and 2505-bis and 2506-ter of the Civil Code, the establishment or termination of branches, the determination of which directors shall be entrusted with the power of representing the Company, the reduction of the outstanding capital stock in the event of withdrawal of a stockholder, the amendment of the by-laws to comply with legal requirements, and the transfer of the principal place of business within Italian territory.

        The Board of Directors approves the strategic plan of the Group annually, regularly monitoring its implementation, as well as the budget.

        The Board of Directors annually assesses the adequacy of the organizational, administrative and accounting structure of Luxottica and of the strategically relevant subsidiary companies through the examination of a report prepared each fiscal year, as well as the adequacy of the internal control and risk management system. The Board of Directors reviews and approves the Company's governance system also in connection with the Group structure.

        The Board, upon the review of the Control and Risk Committee, is responsible for the definition of the guidelines for the internal control and risk management system in order to identify, measure, manage and monitor the main risks concerning the Company and its subsidiaries, defining the risk level that is compatible with the strategic objectives of the Company.

        The Board of Directors grants and revokes managing powers, defining their limits and conditions of exercise. For a more detailed description of the existing managing powers as well as the frequency with which the executive bodies must report to the Board on the activities performed in exercising such powers, please refer to the sub-section entitled Executive Directors of this Section II.

        The Board of Directors evaluates the general performance of the Company, paying particular attention to the information received from the executive bodies and by the Control and Risk Committee, periodically comparing the results achieved with the forecast data within their area of responsibility.

        In particular, the Board carries out its assessments taking into account the information supplied by the executive bodies, which, on the basis of the guidelines issued by the Board, supervise all business structures and formulate proposals to be submitted to the Board with regard to the organizational structure of the Company and of the Group, the general development and investment plans, the financial plans and provisional financial statements as well as any other matter submitted to them by the Board itself.

        The Directors report to the other Directors and to the Board of Statutory Auditors on the transactions in which they hold an interest on their own behalf or on behalf of third parties. Each Director is responsible for reporting to the Board and to the Board of Statutory Auditors any such interest in a transaction.

        For detailed information on the procedure for the approval of transactions with related parties, please refer to section III of this Report.

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        The members of the Board of Directors are called to carry out an annual evaluation, which is prepared internally, on the size, composition and performance of the Board of Directors and its Committees. The Board of Directors has not to date utilized any independent experts in its self-evaluation.

        The questionnaire is made up of specific questions that concern, among others: the adequacy of the number of its members and of the composition of the Board and of its Committees, the type of professionals represented in the Board and its Committees, the planning, organization, duration and number of meetings, the adequacy of documents sent before the meetings, the information provided to the non-executive directors during the meetings and the efficiency of the decision-making processes.

        The results of the self-assessment are then processed annually and presented to the Board of Directors by the Lead Independent Director, who anonymously reports on the opinions put forward by the Directors and the suggestions made to improve the running of the management bodies of the Company.

        With regard to the 2014 fiscal year, the results of the evaluation were presented at the meeting held on February 16, 2015. The Board of Directors, with an overall positive evaluation, inter alia, acknowledged the substantial adequacy of the composition of the Board of Directors and of its Committees both in terms of overall size, the number of non-executive and independent Directors compared to the number of executive Directors and, more specifically, with regard to the professionalism, type and expertise represented. The efficient work of the Committees was acknowledged.

        During fiscal year 2014 the Board of Directors of Luxottica met ten times—the record of attendance for such meetings is listed in the annexed table and the average length of the meetings was approximately one and a half hours. Where the Chairman and/or the Chief Executive Officers deemed it appropriate to deal in greater depth with certain items on the agenda, senior managers of the Company were invited to participate in the Board meetings to discuss these items. In particular, during the fiscal year, the Chief Financial Officer, the Group Human Resources Officer and the Internal Audit Manager were invited to attend the meetings for the subjects regarding their respective areas of competence.

        The Board of Directors is convened with a notice period of at least three days; in an emergency this time may be reduced to one day.

        The Board of Directors formally determined that the suitable notice period for sending supporting documents is two days before each meeting. Throughout 2014 the relevant documents and information enabling the Board to make informed decisions were provided by the Directors with an average of three days' advance notice of the meetings. Two meetings were called as emergency meetings and no documents were sent in advance, in part, for reasons of confidentiality. However, all the relevant information was provided during the meetings, as well as appropriate in-depth explanations in order to enable the Directors to make informed decisions.

        In keeping with the practices of previous years, a meeting day between the Group's top management and the Company's Directors and Statutory Auditors was organized in July 2014 in order to provide more in-depth knowledge of the business operations and dynamics of the Company, in which specific business topics and related medium and long-term strategies of the Group were explained in detail. Furthermore, due to the knowledge of the Group acquired in previous years, specific "induction sessions" were not organized.

        In January 2015, the Company issued the calendar of corporate events for the 2015 fiscal year, which is available on the website: www.luxottica.com. During the period from January 1 through March 2, 2015 the Board of Directors met three times.

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Composition

        In accordance with its by-laws, the Company is managed by a Board of Directors composed of no less than five and no more than fifteen members, appointed by the Stockholders' meeting, once the number of directors has been decided.

        The Board of Directors currently in office was appointed by the Ordinary Meeting of Stockholders of April 27, 2012, and shall remain in office until the Stockholders' Meeting approves the financial statements for the fiscal year ending on December 31, 2014. The Board currently has eleven members.

        In 2014, four Directors resigned from their positions in office: Sergio Erede (on March, 13, 2014), Andrea Guerra (on September 1, 2014), Enrico Cavatorta and Roger Abravanel (on October 13, 2014); on October 29, 2014, Massimo Vian and Adil Mehboob-Khan were co-opted onto the Board of Directors.

        During the year, the Company decided to adopt a governance model based on the appointment of two Chief Executive Officers ("co-CEO model"), with the aim of more effectively responding to the growing complexity of the Group and global competitive dynamics. Following the resignation of Andrea Guerra from the office of Chief Executive Officer, Enrico Cavatorta was appointed Chief Executive Officer on September 1, 2014 for Corporate functions and, ad interim, for the Markets Area; the Operations Area, entrusted to Massimo Vian, temporarily reported to the Chairman Leonardo Del Vecchio. Following the resignation of Enrico Cavatorta from the Board of Directors on October 13, 2014, the Chairman Leonardo Del Vecchio temporarily took on all the managing powers of the Company, pending the final implementation of a governance model based on two different management areas: the Markets Area and the Product and Operations Area. Subsequently, on October 29, 2014, the Board of Directors entrusted Massimo Vian, ad interim, with all the powers for the management of the Company, pending the implementation of the new organizational model, which was completed on January 19, 2015, with the appointment of Adil Mehboob-Khan as CEO for Markets and of Massimo Vian as the CEO for Product and Operations.

        Detailed information on the powers assigned to the two CEOs and the areas they are responsible for can be found below in the section on Executive Directors in this Report.

        The composition of the Board of Directors on the date of approval of this Report is given below, with the specification of the office held and committee membership.

*

Director satisfying the requirement of independence set forth in the Italian Consolidated Financial Law and in the Code of Conduct

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        Massimo Vian and Adil Mehboob-Khan are employees of the Company.

        Set out below is a brief profile of each Member of the Board in office, listing the year of their first appointment to the Board and the other offices held as at December 31, 2014, in other listed companies, in financial, banking and insurance companies as well as in those companies of significant size, identified through the criteria implemented by the Company with regard to the accumulation of positions and detailed below. In Luxottica Group, only the most significant companies or those companies having a strategic relevance have been considered.

Leonardo Del Vecchio

        The Company founder, Mr. Del Vecchio has been Chairman of the Board of Directors since its incorporation. In 1986, the President of Italy conferred on him the badge of honor Cavaliere dell'Ordine al "Merito del Lavoro". In May 1995, he was awarded an honorary business administration degree by the University Cà Foscari in Venice. In 1999, he was awarded an honorary Master's degree in International Business by MIB, Management School in Trieste and in 2002 he was awarded an honorary management engineering degree by the University in Udine. In March 2006, he received an honorary degree in materials engineering by the Politecnico in Milan. In December 2012, the Fondazione CUOA awarded him an honorary master's degree in business administration.

        He is a member of the Board of Directors of Beni Stabili S.p.A. SIIQ and of Kairos Julius Baer SIM S.p.A.; he is Vice Chairman of Fonciere des Regions S.A. and a member of the Board of Directors of Delfin S.à r.l.

Luigi Francavilla

        Mr. Francavilla joined Luxottica Group in 1968. He has been a Director since 1985 and Vice Chairman since 1991. During his long career in the Group he was Group's Product & Design Director, Group's Chief Quality Officer and Technical General Manager. He is the Chairman of Luxottica S.r.l. and Luxottica Tristar (Dongguan) Optical Co. Ltd, which are among the major production subsidiary companies of the Group.

        In April 2000, he was awarded an honorary business administration degree by the Constantinian University, Cranston, Rhode Island, U.S.A. In 2011, he was appointed 'Grande Ufficiale' of the Republic of Italy and in 2012 'Cavaliere del Lavoro'.

        Mr. Francavilla is also a member of the Board of Directors of the Venice branch of Bank of Italy.

Adil Mehboob-Khan

        Mr. Mehboob-Khan was appointed Director of the Company on October 29, 2014 and CEO for Markets on January 19, 2015. After graduating with a degree in engineering from the University of London, he began his career at Procter & Gamble in 1987, gradually taking on roles with increasing responsibility regarding strategic products and divisions of the group in Europe and in the United States. In 2009 he was appointed Vice President of the retail business of the Beauty Division in Europe and from 2011 through December 2014 he held the office of President of Global Salon Professional & Wella.

Massimo Vian

        Mr. Vian was appointed Director of the Company on October 29, 2014, taking on all the powers of management ad interim until January 19, 2015, the date on which he took on the office of CEO for Product and Operations. He graduated with a degree in management engineering from the University of Padova and before joining Luxottica Group he held various positions in Momo S.r.l., EFESO Consulting and Key Safety Systems. Mr. Vian joined the Group in 2005 as Industrial Engineering Director. From 2007 until 2010 he held the office of Asia Operations Director and in 2010 he was appointed Chief Operations

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Officer; in 2013, he also took over the responsibility for the Company's "Zero Waste" initiative. He is the CEO of Luxottica S.r.l., one of the major subsidiary companies of the Group.

Mario Cattaneo

        Mr. Cattaneo has been a member of the Board of Directors of the Company since 2003. He is Emeritus Professor of Corporate Finance at the Università Cattolica in Milan, Italy. He was a member of the Board of Directors of ENI from 1998 to 2005, of Unicredit from 1999 to 2005 and auditor of Bank of Italy between 1991 and 1999.

        He is a member of the Board of Directors of Salini Impregilo S.p.A and Bracco S.p.A., and Auditor of Michelin Italiana SAMI S.p.A.

Claudio Costamagna

        Mr. Costamagna has been a member of the Board of Directors of the Company since 2006. He holds a business administration degree and has held important offices in Citigroup, Montedison and Goldman Sachs, where he was Chairman of the Investment Banking division for Europe, the Middle East and Africa for many years. He is currently Chairman of "CC e Soci S.r.l.", a financial advisory boutique he founded. He is also a member of the International Advisory Board of the Università Luigi Bocconi, Chairman of Salini Impregilo S.p.A. and a member of the Board of Directors of FTI Consulting Inc.

Claudio Del Vecchio

        Mr. Del Vecchio, Chief Executive Officer of Brooks Brothers Group Inc., joined Luxottica Group in 1978 and has been a member of the Board of Directors of the Company since 1986. Between 1979 and 1982, he was responsible for distribution in Italy and Germany. From 1982 to 1997, he was in charge of the Group's business in North America.

        He is also a member of the Board of Directors of Luxottica U.S. Holdings Corp.

Elisabetta Magistretti

        Ms. Magistretti has been a member of the Board of Directors of the Company since April 27, 2012. She graduated with an honors degree in economics and business from the Università Bocconi of Milan and is registered in the Association of Certified Accountants in Italy. She worked for Arthur Andersen from 1972 to 2001, becoming a partner in 1984. In 2001, she took up the position of Senior Executive which is responsible for the Administrative Governance Management department of Unicredit. From 2006 to 2009, while still at Unicredit, she became the Manager of the Internal Audit Department of the Group. From 2010 to 2012 she was a member of the Audit Committee of Unicredit Bulbank, Bulgaria, and the Supervisory Board of Zao Unicredit Russia. She was also a member of the Italian Accounting Body (from 2002 to 2011) and a member of the Board of Directors of the Interbank Deposit Protection Fund (from 2002 until 2009). She is also a member of the Board of Directors of Pirelli & C S.p.A. and Mediobanca S.p.A.

Marco Mangiagalli

        Mr. Mangiagalli has been a member of the Board of Directors since April 29, 2009. Having graduated with a degree in political economics from the Università Bocconi in Milan, Italy, in 1973, he has spent most of his career working for the ENI Group and has also worked for the Barclays Group in Italy and for the Nuovo Banco Ambrosiano Group. At ENI, he held positions of increasing responsibility and was appointed Financial Director and ultimately Chief Financial Officer between 1993 and 2008. From August 2008 to May 2011, he was Chairman of Saipem S.p.A. He is a member of the Surveillance Committee of Intesa San Paolo S.p.A.

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Anna Puccio

        Ms. Puccio has been a member of the Board of Directors of the Company since April 27, 2012. She graduated with a degree in corporate economics from the Cà Foscari University in Venice and a Master's degree in International Business Administration from the Fondazione CUOA. She began her career at Microsoft Corp. in the United States in 1987. She then worked at Procter & Gamble Corp. from 1990 until 2001, reaching the position of European Marketing Director in the Beauty Care Division, working in several countries, including Italy, Germany, Great Britain and Switzerland. In 2001, she joined Zed-Telia Sonera as Managing Director for Italy, a position she held until 2004, and she then moved on to Sony Ericsson Italia, where she held the position of Managing Director until 2006. Ms. Puccio was the Senior Strategy Advisor for Accenture Mobility Operative Services from 2008 until 2009. Since 2010, she has been the General Manager of CGM, the Italian Cooperative Group of Social Enterprises. Between 2006 and 2012 she was a member of the Board of Directors of Buongiorno S.p.A. Since February 2014, she has served as the Executive Director, General Secretary and General Manager of Fondazione Italiana Accenture.

Marco Reboa

        Mr. Reboa has been a member of the Board of Directors since April 29, 2009, after serving as Chairman of the Board of Statutory Auditors of Luxottica Group S.p.A. between June 14, 2006 and April 29, 2009. He holds a degree in Business Administration, received at the Università Bocconi in Milan, Italy, in 1978. He is registered in the Association of Certified Accountants since 1982 and is a certified public accountant pursuant to Ministerial Decree April 12, 1995. He is currently full professor at the Law School of the Libero Istituto Universitario Carlo Cattaneo in Castellanza, Italy, and works as a freelance professional in Milan, notably in the field of operations of corporate finance. Over the past few years, he has published a series of books and articles on financial statements, economic appraisals and corporate governance. He is editor of the Magazine of Certified Accountants and a Director of Carraro S.p.A.

Limitations to the accumulation of positions

        To assess the maximum number of positions a Director may hold as a director or an auditor in other companies listed on regulated markets, in financial companies, banks, insurance companies or other companies of a significant size that is compatible with the office of Director at Luxottica, the Company has implemented the following criteria since 2007:

        For the purpose of multiple appointments, (i) the only positions to be taken into consideration are those as members of the board of directors or auditor for companies listed on regulated markets (domestic and foreign), in banks, insurance companies, or companies of a significant size, which are defined as companies with a total value of business or revenues exceeding Euro 1,000 million (hereinafter, "Large Companies"), (ii) the appointments by one or more Large Companies belonging to the same group, including Luxottica Group, are counted as one, whereby the appointment requiring the most significant commitment (i.e. the executive role) shall be considered the prevailing one.

        The appointments held by the members of the Board of Directors in other companies, in compliance with the criteria indicated above, are compatible with the appointment at Luxottica Group S.p.A. With

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regard to the Chairman, he serves in four relevant roles pursuant to the above-mentioned criteria. However, after taking into consideration the fact that his role in Beni Stabili S.p.A. SIIQ is directly related to his role in Fonciere des Regions S.A., and that the offices held in other companies are not executive positions, the Board of Directors on February 16, 2015 agreed that such appointments were compatible with his role in Luxottica Group.

        According to the assessment of the Board, the members of the Board of Directors possess the required professionalism and experience to perform their roles effectively and efficiently. In particular, it is guaranteed that they possess adequate experience in the business sector in which the Company operates, as well as specific managerial, financial and internal control skills.

        It should be noted that neither the Company by-laws, nor any board resolutions, have authorized, generally or conditionally, any derogations from the non-competition clause.

Committees

        The Board of Directors has set up the Human Resources Committee and the Control and Risk Committee within the Board, composed exclusively of independent Directors. Special regulations approved by the Board of Directors regulate their operations and respective tasks. In the performance of their respective functions, these Committees are entitled to access the information and Company functions necessary for the performance of their respective tasks, and may work with external consultants at the expense of the Company, within the limits of the budget approved by the Board for each committee. In this regard, it is to be noted that if the Human Resources Committee intends to make use of the services of a consultant in order to obtain information on market practices regarding remuneration policies, it must check beforehand that the aforesaid consultant is not in any position that may clearly compromise its independence of judgment.

        Further information can be found in this Report, and with respect to the Human Resources Committee, in the Remuneration Report published pursuant to article 123-ter of the Italian Consolidated Financial Law.

        The Board of Directors, at its meeting held on April 27, 2012, did not deem it necessary to set up an "Appointments Committee" which is recommended by the Code of Conduct. This is due to the composition of the ownership structure of the Company. Moreover, responsibilities regarding succession plans, which would be the responsibility of the Appointments Committee, if set up, are assigned to the Human Resources Committee of Luxottica, which, inter alia, evaluates the organizational requirements of the Group and the action taken for the effective assignment of key positions (so called "succession plans").

Executive Directors

        On January 19, 2015, the Board of Directors, after revoking the previous granted powers, adopted a new management and representation system, appointing two Chief Executive Officers, namely the Directors Mr. Adil Mehboob-Khan and Mr. Massimo Vian, respectively CEO for the marketing and sales area ("Markets") and for product and operations area ("Product and Operations"), with the coordination and strategic supervision of the Chairman, Leonardo Del Vecchio. Each of the CEOs were assigned autonomous and exclusive powers in their respective areas of competence, in addition to shared common powers for the management of the functions not exclusively related to the Markets Area or the Product and Operations Area (i.e. typically so-called "corporate functions"). The powers were assigned taking into account the objective of focusing on the lines of command of the Company structure and the achievement of maximum operating speed through simplicity and the speed of decision-making processes, within the framework of a clear assignment of the scope of management powers and the sharing of strategic choices.

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        Mr. Adil Mehboob-Khan, as CEO for Markets, was assigned the powers of ordinary and extraordinary management of the Markets Area, which includes the departments and functions related to the marketing and sales area (the management of Wholesale, Retail Optical, Retail Luxury and Sun, EyeMed, E-Commerce, Marketing, Go to Market, Business Development, Mergers & Acquisitions). In particular, he has autonomous and exclusive powers of management and representation with regard to agreements and decisions in the Markets Area with a value not exceeding 15 million euros. He has the powers of management and representation, with the obligation to coordinate and inform the other CEO and the Chairman, with regard to the following:

a)

the agreements and decisions with a value not exceeding 15 million euros involving the divisions jointly managed with the other CEO ("Shared Divisions"), which include the Accounting, Finance and Control, Human Resources and Internal Communications, Corporate and Legal Affairs, Investor Relations and Corporate Communications departments; and



b)

the agreements and decisions concerning the employment, promotion, transfer or termination of employment or collaboration relationships, of any kind and for any amount, even if with companies of the Group, together with the amendments to the structure and creation of new roles for directors that form the "front lines" of the Markets Area.

        Mr. Massimo Vian, as CEO for Product and Operations, was assigned the powers of ordinary and extraordinary management of the Product and Operations Area, which includes the departments and functions related to the product and production area (the management of Style and Design; Research and Development; Purchasing; Manufacturing Frames and Lenses; Logistics and Distributions; Quality Assurance; Industrial Planning; Business Services; Risk Management and Compliance). In particular, he has autonomous and exclusive powers of management and representation with regard to agreements and decisions in the Product and Operations Area with a value not exceeding 15 million euros. He has the powers of management and representation, with the obligation to coordinate and inform the other CEO and the Chairman, with regard to the following:

a)

the agreements and decisions with a value not exceeding 15 million euros involving the Company functions jointly managed with the other CEO ("Shared Divisions"), which include the Accounting, Finance and Control, Human Resources and Internal Communications, Corporate and Legal Affairs, Investor Relations and Corporate Communications departments; and



b)

the agreements and decisions concerning the employment, promotion, transfer or termination of employment or collaboration relationships, of any kind and for any amount, even if with companies of the Group, together with the amendments to the structure and creation of new roles for directors that form the "front lines" of the Product and Operations Area.

        The two Chief Executive Officers have joint powers of management and representation, subject to informing the Chairman beforehand, with regard to the following significant decisions:

a)

the agreements and decisions with a value of between 15 and 30 million euros;



b)

the agreements and decisions regarding the employment, promotion, transfer or termination of employment or collaboration relationships, of any kind and for any amount, even if with companies of the Group, together with the amendments to the structure and creation of new roles for directors that form the "front lines" of the Shared Areas; and



c)

the appointment of members of the administrative bodies of strategically-relevant subsidiary companies, identified in agreement with the Chairman.

        The limits on the amounts stated above for both the Chief Executive Officers are not applicable to inter-group transactions and to payment of taxes and wages to employees.

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        The Chief Executive Officers, exclusively within the scope of their respective areas of competence and jointly within the scope of the Shared Divisions:

•

are responsible for supervising the related business units on the basis of the instructions received from the Board of Directors, as well as ensuring that the organization, administration and accounting structure of the Company is suitable to its nature and size.



•

are responsible for formulating proposals to be submitted to the Board of Directors regarding the organization of the Company and of the Group, the general development and investment programs, the financial programs and the budget, as well as regarding any other matter the Board may request.



•

have been identified as directors responsible for the internal control and risk management system.

        In order to ensure the efficient coordination of the CEOs, the Board of Directors has also entrusted the Chairman, Leonardo Del Vecchio, with the task of the supervision and strategic guidance of the management activities of the two CEOs, in addition to the functions reserved to him by law and through the Company's by-laws.

        For the sake of completeness, it is to be noted that, starting from September 1, 2014, the Board of Directors entrusted the Chairman with the task of identifying the strategies for the general management and development of the Company and the Group.

        Finally, the Chairman supervises the Internal Auditing function.

        Mr. Luigi Francavilla, Vice Chairman, is granted the powers to perform transactions with a value not exceeding Euro 10 million.

        In compliance with the provisions of the Company's by-laws, the executive bodies report to the Board of Directors and to the Board of Statutory Auditors promptly and regularly and, in any case, at least quarterly, on the general performance of the business and on the procedures to exercise the managing powers granted to them, as well as on the most relevant economic, financial and asset transactions performed by the Company and by its subsidiaries.

        In light of the above, the Board therefore has four Executive Directors: Leonardo Del Vecchio, Luigi Francavilla, Massimo Vian and Adil Mehboob-Khan.

        Until September 1, 2014, the CEO Andrea Guerra was granted all the powers to manage the Company up to the limits of 30 million euros for the signing of agreements, 10 million euros for the acquisition or transfer of shareholdings, 15 million euros for debt transactions and the issue of guarantees and 50 million euros for foreign exchange risk hedging and tax. For more details, please refer to previous Corporate Governance Reports. The powers granted to Mr. Enrico Cavatorta on September 1, 2014, on October 13, 2014 to the Chairman Leonardo Del Vecchio and on October 29, 2014 to Mr. Massimo Vian were the same powers previously granted to Mr. Andrea Guerra.

Non-executive Directors

        Messrs. Mario Cattaneo, Claudio Costamagna, Claudio Del Vecchio, Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa are non-executive Directors.

        At the time of their candidacy, the following members of the Board of Directors, Mr. Mario Cattaneo, Mr. Claudio Costamagna, Ms. Elisabetta Magistretti, Mr. Marco Mangiagalli, Ms. Anna Puccio and Mr. Marco Reboa, declared that they satisfy the requirement of independence set forth by art.148, paragraph 3 of Italian Legislative Decree 58/1998, as quoted in art.147-ter of same decree and in art. 3 of the Code of Conduct.

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        On April 27, 2012, following its appointment by the Ordinary Meeting of Stockholders, the Board of Directors verified that the independence requirements of Directors Cattaneo, Costamagna, Mangiagalli, Magistretti, Puccio and Reboa were met and notified the market thereof. With reference to Mario Cattaneo who, in a short time, would have been in the situation set forth under section 3.C.1.e) of the Code of Conduct, which applied to the fact that Mr. Cattaneo has held the position of Director for more than nine years out of the last twelve, the Board of Directors, with a view to substantially applying the recommendations of the Code of Conduct, agreed not to apply the aforesaid principle based on the exemplary independence of judgement deriving from the professionalism and experience of Mr. Cattaneo, who complied and still complies with all the other independence requirements provided for by the Code.

        The Director Roger Abravanel, appointed on April 27, 2012, and in office until October 13, 2014, qualified as an independent director in accordance with both the provisions of the Italian Consolidated Financial Law and the Code of Conduct.

        The Board of Directors last verified on February 16, 2015 that the independence requirements continued to be met on the basis of the information available and information provided by the parties involved and acknowledged that Mario Cattaneo, Claudio Costamagna, Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa qualify as independent Directors.

        The Board of Statutory Auditors verified the correctness of the evaluation carried out by the Board of Directors on the independence of the Directors based on the criteria set forth in the Code of Conduct.

        Therefore, in accordance with the provisions of the Italian Consolidated Financial Law and the Code of Conduct, six out of eleven Directors are independent (i.e. more than one-third in accordance with the recommendations of the Regulations for Issuers such as Luxottica that belong to the FTSE Mib index).

        On April 27, 2012, the Board of Directors appointed Mr. Marco Reboa as the Lead Independent Director as a point of reference and coordinator of the requests and contributions of the independent directors. On his initiative, the independent Directors exclusively met three times in 2014 and once in the first two months of 2015. In these meetings corporate governance issues linked to the matters that led to the replacement of executive Directors and therefore to the adoption of the new "Co-CEO model" were discussed.

Appointment of Directors

        The Board of Directors in office was appointed by the meeting of April 27, 2012. The minimum percentage of share capital required to present a list, as established by CONSOB, was equal to 1%. In accordance with CONSOB resolution no. 19109 dated January 28, 2015 the minimum percentage of share capital required to present a list for the 2015 fiscal year is 0.5%.

        Nine of the eleven Directors currently in office were selected from the single list submitted by the majority stockholder Delfin S.à r.l.; two Directors—Messrs. Massimo Vian and Adil Mehboob-Khan—on the other hand, were co-opted during the 2014 fiscal year, with the favorable opinion of the Board of Statutory Auditors.

        The list submitted by Delfin and its supporting documentation, filed and published within the deadlines prescribed by law at the time of their appointment, are available for review on the Company's website under the Governance/General Meeting section.

        The appointment of the Directors is regulated by article 17 of the Company by-laws (please refer to the by-laws for more information).

        Due to the Company's ownership structure, on the occasion of the General Meeting called to renew the Company's governing bodies, the Board of Directors has not expressed its recommendation on the professionals whose presence is considered appropriate on the Board.

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Human Resources Committee

        The Human Resources Committee is currently made up of the independent Directors Claudio Costamagna, Anna Puccio and Marco Mangiagalli. On October 13, 2014, the Director Roger Abravanel, a member of the Committee since April 27, 2012, resigned from the position of Director. The Committee was therefore supplemented with the Director Mangiagalli, who was appointed by the Board of Directors on October 22, 2014.

        Mr. Claudio Costamagna, who has particular expertise in the field of finance was appointed Chairman of the Committee.

        The Committee is responsible for offering consultations and submitting proposals to the Board of Directors, mainly with regard to the remuneration of executive directors and managers with strategic responsibilities.

        The Committee reports to the Board of Directors at least twice a year prior to the approval of the financial statements and the six-month report.

        In 2014, the Committee met eight times for an average meeting of one and a half hours. In the first two months of 2015 the Committee met twice.

        For further information on the responsibilities and activities of the Committee and the remuneration of Directors, Statutory Auditors and managers with strategic responsibilities, please refer to the Remuneration Report published in accordance with article 123-ter of Italian Consolidated Financial Law.

Succession plans

        In previous fiscal years, the Human Resources Committee reviewed and defined the guidelines for the succession of the Chief Executive Officer. Enrico Cavatorta was appointed as CEO on September 1, 2014 in accordance with a succession plan shared with the Committee.

        Considering their recent appointment, currently there is no succession plan for the CEO for Markets, nor for the CEO for Product and Operations.

        In 2014, the Human Resources Committee reviewed the Company processes aimed at identifying talented people that could succeed to the turnover of managerial positions from one generation to the next and identified succession plans for the senior managers of the Group.

II. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

        Information on the internal control and risk management system of the Group is provided below and also pursuant to article 123-bis, paragraph 2, letter b, of Italian Consolidated Financial Law.

        The Internal Control System consists of tools, organizational structures and procedures for each area of activity, which are set forth in the manuals updated and distributed within the Group and which are aimed at contributing to the fair management of the Company in line with predetermined objectives using a risk identification, management and monitoring process.

        This system, which is integrated into more general organizational structures and corporate governance, simultaneously is aimed at enabling the Group's primary risks to be identified, measured, managed and monitored, as well as ensuring that financial reporting is reliable, accurate and disclosure is made promptly.

        Particular importance is thus attributed to the control structure—defined on the basis of the COSO report model, which represents the best international practice to assess the adequacy of the internal control system, and the principles of the Code of Conduct—of the preparation and circulation of the

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financial reports, which has been further strengthened in the past few years to ensure compliance with the guidelines of the SOX.

        In compliance with the provisions of art. 2381 of the Italian Civil Code, on the basis of the information received by the executive bodies responsible for ensuring that the organizational, administrative and accounting structure is suitable to the nature and size of the business, the Board of Directors establishes guidelines for the internal control system and assesses their adequacy so that the major risks for the Group may be correctly identified and monitored, checking that they are also in line with the strategic objectives of Luxottica.

        To this end, the Board consults with the Control and Risk Committee, personnel within the Risk Management and Compliance organization, the manager of the Internal Audit department and the Supervisory Board on the organizational model provided for by Italian Legislative Decree no. 231/2001.

        The foregoing is without prejudice to the supervisory and control duties, which are by law reserved to the Board of Statutory Auditors, while the auditing is assigned to an external auditing company in accordance with Italian regulations.

        In January 2015, the Board of Directors, in consideration of the decision to adopt a governance model based on the appointment of two Chief Executive Officers (Co-CEO model) with the aim of more effectively responding to the growing complexity of the Group and global competitive demands, identified two CEOs—the CEO for the Product and Operations Area and the CEO for the Markets Area respectively—as directors responsible for the internal control and risk management system of their respective areas of competence, with the roles and tasks indicated in the Code of Conduct.

        In particular, each Chief Executive Officer is granted the following powers, with the coordination and strategic supervision of the Chairman: (i) autonomous and exclusive powers in their respective areas of competence; (ii) separate powers, with the obligation to provide information, in the shared areas; and (iii) joint powers, for several important decisions. Each Chief Executive Officer is obliged—separately in their exclusive areas of competence and jointly in the Shared Areas—to implement the guidelines set by the Board, identifying the main risks to the Company, by planning, implementing and managing the internal control system, and regularly assessing its overall adequacy, efficiency and effectiveness. They are also responsible for the adjustment of the system to the changes in the operational conditions and of the legal and regulatory framework through the support of the relevant corporate structures.

        The Chief Risk and Compliance Officer (CR&CO) of the Group, who previously reported directly to the Chief Executive Officer, was appointed in 2010, and is called upon to work together with the corporate functions of the Group through his/her organizational structure in order to guarantee the implementation of an efficient risk management system and identify, monitor and control the primary risks as well as the consistent alignment of processes, procedures and, more generally, the conduct and corporate activities within the applicable legal framework and Code of Ethics adopted by the Group. To fulfill these tasks the CR&CO makes use of a Corporate Risk Manager, a Corporate Compliance Manager and similar structures, in particular, for the protection and coordination of activities in the U.S. In 2013, this role was covered at interim by the General Manager—Central Corporate Functions; thereafter, on January 1, 2014 the Group Risk Management & Compliance Director, who reported directly to the General Manager of Central Corporate Functions, was appointed to replace the CR&CO. Subsequently, with the implementation of the governance model based on the appointment of two Chief Executive Officers, the Risk Management and Compliance function reports directly to the CEO Product and Operations.

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        With regard to corporate risk management, since 2011 a new Enterprise Risk Management process based on the following features and in line with the models and best practices recognized internationally has been implemented:

•

the definition of a Risk Model for the Group, which classifies in five risk factors, those that may compromise the attainment of corporate objectives (strategic, contextual, operative, financial and compliance);



•

the development of a risk assessment and risk analysis methodology to measure exposures in terms of impact and probability of occurrence; and



•

the collection, analysis and aggregation of data and information necessary for processing a Risk Report for the Group directed to the top management of the Company.

        The process described above, which was devised to be implemented in cycles, involved a growing number of managers, increasing from 70 in 2011 to 122 in 2013, meaning that the most significant risks the Group is exposed to could be identified. In parallel to this activity, specific activities aimed at mitigating the risks identified previously were carried out directly by the Risk Management department and/or the business Managers. The Control and Risk Committee is regularly updated on developments in the Group Enterprise Risk Management program as well as on the results of analysis and actions taken. With reference to compliance, in 2011 a specific program aimed at the mapping of the relevant areas of compliance for the Group and gaining an understanding of the level of maturity and protection of processes was set up. On the basis of this program, specific compliance initiatives focused on Corporate Criminal Liability/Anti-Corruption, Privacy Data Management, Responsible Sourcing/Supply Chain Compliance and Antitrust & Competition Compliance were scoped, defined and developed over the two subsequent years. In 2013, work has continued on the definition of a comprehensive governance model for the Group's Compliance function, aimed at achieving a more efficient, rational and pervasive monitoring of the processes and through subsequently reorganizing this function.

        From the viewpoint of the continuous process of applying the Internal Control System and Risk Management process to developments in operating conditions and legal and regulatory frameworks, the Company implemented a Financial Risk Policy, which was already introduced in 2006 and revised most recently by the Board of Directors in February 2013, and is applicable to all the companies of the Luxottica Group.

        The policy sets forth the principles and rules for the management and monitoring of financial risk and pays particular attention to the activities carried out by the Luxottica Group to minimize the risks deriving from the fluctuations of interest rates, exchange rates and the solvency of financial counterparties.

        The policy clarifies that the instrument used for "interest rate risk" hedging is the plain vanilla "interest rate swaps", whereas for "exchange risk" "non-speculative" derivative instruments, such as "spot and forward exchange contracts" are used. In certain circumstances and subject to the specific authorization of the Chief Financial Officer, more flexible instruments that replicate the effect of the forward exchange contract or "zero cost collar", "accumulator forward" and "average strike forward" can be used.

        The use of derivative instruments is aimed only at the actual hedging of exchange risk that the Group is exposed to, therefore the use of these instruments for speculative purposes is not permitted. In addition to aiming at reducing counterparty risk, the policy specifies the minimum criteria to be met in order to be able to transact with the Group. This principle sets forth: the obligation to operate with qualified banking counterparties through standard agreements (Master Agreement ISDA), a limit on exposure per individual counterparty and a limit on the total exposure of the Group, as well as fixing the minimum credit credential requirements for the counterparties authorized to engage derivative transactions.

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        A quarterly reporting system has also been implemented for the Control and Risk Committee since 2007 to highlight the debt exposure and the hedging transactions implemented to minimize "interest rate" risk, "exchange rate" risk and, since 2011, "counterparty risk". Since 2013, this reporting has also included information regarding evidence of high yield currencies exposure.

        Another operational and control instrument that has been implemented for some time is the Credit Policy, which is applicable to all the wholesale companies of Luxottica Group.

        This policy defines the rules and responsibilities for the management and collection of credit in order to prevent financial risks, optimize revolving credit and reduce losses on such credits. In particular, this policy sets the guidelines for the following activities:

•

apportionment and control of credit lines;



•

monitoring of credit trends;



•

soliciting unpaid/expired credits;



•

management and control of legal actions;



•

management and control of the appropriations and losses on credits;



•

determination and control of terms of payment in the various markets; and



•

control over warranty terms.

The Control and Risk Committee

        On April 27, 2012, the Board of Directors set up the Control and Risk Committee, appointing the independent directors Mr. Mario Cattaneo, Chairman, Ms. Elisabetta Magistretti, Mr. Marco Reboa and Mr. Marco Mangiagalli, with combined extensive experience in accounting, finance and risk management.

        According to the provisions of its charter, last updated in July 2012, the Committee is responsible for performing investigations, offering consultations and submitting proposals to the Board of Directors.

        In particular, the Committee performs the following activities:

•

assists the Board in the execution of its tasks regarding internal controls;



•

evaluates the preparation of the accounting and company records, together with the manager appointed to carry out this task, having obtained the opinion of the independent auditor and the Board of Statutory Auditors; also reviews the application of accounting principles and their consistency of application for the purposes of preparation of the Group's consolidated financial statements;



•

reviews the regular reports on the evaluation of the Internal Control and Risk Management System and any particularly significant reports prepared by the Internal Audit department;



•

expresses opinions on specific aspects concerning the identification of corporate risks as well as the planning, implementation and management of the internal control system.



•

reviews the work plan prepared by the manager of the Internal Audit department.

        Specific expertise on auditing is assigned to the Board of Statutory Auditors, acting as Audit Committee, described later on in this Report. Moreover, the Financial Expert was identified within the Board of Statutory Auditors by the Board of Directors.

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        The Chief Executive Officers, exclusively within the scope of their respective areas of competence and jointly within the scope of the Shared Divisions:

•

are responsible for supervising the related business units on the basis of the instructions received from the Board of Directors, as well as ensuring that the organization, administration and accounting structure of the Company is suitable to its nature and size.



•

are responsible for formulating proposals to be submitted to the Board of Directors regarding the organization of the Company and of the Group, the general development and investment programs, the financial programs and the budget, as well as regarding any other matter the Board may request.



•

have been identified as directors responsible for the internal control and risk management system.

        In order to ensure the efficient coordination of the CEOs, the Board of Directors has also entrusted the Chairman, Leonardo Del Vecchio, with the task of the supervision and strategic guidance of the management activities of the two CEOs, in addition to the functions reserved to him by law and through the Company's by-laws.

        For the sake of completeness, it is to be noted that, starting from September 1, 2014, the Board of Directors entrusted the Chairman with the task of identifying the strategies for the general management and development of the Company and the Group.

        Finally, the Chairman supervises the Internal Auditing function.

        Mr. Luigi Francavilla, Vice Chairman, is granted the powers to perform transactions with a value not exceeding Euro 10 million.

        The Control and Risk Committee meets whenever the Chairman deems it appropriate, usually prior to the Board meetings for the approval of the annual, six-month and quarterly reports, or whenever a meeting is requested to be called by him by another member.

        When the Committee deemed it necessary, the management of the Company and the Luxottica Group were invited to participate in meetings to discuss specific items on the agenda and to review specifically the topics within their competence.

        During the 2014 fiscal year, the Committee met fourteen times, four of which were as the Committee for Transactions with Related Parties, for an average meeting of more than two hours and it, among other activities: evaluated the financial risks for the Company and the management criteria for transactions in derivative instruments; examined reports of the Supervisory Board and reports regarding complaints of alleged violations of the Code of Ethics (twice a year); reviewed the reports of the Internal Audit manager on the activities carried out; assessed the development of activities aimed at compliance with SOX; evaluated the audit plan and the integration of same submitted over the year; reviewed the activities carried out to identify, monitor and manage risks; and met with representatives of various departments to review in detail the progress of specific projects or the management of several specific risk areas.

        The Committee met four times in the first two months of 2015.

        The meetings, attended by the Chairman of the Board of Statutory Auditors, or by an Auditor appointed by same, are regularly reported in the meeting minutes. Furthermore, certain meetings are joint meetings between the Committee and the Board.

        The Committee reports to the Board at least every six months on the activities performed.

        The Committee has access to the information and the Company functions necessary for the performance of its task as well as to work with external consultants. The Board of Directors approved the

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allocation of funds totaling Euro 50,000 to the Committee for the 2014 fiscal year in order to provide it with the adequate financial resources to perform its tasks independently.

The Internal Audit Manager

        The Manager of the Internal Audit department is responsible for ensuring the effectiveness and suitability of the internal control and risk management system.

        Starting from October 1, 2013, on the proposal of the director in charge of the internal control and risk management system, having obtained the favorable opinion of the Control and Risk Committee and having consulted the Board of Statutory Auditors, the Board of Directors appointed Mr. Alessandro Nespoli as Internal Audit Manager.

        Following the implementation of the new governance model, in order to preserve the autonomy and independence of the Internal Audit function, the Board of Directors agreed that the Internal Audit department: (i) is subordinate hierarchically to the Board of Directors; (ii) from an organizational perspective, is under the position of the Chairman; and (iii) from an operational point of view, reports to the two Chief Executive Officers, who are responsible for the internal control and risk management system (each to the extent of their respective areas of competence), the Control and Risk Committee, and the Board of Statutory Auditors (the latter as it is a body that functions as the Audit Committee under U.S. law).

        The Internal Audit Manager is not responsible for any operational area and has access to any information useful for the performance of his duties. He is provided with a budget, which is allocated consistently with the activities performed, to reach the objectives set forth in the plan approved by the competent bodies.

        During the course of the fiscal year, the Internal Audit Manager performed his role through the implementation of an activities and verification plan which is related to the Company and its main subsidiaries. Such actions, which the Chairman, the Chief Executive Officer and the Board were informed of, through the Control and Risk Committee and the Board of Statutory Auditors, have allowed the Company to identify areas for improvement of the internal control system, for which specific plans have been implemented to further strengthen the foundation of the system itself.

        The Internal Audit Manager is due the remuneration consistent with Company policies, and it is clearly understood that the Control and Risk Committee approves all the decisions related to the performance evaluation criteria aimed at determining the variable remuneration of the aforesaid manager.

Organization, Management and Control System pursuant to
Italian Legislative Decree no. 231/2001

        On October 27, 2005, the Board of Directors implemented the Organization, Management and Control System, as established by Italian Legislative Decree no. 231/2001 in order to prevent the risk of employees and consultants of the Company carrying out illegal acts, with the consequent administrative liability as provided for by Italian Legislative Decree no. 231/2001 (hereinafter the "Model"). The Model, which was subsequently modified throughout the years, was last updated by the resolution of the Board of Directors on February 16, 2015. Particular importance is given to the "point persons" of the Supervisory Board (the Operational Unit Supervisors), or to the persons that perform functions considered to be the most "sensitive" activities pursuant to Italian Legislative Decree 231/2001, who constantly monitor the implementation of the Model, within their area of responsibility, and report to the Supervisory Board every six months.

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        Following the update of the Model, and in continuation of the training programs from the past few years, training initiatives have been established for areas which are considered "sensitive" pursuant to Italian Legislative Decree no. 231/2001.

        The purpose of the Model is the establishment of a structured and organized system of procedures and control activities carried out mainly for prevention, such that the system cannot be overridden unless by fraudulently failing to comply with its provisions.

        To this end, the Model serves the following purposes:

•

to make all those working in the name of and on behalf of Luxottica aware of the need to accurately comply with the Model, and that the violation thereof shall result in severe disciplinary measures;



•

to support the condemnation by the Company of any behavior which, due to a misunderstanding of corporate interest, is in conflict with the law, rules or more generally with the principles of fairness and transparency upon which the activity of the Company is based;



•

to provide information about the serious consequences which the Company may suffer (and its employees, managers and top managers) from the enforcement of pecuniary and prohibitory fines provided for in the Decree and the possibility that such measures may be ordered as an interim measure; and



•

to enable the Company to exercise constant control and careful supervision of its activities, in order to be able to react promptly in the event that risks arise and possibly enforce disciplinary measures provided for by the Model itself.

        The Model is available on the website www.luxottica.com in the Company/Governance/Model 231 section.

        The Supervisory Board in office until the approval of the financial statements as at December 31, 2014 is composed of two external professionals, Mr. Giorgio Silva and Mr. Ugo Lecis, and by the Internal Audit Manager, Mr. Alessandro Nespoli. The Board of Directors, at the time of its appointment on April 27, 2012, considered it appropriate to maintain a Supervisory Board made up of the Internal Audit Manager and two external, independent professionals, instead of entrusting the Board of Statutory Auditors with the task, as permitted by recent amendments introduced by Italian Legislative Decree 231/2001. This choice was deemed appropriate for combining the requirements of independence and expertise, both of which are fundamental for being able to guarantee authoritativeness and effectiveness to the work carried out by the Supervisory Board.

        The Board reports every six months to the Board of Directors, the Control and Risk Committee and the Board of Statutory Auditors on the activities performed.

        The Board of Directors allocated specific funds, totaling Euro 50,000, in order to provide the Supervisory Board with adequate financial resources to perform its duties for the 2014 fiscal year.

        On the basis of the guidelines provided by the Parent Company and of the risk assessment performed, the subsidiary companies Luxottica S.r.l. and Luxottica Italia S.r.l. adopted and have updated their own Organization Model pursuant to Italian Legislative Decree no. 231/2001, appointing the respective Supervisory Bodies over the years, in order to implement specific control measures relating to the different risk profile of each company.

Sarbanes-Oxley Act

        Compliance with the provisions of SOX is compulsory for Luxottica Group since it is listed on the NYSE, and therefore it has represented a significant motivation for the Group to continually improve its internal control system.

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        In particular, in complying with SOX, Luxottica intended not only to comply with a regulation but has also taken a real opportunity to improve its administrative and financial governance and the quality of its internal control system in order to make it more systematic, consistently monitored and methodologically better defined and documented.

        Luxottica is aware that the efforts made to define an efficient internal control system, capable of ensuring complete, accurate and correct financial information, do not represent a one-off activity but rather a dynamic process that must be renewed and adapted to the evolution of the business, of the socio-economical context and of the regulatory framework.

        The objectives of the control system have been defined consistently within the guidelines of SOX, which differentiates between the following two components:

•

controls and procedures to comply with the disclosure obligations related to the consolidated financial statements and the Form 20-F (Disclosure controls and procedures—DC&P); and



•

internal control system that supervises the preparation of the financial statements (Internal Control Over Financial Reporting—ICFR).

        The disclosure controls and procedures are designed to ensure that the financial information is adequately collected and communicated to the Chief Executive Officers and to the Chief Financial Officer, so that they may make appropriate and timely decisions about the information to be disclosed to the market.

        The internal control system that supervises the preparation of the financial statements has the objective of ensuring the reliability of the financial information in accordance with the relevant accounting principles.

        The structure of the internal control system was defined consistently with the model provided by the COSO Internal Control Integrated Framework, the most widely used international model to define and assess the internal control system, which establishes five components (control environment, risk assessment, control activity, information systems and communication flows and monitoring activity) and following the recent update thereof, the 17 principles for its adoption.

        For the most important companies of the Group (so-called Material Control Units) controls were designed and their effectiveness was assessed both at general/cross level (entity level controls) and at the level of each operational/administrative process. For the smaller companies, which were however still significant, especially when considered in the aggregate (so-called Material When Aggregated), the assessment was performed on the general effectiveness level of the control system.

        Among the cross level controls, the controls to reduce the risk of fraud are particularly important. To this end, Luxottica has developed Anti-Fraud Programs & Controls derived from an in-depth risk assessment which, after mapping the possible ways in which fraud could be committed, defined the necessary controls to reduce the risk of fraud and/or allowing its identification. This "anti-fraud" system is constantly updated and improved.

        In addition to defining and testing the internal control system in compliance with SOX requirements, Luxottica has also identified the necessary actions to ensure its optimal functioning over time.

        The entire system must be monitored at two levels: by line management, supervising the significant processes and by the Internal Audit department, which independently and according to an approved intervention plan must check the effectiveness of the controls and report on these to the relevant functions and bodies.

        Moreover, as a result of a comparison with other companies listed on the NYSE, the designed control system is subject to continuous improvements. Since 2007, on the basis of experience gained internally, of the independent evaluations by the external auditors and the introduction of audit standard

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no. 5 adopted by the PCAOB (Public Company Accounting Oversight Board), a process for the evaluation and rationalization of the controls is in place, which allows the Company, on the one hand, to eliminate any redundant controls that burden operations without offering a real benefit in terms of strengthening of the internal control system and, on the other hand, to define and better protect the key controls and the monitoring controls. This process is performed for all of the most important companies of the Group.

The Board of Statutory Auditors

        The Board of Statutory Auditors currently in office for the duration of three fiscal years, until the approval of the financial statements as at December 31, 2014, is composed of Francesco Vella, Chairman, Alberto Giussani and Barbara Tadolini. The alternate Auditors are Giorgio Silva and Fabrizio Riccardo Di Giusto.

        The appointment of the Board of Statutory Auditors currently in office took place through the list-based voting system: Alberto Giussani, Barbara Tadolini and Giorgio Silva were appointed from the list submitted by the principal stockholder Delfin S.à.r.l.; Francesco Vella and Fabrizio Riccardo Di Giusto were appointed from the minority list submitted by various investment funds (and to be more specific, Arca SGR S.p.A. Allianz Global Investors Italia SGR S.p.A. Anima SGR S.p.A. Eurizon Capital S.A. Eurizon Capital SGR S.p.A. FIL Investments International Fideuram Gestions S.A., Fideuram Investimenti SGR S.p.A, Interfund SICAV, Mediolanum Gestione Fondi, Pioneer Asset Management S.A. and Pioneer Investment Management SGRpA). In 2012, the minimum percentage of share capital required to present a list, as established by CONSOB, was equal to 1%. Under CONSOB resolution no. 19109 dated January 28, 2015, the minimum percentage of share capital required to present a list for the 2015 fiscal year is equal to 0.5%.

        The lists and their supporting documentation, which were filed and published within the deadlines prescribed by law at the time of the presentation of the candidacies, are available for review on the Company's website under the Company/Governance/General Meeting/Archive section.

        The procedures for the appointment of auditors are governed by article no. 27 of the Company by-laws; for more information, please refer to the Company's by-laws.

        The Board of Statutory Auditors supervises compliance with the law, the by-laws and with proper management principles, the appropriateness of the instructions given by the Company to the subsidiary companies, the appropriateness of the Company structure with respect to the areas of responsibility, the internal control system and the administrative accounting system and the reliability of the latter in the correct reporting of the management-related issues, and verifies the procedures for the implementation of the corporate governance rules provided for by the Code of Conduct, and, in accordance with the provisions of Italian Legislative Decree 39/2010, supervises the financial information process, the efficiency of the internal auditing system, the auditing of accounts and the independence of the legal auditor, and monitors the implementation of the remuneration policy. The Board also offers its opinion, pursuant to article 2389 of the Italian Civil Code, on the remuneration assigned to Directors with special roles.

        Each Auditor reports to the other Auditors and to the Board of Directors on Company transactions in which they have an interest personally or on the account of a third-party.

        The Board of Statutory Auditors presents its duly formed proposal to the Ordinary Meeting of Stockholders on the appointment of the external auditors.

        In the performance of its duties, the Board of Statutory Auditors coordinates with the Internal Audit department, the Control and Risk Committee, the Risk Management department and Compliance.

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        The Board of Statutory Auditors verified the correct application of the criteria used by the Board of Directors to assess the independence of the Directors.

        Following its appointment the Board of Statutory Auditors assessed the compliance of its members with the requirements of independence and also verified that these requirements were met during the 2014 fiscal year.

        The Board of Statutory Auditors was identified by the Board of Directors as the suitable body to act as Audit Committee as provided for by the SOX, and SEC and NYSE rules and regulations. Furthermore, in accordance with Italian law, it acts as a Committee for Internal Control and Auditing.

        Consequently, the Board of Statutory Auditors:

•

examines and discusses all the declarations required by SOX sections 302 and 906 with management;



•

examines the management reports on the internal control system and the declaration of the auditing company on the conclusions of the management in compliance with SOX section 404;



•

examines the reports of the Chief Executive Officers and Chief Financial Officer on any significant point of weakness in the planning or in the performance of internal controls which is reasonably capable of negatively affecting the capacity to record, process, summarize and disclose financial information and the shortcomings identified through the internal controls;



•

examines the reports by the Chief Executive Officers and Chief Financial Officer on any fraud involving management or related officers in the context of the internal control system;



•

evaluates the proposals of the auditing companies for the appointment as external auditor and submits a proposal on the appointment or revocation of the auditing company to the Stockholders' meeting;



•

supervises the activities of the external auditors and their supply of consulting services, other auditing services or certificates;



•

reviews periodic reports of the external auditors on: (a) the critical accounting criteria and practices to be used; (b) the alternative accounting processes generally accepted, analyzed together with management, the consequences of the use of such alternative processes and the related information, as well as the processes which are considered preferable by the external auditors; and (c) any other relevant written communication between the external auditors and management;



•

makes recommendations to the Board of Directors on the settlement of disputes between management and the external auditors regarding financial reporting;



•

approves the procedures concerning: (i) the receipt, the archiving and the treatment of reports received by the Company on accounting matters, internal control matters related to the accounts and audit-related matters; (ii) the confidential and anonymous reporting on questionable accounting or auditing matters;



•

assesses the requests to make use of the auditing company appointed to perform the auditing of the balance sheet for permitted non-audit services and expresses their opinion on the matter to the Board of Directors;



•

approves the procedures prepared by the Company for the pre-emptive authorization of the permitted non-audit services, analytically identified, and examines the reports on the supply of the authorized services.

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        With particular reference to the Form 20-F—(the Annual Report drawn up in compliance with the U.S. laws relevant for non-U.S. companies that are listed on the NYSE), the Board of Statutory Auditors, in its capacity as Audit Committee, also carries out the following tasks:

•

reviews the financial information to be disclosed in the Form 20-F, including the audited financial statements, the management report, selected financial information and information on market risk, together with the company management and auditing firm;



•

reviews the assessment of the quality and acceptability of accounting principles, the reasonableness of significant evaluations, the clarity of the disclosure of financial information, the management report, the selected financial information and information on market risk, together with the Chief Financial Officer and auditing firm; and



•

assesses the results of the regular and annual auditing of accounts and any other matters that must be communicated to the Board of Statutory Auditors by the auditing firm in accordance with the auditing principles in force in Italy and the U.S. and other applicable regulations.

        In accordance with U.S. regulations, Alberto Giussani was appointed Audit Committee Financial Expert by the Board of Directors on April 27, 2012.

        The Board of Statutory Auditors has the appropriate skills and resources to perform the above-mentioned duties.

        In 2014, the Board met fourteen times for an average meeting of two and a half hours. In the first two months of 2015, the Board met four times.

        During the year, the Statutory Auditors attended the meetings of the Control and Risk Committee, in addition to the Meeting of Stockholders and the meetings of the Board of Directors. Furthermore, the Chairman of the Board of Statutory Auditors or an Auditor appointed by the latter is invited to attend the meetings of the Human Resources Committee. In 2014, the Chairman or at least one Auditor appointed by the latter attended five of the eight meetings of the Human Resources Committee.

        Background information on the members of the Board of Statutory Auditors currently in office and on the primary offices held in other companies as at December 31, 2014 and the year of their first appointment to the Board are provided below.

Francesco Vella, Chairman

        An attorney at law, Mr. Vella is full professor of commercial law at the University in Bologna, Italy, where he currently teaches in the Master's program. He has written three essays and several publications for miscellaneous journals and magazines specialized in banking, financial and corporate matters. Mr. Vella is a member of the editorial board of the following magazines: "Banca Borsa, Titoli di Credito", "Mercato Concorrenza e Regole", "Il Mulino", "Banca, impresa e società", "Giurisprudenza Commerciale" and "Analisi giuridica dell'economia", which he helped to set up, as well as the website "lavoce.info". He has been Chairman of the Board of Statutory Auditors of the Company since April 2009.

        He is Chairman of UnipolSai Assicurazioni S.p.A. and Unipolbanca S.p.A, Chairman of the Supervisory Body of Camst Soc. Coop. a.r.l. and member of the Supervisory Body of Hera S.p.A.

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Alberto Giussani—Statutory Auditor

        Mr. Giussani received a degree in Business and Economics from the Università Cattolica in Milan, Italy. He is registered in the Register of Accountants and Tax Advisers since 1979 and in the Register of Chartered Accountants since 1995, when the Register was set up.

        Between 1981 and 2000, he was a member of the Accounting Principles Commission of the Accountants and Tax Advisers and he serves currently as a member of the Management Board of the Italian Accounting Body. Between 2001 and 2008, he was a member of the Standard Advisory Council of the IASC Foundation for the provision of international accounting principles. He was a partner in the auditing company PricewaterhouseCoopers between 1981 and 2007. He has been an Auditor of the Company since April 2009.

        He is also an auditor of Falck Renewables S.p.A. and Carlo Tassara S.p.A., member of the Board of Directors of Fastweb S.p.A., Chairman of the Board of Statutory Auditors of Vittoria Assicurazioni S.p.A. and Chairman of the Board of Directors of EI Towers S.p.A.

Barbara Tadolini—Statutory Auditor

        Ms. Tadolini graduated with a degree in Economics and Business from the Università degli Studi in Genoa. She has been registered in the Association of Certified Accountants since 1986 and has been a registered statutory auditor since 1995. She has worked with the tax consultancy firm, Arthur Andersen and leading professional firms in Genoa. She currently works independently in her own firm in Genoa. Barbara Tadolini was a member of the Board of Certified Accountants in Genoa, as well as member of the national assembly of delegates of the "Cassa Nazionale di Previdenza e Assistenza dei dottori Commercialisti", in which she currently holds the position of director. She has been an Auditor of Luxottica Group S.p.A. since April 27, 2012. She is also an Auditor of Sailmoraghi & Viganò S.p.A., VistaSì S.p.A., Burke & Novi S.r.l., and member of the Board of Directors of UnipolSai Assicurazioni S.p.A.

        All the Auditors comply with the legal requirements of such office and in particular with the requirements set forth in article no. 148, paragraph 3, of the Italian Consolidated Financial Law, and are independent in accordance with the assessment criteria set forth in article 3 of the Code of Conduct.

Auditing Firm

        The auditing activity is entrusted to an auditing company registered in the Register of Auditors, whose appointment is approved at the Ordinary Meeting of Stockholders.

        The auditing company serving until the approval of the financial statements for the year 2020 is PricewaterhouseCoopers S.p.A., in accordance with the resolution of the Ordinary Meeting of Stockholders of April 28, 2011.

Manager responsible for the preparation of the Company's financial reports

        On October 29, 2014, the Board of Directors appointed the Chief Financial Officer Stefano Grassi as the manager responsible for the preparation of the Company's financial reports to replace Enrico Cavatorta, who held the office until the aforesaid date.

        The appointed manager remains in office until: (a) termination of the entire Board of Directors that appointed him; (b) dismissal from the office; or (c) revocation of the office by the Board itself.

        The appointed manager has been granted all the powers and resources necessary to perform his duties according to the applicable regulations of the Italian Consolidated Financial Law and of the related performance regulations. In particular, the appointed manager has been granted wide powers connected to: (i) the preparation of adequate administrative and accounting procedures for the

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preparation of both the separate and consolidated financial statements as well as of any notice of a financial nature; (ii) the issue of certifications pursuant to art. 154-bis paragraph 2, of the Italian Consolidated Financial Law with reference to the acts and the communications of the Company disclosed to the market and relating to the accounting report, including half-year reports, of the Company; and (iii) the issue, together with the Chief Executive Officers, of certificates pursuant to art. 154-bis paragraph 5, of the Italian Consolidated Financial Law, with reference to the separate financial statements, the consolidated financial statements and the half-year financial statements. More generally, the appointed manager has been granted the power to perform any activity necessary or useful for the appropriate performance of the above-mentioned task including power to expend Company funds within the limits of the powers already granted to him in a separate power of attorney, with exception of the possibility to spend amounts in excess of the above-mentioned limits, where necessary and upon specific and justified request by the appointed manager, subject to prior approval by the Board of Directors.

III. BY-LAWS, CODE OF CONDUCT AND PROCEDURES

By-laws

        The current Company by-laws were most recently amended on the resolution of the Board of Directors on July 26, 2012 for the purpose of adapting the by-laws to the provision of Italian Law 120/2011 on the balance between the genders in the composition of the Company's governing bodies.

        The Board of Directors, as authorized by article 23 of the by-laws, amended articles 17 and 27 on the appointment of the Board of Directors and Board of Statutory Auditors.

        The text of the by-laws is available on the website www.luxottica.com in the Company/Governance/By-laws section.

Code of Ethics and Procedure for handling reports and complaints regarding
Violations of Principles and Rules Defined and/or Acknowledged
by Luxottica Group

        The Code of Ethics of Luxottica Group ("Code of Ethics") represents the values underlying all of the Group's business activities and is subject to constant verification and updating to reflect the proposals derived in particular from U.S. regulations.

        The Code of Ethics, originally approved by the Board of Directors on March 4, 2004, has been adapted over the years and was finally updated by the Board itself in the resolution passed on February 16, 2015.

        In addition to the Code of Ethics, there is a Procedure for the Handling of Reports and Complaints of Violations of principles and rules defined and/or acknowledged by Luxottica Group.

        The procedure covers reports, complaints and notifications of alleged fraud, violation of ethical and behavioral principles set forth in the Code of Ethics of the Group and of irregularities or negligence in accounting, internal controls and auditing.

        Complaints received from both internal and external subjects by the Group are taken into consideration: the Group undertakes to safeguard the anonymity of the informant and to ensure that the employee reporting the violation is not subject to any form of retaliation.

        The reports of violations of principles and rules defined or recognized by the Group are submitted to the Internal Audit Manager, who in turn submits them to the Chairman of the Board of Statutory Auditors.

        The Code of Ethics is available on www.luxottica.com, in the Company/Our Way/Our way of doing Business section.

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Procedure for transactions with related parties

        On October 25, 2010 the Board of Directors voted unanimously to adopt a new procedure to regulate transactions with related parties pursuant to the new provisions of CONSOB regulation 17221/2010.

        The procedure, which was approved by the former Internal Control Committee (composed exclusively of independent Directors), became applicable as of January 1, 2011.

        On February 13, 2014, the Board of Directors, in compliance with the recommendation of CONSOB (see Communication no. 10078683 dated September 24, 2010), carried out an assessment on the possibility of revising the procedure, three years from its adoption. In this regard, the Board, having achieved the favorable opinion of the Control and Risk Committee (composed solely of Independent Directors), resolved to make amendments to the Procedure, in line with the best practices on this subject.

        The procedure regulates the execution of major and minor transactions. Transactions with and among subsidiary companies, associated companies, ordinary transactions, transactions of an inferior amount (of an amount less than Euro 1 million or, with regard to the remuneration of a member of a management or control body or managers with strategic responsibilities, of an amount less than Euro 250,000) are excluded from the application of the procedure.

        The Board of Directors also reached the following decisions, among others, with regard to the interested parties involved in each individual transaction, where possible each time that: (i) the Human Resources Committee was to be involved and consulted regarding transactions for the remuneration and economic benefits of the members of the management and control bodies and managers in strategic roles and (ii) the Control and Risk Committee was to be involved in and consulted about other transactions with related parties.

        Further information on the application of the procedure with regard to remuneration and assignment of benefits to the members of the management and control bodies and managers in strategic roles are stated in the Remuneration Report drawn up in accordance with art.123-ter of the Italian Consolidated Financial Law.

        This procedure was last updated on February 16, 2015.

        The Procedure is available on the website www.luxottica.com, in the Company/Governance/Documents and Procedures section.

Internal Dealing Procedure

        On March 27, 2006, in order to implement internal dealing regulatory changes, as set forth in art. 114, seventh paragraph, of the Italian Consolidated Financial Law and articles 152-sexies et seq. of the Regulations for Issuers, the Board of Directors approved the Internal Dealing Procedure. This Procedure was last updated on February 16, 2015.

        The Internal Dealing Procedure regulates in detail the behavioral and disclosure obligations relating to transactions in Luxottica shares or American Depositary Receipts (ADRs) completed by so-called "relevant parties".

        The relevant parties—namely Directors, Auditors of the Company and Managers with strategic responsibilities (pursuant to art. 152-sexies letter c2 of the Regulations for Issuers)—inform the Company, CONSOB and the public about any transactions involving the purchase, sale, subscription or exchange of Luxottica shares or financial instruments connected to them. Transactions with an overall value of less than 5,000 euros at the end of the year and, subsequently, the transactions that do not reach a total equivalent value of a further 5,000 euros by the end of the year do not need to be reported.

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        The Procedure provides for black-out periods during which the interested parties are not allowed to trade any Luxottica securities.

        The Procedure is available on the website www.luxottica.com, in the Company/Governance/Documents and Procedures section.

Procedure for Handling Privileged Information

        On March 27, 2006, in compliance with articles 114, 115-bis of the Italian Consolidated Financial Law and of articles 152-bis et seq. of the Regulations for Issuers, as well as the regulations contained in the Code of Conduct, the Board of Directors adopted a Procedure for handling privileged information (pursuant to article 181 of the Italian Consolidated Financial Law), in order to ensure that the disclosure thereof is timely, thorough and adequate. This Procedure was last updated on February 16, 2015.

        The following persons are required, among other things, to comply with the confidentiality of such documents and information: (i) Directors; (ii) Statutory Auditors; (iii) any manager in Luxottica and in the companies belonging to the Group; and (iv) any other employees of Luxottica and of the companies belonging to the Group who, by virtue of their function or position, become aware of information and/or acquire information classified as confidential information.

        The Procedure for handling privileged information also requires the identification of the persons responsible for external relations, their expected behavior, the operational procedures and related obligations to comply with the same. The Policy also indicates the characteristics, contents and procedures for updating the Register of people with access to confidential information.

        This Register was implemented by Luxottica in order to comply with the provisions of art.115-bis of the Italian Consolidated Financial Law.

        This policy is available on the website www.luxottica.com, in the Company/Governance/Documents and Procedures section.

Appointment of External Auditors

        U.S. regulations in force provide that either the Audit Committee or the equivalent body under the specific rules of the issuer's home country must approve the services provided by external auditors to the Company and to its subsidiaries.

        To this end, the Board of Directors approved the 'Group Procedure for the Appointment of External Auditors' back in 2005, in order to protect the independence of the external auditor, which is the fundamental guarantee of the reliability of the accounting information regarding the appointing companies. This policy was last updated on July 26, 2012.

        The parent company's external auditor is the main auditor for the entire Luxottica Group.

        The limitations on the appointment contained in this policy derive from current regulations in Italy and in the United States, by virtue of the fact that the Company's shares are listed both on the MTA, organized and managed by Borsa Italiana, and on the New York Stock Exchange, without prejudice to any additional constraints imposed by any local laws applicable to the individual non-Italian subsidiary companies.

        The policy is available on the website www.luxottica.com, in the Company/Governance/Documents and Procedures section.

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IV. STOCKHOLDERS' MEETINGS

        The Board of Directors determines the venue, date and time of the stockholders' meeting in order to facilitate the participation of stockholders.

        The Luxottica Directors and Auditors endeavor to attend the meetings, in particular the Directors who, by virtue of their position, may contribute significantly to the discussion and report on the activities performed.

        The Ordinary Meeting of Stockholders is called through a notice published by the thirtieth day prior to the date fixed for the Meeting (or by the fortieth day, in the case of the appointment of company committees), on the Company website and using the other methods prescribed by CONSOB in its Regulations. The notice of call, in compliance with legal provisions, states the necessary instructions on how to participate in the General Meeting of Stockholders, including information on the methods for finding the proxy forms, which can also be accessed through the Company website.

        The Company/Governance/General Meeting section of the Company's website contains the relevant information on stockholders' meetings held during the most recent fiscal years, including the resolutions passed, the notices of call, as well as the documentation concerning the items on the agenda.

        Luxottica has adopted a Regulation for stockholders' meetings to ensure the regular and functional management of ordinary and extraordinary stockholders' meetings and to ensure that each stockholder is allowed to express an opinion on the items being discussed. The Regulation is available at the Company's registered office and at the venues in which the Stockholders' Meetings are held; the Regulation is also available to the public on the website www.luxottica.com, in the Company/Governance/Documents and Procedures section.

        Pursuant to article 12 of the by-laws, those stockholders for whom the Company has received notice by the relevant intermediary pursuant to the centralized management system of the financial instruments, pursuant to the regulations and legal provisions in force at that time, shall be entitled to attend the Meeting and to vote.

        All persons entitled to attend the Meeting may be represented by written proxy in accordance with the provisions of law.

        The proxy can also be sent via a computerized document signed electronically in accordance with article 21, paragraph 2, of Italian Legislative Decree no. 82/2005.

        The proxy may also be granted to the representative appointed by the Company with voting instructions on all or some of the proposals on the agenda in accordance with art.135-undecies of the Italian Consolidated Financial Law.

        The Company by-laws do not provide for voting by mail.

        Pursuant to article 14 of the by-laws, the provisions of the law are applied in relation to the validity of the composition of the meeting and the related resolutions.

        In 2014, the Ordinary Meeting of Stockholders convened once on April 29 to pass resolutions on the following items on the agenda:

1.

The approval of the Statutory Financial Statements for the year ended December 31, 2013.



2.

The allocation of net income and distribution of dividends.



3.

An advisory vote on the first section of the remuneration report in accordance with article 123-ter, paragraph 6 of Italian Legislative Decree no. 58/1998.

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V. INVESTOR RELATIONS

        An investor relations team, directly reporting to both the Chief Executive Officers, is dedicated to relations with the national and international financial community.

        The website www.luxottica.com has an entire section entitled Investors to provide information that may be of interest to Company stockholders and investors. In order to facilitate the knowledge of business strategies and development, the top management and Investor Relations also use typical financial communication tools, such as roadshows, conference calls and meetings with investors.

        Documents on corporate governance are also available on the website www.luxottica.com in the Company/Governance section and may be requested via e-mail at the following address: investorrelations@luxottica.com.

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SECTION IV—SUMMARY OF THE MOST RELEVANT CORPORATE EVENTS SUBSEQUENT TO THE CLOSING OF FISCAL YEAR 2014

        Below is a summary of the most significant events that occurred after the closing of fiscal year 2014 up to the date of this Report. The most significant events have already been described in the paragraphs above.

        After closing the 2014 fiscal year, the Board of Directors:

(a)

approved the new system for the powers granted the two Chief Executive Officers;



(b)

approved the annual report concerning the organizational and accounting corporate structure of Luxottica Group, in accordance with paragraph 3 of art. 2381 of the Civil Code and Principle 1.c.1. of the Code of Conduct;



(c)

on the basis of the answers to a specific questionnaire, assessed the size, composition and performance of the Board itself and of the Committees acknowledging the adequacy of the composition of the Board, of the Committees and their respective performances;



(d)

evaluated whether the requirements for independence existed, based on the information available and the information provided by the non-executive Directors by virtue of the provisions of the Italian Consolidated Financial Law and of the Code of Conduct, determining, Mario Cattaneo, Claudio Costamagna, Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa to be independent directors;



(e)

verified that the composition of the Board of Directors is compliant with the criteria established with respect to the maximum number of positions to be held in other companies;



(f)

decided to allocate specific funds to be made available to the Committees, as well as to the Board of Statutory Auditors in its capacity as Audit Committee and to the Supervisory Board in order to provide them with adequate financial resources to perform their respective tasks;



(g)

evaluated the adequacy of the internal control and risk management system as described in the report in point (b) above and by the report of the Control and Risk Committee and Internal Audit Reports;



(h)

reviewed the results of the Auditing activities carried out in 2014 and approved the audit plan for 2015, which had already been shared by the Control and Risk Committee;



(i)

on the proposal of the Human Resources Committee, approved the remuneration policy to be submitted to the Meeting of Stockholders to be held on April 24, 2015, for an advisory vote.

        In accordance with the provisions of the Code of Conduct, the Board of Statutory Auditors assessed the evaluation made by the Directors on their independence and has verified compliance with the requirements for each individual Auditor as outlined by the Code of Conduct.

Milan, March 2, 2015

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COMPOSITION OF THE BOARD OF DIRECTORS AND THE COMMITTEES—2014 FISCAL YEAR

Directors in office on December 31, 2014

NOTES

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Directors who resigned during the 2014 fiscal year

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BOARD OF STATUTORY AUDITORS—2014 FISCAL YEAR

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QuickLinks

Exhibit 99.4

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE PURSUANT TO ART.123- BIS OF THE ITALIAN CONSOLIDATED FINANCIAL LAW
Limitations to the accumulation of positions
Committees
Executive Directors
Non-executive Directors
Appointment of Directors
Human Resources Committee
Succession plans
II. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Control and Risk Committee
The Internal Audit Manager
Organization, Management and Control System pursuant to Italian Legislative Decree no. 231/2001
Sarbanes-Oxley Act
The Board of Statutory Auditors
BOARD OF STATUTORY AUDITORS—2014 FISCAL YEAR