INFORMATION TO STOCKHOLDERS NOT RESIDING IN ITALY
At the Ordinary Stockholders’ Meeting of Luxottica Group S.p.A. (the “Company”) which will be held in Milan on April 29, 2013, the Board of Directors of the Company will submit to stockholders a proposal to adopt a resolution for the distribution of a cash dividend in the amount of Euro 0.58 per Ordinary Share, and therefore per American Depositary Receipts (“ADR”) (each American Depositary Receipt represents one Ordinary Share), payable out of 2012 net income.
The Company will pay the dividend to all holders of Ordinary Shares of record on May 22, 2013, and to all holders of ADRs of record on May 22, 2013. In order to be a holder of record on May 22, 2013 and thus be entitled to such dividend, you must have purchased the Ordinary Shares or the ADRs on or before May 17, 2013.
The dividend will be paid on May 23, 2013, in Euro, by Monte Titoli S.p.A., authorized intermediary, to all depository banks of the stockholders. For the holders of ADRs, the dividend will be paid to Deutsche Bank Trust Company Americas, as depositary of the Ordinary Shares and the issuer of the ADRs, through Deutsche Bank S.p.A., as custodian under the Deposit Agreement. Deutsche Bank Trust Company Americas anticipates that dividends will be payable to all the ADR holders commencing from and after May 31, 2013, upon satisfaction of the documentation requirements referred to below, at the US Dollar/Euro exchange rate in effect on May 23, 2013.
The ADRs listed on the New York Stock Exchange will be traded ex-dividend on May 20, 2013.
Dividends paid to beneficial owners who are not Italian residents and do not have a permanent establishment in Italy to which the Ordinary Shares or ADRs are effectively connected are generally subject to a 20 percent substitute tax rate. Accordingly, the amount of the dividend paid to both: (i) holders of Ordinary Shares who are not Italian residents; and (ii) Deutsche Bank Trust Company Americas, as depositary of the Ordinary Shares and the issuer of the ADRs, through Deutsche Bank S.p.A., as custodian under the Deposit Agreement, will be subject to such Italian substitute tax. Therefore, the amount of the dividends that the holders of ADRs or holders of Ordinary Shares not residing in Italy will initially receive will be net of such Italian substitute tax.
All non-Italian resident owners of ADRs will be given the opportunity to submit to Deutsche Bank Trust Company Americas, in accordance with the procedure set forth by it, the documentation attesting to: (i) their residence for tax purposes in countries which have entered into anti-double taxation treaties with the Republic of Italy, pursuant to which reduced/NIL tax rates may become directly applicable; or (ii) their status as companies or entities subject to corporation tax and resident in States that are European Union Member States (the “EU”) or participants in the European Economic Area (the “EEA”) and are included in the list provided for by Italian Ministerial Decree, September 4, 1996 (as amended and supplemented) (the “Decree”), as such entitled to a reduced tax rate of 1.375% on distributions of profits of the tax years ending after the tax year ended December 31, 2007; or (iii) their status as pensions funds established in an EU Member State or EEA country included in the list provided for by the Decree, as such entitled to a reduced tax rate of 11%.
The Depositary has mailed to all ADR holders a document and necessary forms setting forth the detailed procedure to be used by ADR holders for the purposes of obtaining reduced/NIL tax on dividends provided for by the Italian law or the applicable tax treaties. You may also download those documents also here:
As soon as the required documentation is delivered by Deutsche Bank Trust Company Americas to Deutsche Bank S.p.A., such bank shall endeavor to effect repayment of the entire 20 percent withheld or the balance between the 20 percent withheld at the time of payment and the rate actually applicable to the ADR holder under a tax treaty or under the Italian domestic legislation, as the case may be. By way of example, Italy and the United States (as well as many other countries) are parties to a tax treaty pursuant to which the rate of the tax applicable to dividends paid by an Italian resident company to a U.S. resident entitled to the benefits under the treaty may, in certain cases, be reduced to 15.0 percent. Therefore, U.S. resident ADR holders entitled to the 15.0 percent rate provided by the currently applicable Italy-United States tax treaty have the opportunity of being repaid a further 5 percent of the gross dividend, which is the difference between the 20 percent withheld at the time of payment of the dividend and the 15.0 percent substitute tax provided for by the Italy-United States tax treaty.
Please note that in order for ADR holders to take advantage of the accelerated tax refund (Quick Refund), the certification by the applicable Tax Authority must be dated before May 23, 2013 (the dividend payment date in Euro) and it should be received by Deutsche Bank Trust Company Americas on or before September 20, 2013 or directly by Deutsche Bank S.p.A. on or before September 26, 2013.
The Company recommends to all ADR holders who are interested in taking advantage of such an opportunity that they request more detailed information as to the exact procedure to be followed from Deutsche Bank Trust Company Americas (ADR Department, telephone +1-800-876-0959; fax +1-866-888-1120, attn. Gina Seroda) or directly from the Company’s headquarters in Italy (telephone +39.02.86334718; fax +39.02.86334092).
ADR holders are further advised that once the amounts withheld are paid to the Italian tax authority, the ADR holders who are entitled to a reduced tax rate may only apply to the Italian tax authority to receive the reimbursement of the excess tax applied to the dividends received from the Company. Such procedure customarily takes years before the reimbursement is actually made. Therefore, the above-mentioned procedure for direct application of the reduced withholding rate was established by the Company in the best interest of its stockholders.