SC TO-T

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14 (d) (1) or 13 (e) (1)
of the Securities Exchange Act of 1934

and

SCHEDULE 13E-3

Transaction Statement under Section 13(e)
of the Securities Exchange Act of 1934

DE RIGO S.p.A.

(Name of Subject Company (Issuer))

DR 3 S.r.l.
ENNIO DE RIGO
WALTER DE RIGO
DE RIGO HOLDING B.V.

(Name of Filing Persons (Offerors))

Ordinary Shares, par value of €0.26 per share
and
American Depositary Shares, each representing one Ordinary Share
(Titles of Class of Securities)

245334107
(CUSIP Number of Classes of Securities)

Colin Longhurst, Managing Director
De Rigo Holding B.V.
450 Herengracht
1017 C.A. Amsterdam, the Netherlands
+31 2054 08989

Copy to:
William A. Groll, Esq.
Cleary Gottlieb Steen & Hamilton LLP
55 Basinghall Street
EC2V 5EH London, England
+ 44 207 614 2200

(Name, Address and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

TABLE OF CONTENTS

	Item 1. Summary Term Sheet
	Item 2. Subject Company Information
	Item 3. Identity and Background of Filing Person
	Item 4. Terms of the Transaction
	Item 5. Past Contacts, Transactions, Negotiations and Agreements
	Item 6. Purposes of the Transaction and Plans or Proposals
	Item 7. Source and Amount of Funds or Other Consideration
	Item 8. Interest in Securities of the Subject Company
	Item 9. Persons/Assets, Retained, Employed, Compensated or Used
	Item 10. Financial Statements
	Item 11. Additional information
	Item 12. Exhibits
	Item 13. Information Required by Schedule 13E-3
SIGNATURE
EXHIBIT INDEX
EX-99.A.1.A: OFFER TO PURCHASE
EX-99.A.1.B: FORM OF LETTER OF TRANSMITTAL
EX-99.A.1.C: FORM OF NOTICE OF GUARANTEED DELIVERY
EX-99.A.1.D: FORM OF LTR TO BROKERS, DEALERS ETC.
EX-99.A.1.E: FORM OF LETTER TO CLIENTS
EX-99.A.1.F: GUIDELINES FOR SUBSTITUTE FORM W-9
EX-99.A.1.G: TEXT OF PRESS RELEASE
EX-99.A.1.H: TEXT OF SUMMARY ADVERTISEMENT
EX-99.A.1.I: FORM OF LETTER TO ITALIAN HOLDERS
EX-99.B: CREDIT FACILITY DATED JULY 28, 2005

CALCULATION OF FILING FEE

Transaction Valuation* $84,873,040 Amount of Filing Fee** $9,989.56

*	For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 9,699,776 Ordinary Shares, par value €0.26 per share, which includes 8,899,716 Ordinary Shares represented by 8,899,716 American Depositary Shares, outstanding and not owned by the Filing Persons that may be purchased in the tender offer and (ii) the tender offer price of $8.75 per share.
**	The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is $117.70 per $1 million (prorated for amounts less than $1 million) of the aggregate Transaction Valuation. The filing fee is calculated by multiplying the aggregate offering amount by 0.0001177.
o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
þ	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
þ	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

CUSIP Number: 245334107 Page 2

     This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company (“De Rigo Holding”) that is owned and controlled by Ennio De Rigo and Walter De Rigo (the “De Rigo Brothers”), to purchase any and all outstanding Ordinary Shares, par value €0.26 per share (the “Ordinary Shares”), and American Depositary Shares, each representing one Ordinary Share (the “ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), at a purchase price of $8.75 per Ordinary Share and per ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 4, 2005 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. As more specifically outlined below, the information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference herein.

     This Schedule TO also constitutes a Schedule 13E-3 in accordance with Instruction I to Schedule 13E-3.

Item 1. Summary Term Sheet.

     This information is set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET” and is incorporated herein by reference.

Item 2. Subject Company Information.

     This information is set forth in the sections of the Offer to Purchase entitled “THE TENDER OFFER — Certain Information Concerning De Rigo” and “THE TENDER OFFER — Price Range of Ordinary Shares and ADSs; Dividends” and is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     This information is set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers” and is incorporated herein by reference.

Item 4. Terms of the Transaction.

     This information is set forth in the sections of the Offer to Purchase entitled “SUMMARY TERM SHEET,” “THE TENDER OFFER — Terms of the Offer,” “THE TENDER OFFER — Withdrawal Rights,” “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs,” “THE TENDER OFFER — Acceptance for Payment and Payment for Ordinary Shares and ADSs” and “THE TENDER OFFER — Certain Tax Consequences of the Offer” and is incorporated herein by reference.

CUSIP Number: 245334107 Page 3

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     This information is set forth in the sections of the Offer to Purchase entitled “SPECIAL FACTORS — Background of the Offer,” “SPECIAL FACTORS — Contacts or Transactions with De Rigo” and “THE TENDER OFFER — Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers” and is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     This information is set forth in the sections of the Offer to Purchase entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS — Purpose of and Reasons for the Offer,” “SPECIAL FACTORS — Certain Effects of the Offer” and “SPECIAL FACTORS — Plans for De Rigo and the Ordinary Shares and ADSs Following the Offer” and is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     This information is set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Source and Amount of Funds” and is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

     This information is set forth in the sections of the Offer to Purchase entitled “SPECIAL FACTORS — Interests of Certain Persons in the Offer; Security Ownership; Transactions and Arrangements Concerning the Ordinary Shares and ADSs” and “THE TENDER OFFER — Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers ” and is incorporated herein by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

     This information is set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Fees and Expenses” and is incorporated herein by reference.

Item 10. Financial Statements.

     The financial statements of DR 3, De Rigo Holding and the De Rigo Brothers and pro forma financial information disclosing the effect of the transaction are not material to the Offer. The information set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET — Is your financial condition relevant to my decision whether to tender my ordinary shares or ADSs in the offer?” is incorporated herein by reference.

Item 11. Additional information.

     This information is set forth in the sections of the Offer to Purchase entitled “THE TENDER OFFER — Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulations,” “THE TENDER OFFER—Certain Information Concerning DR 3, De Rigo Holding and the De Rigo

CUSIP Number: 245334107 Page 4

Brothers” and “THE TENDER OFFER — Certain Legal Matters” and is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(A)	Offer to Purchase, dated August 4, 2005
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G)	Text of Press Release Issued by De Rigo Holding
(a)(1)(H)	Text of Summary Advertisement
(a)(1)(I)	Form of Letter to Italian Holders of Record of ADSs or Ordinary Shares
(b)	Credit Facility, dated July 28, 2005, among DR 3, De Rigo Holding, as guarantor, and Banca Intesa S.p.A., in the aggregate principal amount of $90,000,000, executed by exchange of correspondence pursuant to the Italian Presidential Decree of April 26, 1986, no. 131
(d)(1)	None.
(g)	None.
(h)	None.

Item 13. Information Required by Schedule 13E-3.

     The information set forth in the Offer to Purchase is incorporated by reference herein. As more specifically outlined below, the information required by Schedule 13E-3 that is additional to that required by Schedule TO is incorporated herein from the Offer to Purchase as follows.

     Schedule 13E-3, Item 2. Subject Company Information.

     This information is set forth in the sections of the Offer to Purchase entitled “THE TENDER OFFER — Price Range of Ordinary Shares and ADSs; Dividends” and “THE TENDER OFFER — Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers” and is incorporated herein by reference.

CUSIP Number: 245334107 Page 5

     Schedule 13E-3, Item 4. Terms of the Transaction.

     This information is set forth in the sections of the Offer to Purchase entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS — Certain Effects of the Offer,” “SPECIAL FACTORS — Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer,” “SPECIAL FACTORS — Position of De Rigo’s Board of Directors Regarding Fairness of the Offer” and “THE TENDER OFFER — Certain Legal Matters” and is incorporated herein by reference.

     Schedule 13E-3, Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     This information is set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers” and is incorporated herein by reference.

     Schedule 13E-3, Item 6. Purposes of the Transaction and Plans or Proposals.

     This information is set forth in the sections of the Offer to Purchase entitled “SPECIAL FACTORS — Purpose of and Reasons for the Offer,” “SPECIAL FACTORS — Certain Effects of the Offer” and “THE TENDER OFFER — Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulations” and is incorporated herein by reference.

     Schedule 13E-3, Item 7. Purposes, Alternatives, Reasons and Effects.

     This information is set forth in the sections of the Offer to Purchase entitled “SUMMARY TERM SHEET,” “SPECIAL FACTORS — Purpose of and Reasons for the Offer,” “SPECIAL FACTORS — Certain Effects of the Offer,” “THE TENDER OFFER — Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulations” and “THE TENDER OFFER — Certain Tax Consequences of the Offer” and is incorporated herein by reference.

     Schedule 13E-3, Item 8. Fairness of the Transaction.

     This information is set forth in the sections of the Offer to Purchase entitled “SPECIAL FACTORS — Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer” and “SPECIAL FACTORS — Position of De Rigo’s Board of Directors Regarding Fairness of the Offer” and is incorporated herein by reference.

     Schedule 13E-3, Item 9. Reports, Opinions, Appraisals and Certain Negotiations.

     This information is set forth in the sections of the Offer to Purchase entitled “SPECIAL FACTORS — Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer” and “SPECIAL FACTORS — Positions of De Rigo’s

CUSIP Number: 245334107 Page 6

     Board of Directors Regarding Fairness of the Offer” and is incorporated herein by reference.

     Schedule 13E-3, Item 10. Source and Amounts of Funds or Other Consideration.

     This information is set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Fees and Expenses” and is incorporated herein by reference.

     Schedule 13E-3, Item 12. The Solicitation or Recommendation.

     This information is set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET — Will members of De Rigo’s Board of Directors or De Rigo’s executive officers holding ordinary shares or ADSs tender into the offer?” and “SPECIAL FACTORS — Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer” and is incorporated herein by reference.

     Schedule 13E-3, Item 13. Financial Information.

(a)	This information is set forth in the section of the Offer to Purchase entitled “THE TENDER OFFER — Certain Information Concerning De Rigo” and is incorporated herein by reference.
(b)	Pro forma financial information disclosing the effect of the transaction is not material to the Offer. The information set forth in the section of the Offer to Purchase entitled “SUMMARY TERM SHEET — Is your financial condition relevant to my decision whether to tender my ordinary shares or ADSs in the offer?” is incorporated herein by reference.

     Schedule 13E-3, Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(b) None.

     Schedule 13E-3, Item 16. Exhibits.

(a)	None.
(f)	None.

CUSIP Number: 245334107

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 4, 2005

DR 3 S.r.l.
	By:   /s/ Massimo De Rigo
	Name: Massimo De Rigo
	Title: Managing Director
De Rigo Holding B.V.
	By:   /s/ Colin Longhurst
	Name: Colin Longhurst
	Title: Managing Director
Ennio De Rigo
	/s/ Ennio De Rigo
Walter De Rigo
	/s/ Walter De Rigo

CUSIP Number: 245334107 Page 8

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated August 4, 2005
(a)(1)(B)	Form of Letter of Transmittal
(a)(1)(C)	Form of Notice of Guaranteed Delivery
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G)	Text of Press Release Issued by De Rigo Holding
(a)(1)(H)	Text of Summary Advertisement
(a)(1)(I)	Form of Letter to Italian Holders of Record of ADSs or Ordinary Shares
(b)	Credit Facility, dated July 28, 2005, among DR 3, De Rigo Holding, as guarantor, and Banca Intesa S.p.A., in the aggregate principal amount of $90,000,000, executed by exchange of correspondence pursuant to the Italian Presidential Decree of April 26, 1986, no. 131

EX-99.A.1.A

Exhibit (a)(1)(A)

Offer to Purchase for Cash

Any and All Outstanding Ordinary Shares and American Depositary Shares

(each American Depositary Share representing one Ordinary Share)

of

DE RIGO S.p.A.

at

$8.75 Per Ordinary Share and Per American Depositary Share

by

DR 3 S.r.l.

a wholly-owned subsidiary of

DE RIGO HOLDING B.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON FRIDAY, SEPTEMBER 9, 2005, UNLESS THE OFFER IS EXTENDED.

          DR 3 S.r.l., an Italian limited liability company and a wholly-owned subsidiary of De Rigo Holding B.V., is seeking to acquire for cash any and all outstanding ordinary shares and American Depositary Shares, or ADSs, each representing one ordinary share, of De Rigo S.p.A., an Italian stock corporation, upon the terms and subject to the conditions set forth in this document and in the related letter of transmittal. We refer to our offer, upon the terms and subject to the conditions in this document and the related letter of transmittal, as they may be amended and supplemented, as the “offer.”

          The offer is not conditioned on any specified number of ordinary shares and ADSs being tendered or on the availability of financing. The offer is subject to the terms and conditions set forth in this document. A summary of the principal terms of the offer appears on pages 1 through 5. You should read this entire document carefully before deciding whether to tender your ordinary shares or ADSs.

          You may direct questions and requests for assistance and for additional copies of this document, the related letter of transmittal and notice of guaranteed delivery to D.F. King & Co., Inc., the information agent for the offer, or Lehman Brothers, the dealer manager for the offer, at the addresses and telephone numbers set forth on the back cover of this document.

          NONE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES COMMISSION, OR THE SECURITIES REGULATORY AUTHORITY OF ANY OTHER JURISDICTION HAS: (A) APPROVED OR DISAPPROVED THE OFFER; (B) PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER; OR (C) PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

          THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY, AND NO COPIES OF THIS DOCUMENT OR ANY OTHER DOCUMENT RELATING TO THE OFFER HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF THIS DOCUMENT AND OTHER DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

The dealer manager for the offer is

Lehman Brothers

August 4, 2005

IMPORTANT

       If you want to tender all or part of your ordinary shares or ADSs, you must do one of the following before the offer expires:

      In the case of ordinary shares, all of which are held in certificated form, complete and sign the letter of transmittal for the offer, which is enclosed with this document, in accordance with the instructions contained in the letter of transmittal (having your signature on the letter of transmittal medallion guaranteed if required by the letter of transmittal), mail or deliver the letter of transmittal (or an originally signed facsimile thereof) and any other required documents, including the certificate for your ordinary shares, to The Bank of New York, the tender agent for the offer.

      In the case of ADSs held in book-entry form, all of which are held through facilities of The Depository Trust Company, or DTC, request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you.

      In the case of ADSs held in certificated form, complete and sign the letter of transmittal for the offer, which is enclosed with this document, in accordance with the instructions contained in the letter of transmittal (having your signature on the letter of transmittal medallion guaranteed if required by the letter of transmittal), mail or deliver the letter of transmittal (or an originally signed facsimile thereof) and any other required documents, including the certificate for your ADSs, known as an American Depositary Receipt or ADR, to the tender agent for the offer.

      Any holder of ordinary shares or ADSs who desires to tender ordinary shares or ADSs pursuant to the offer and whose share certificates or ADRs representing such ADSs are not immediately available, or who cannot comply in a timely manner with the procedures for tendering ADSs by book-entry transfer, or who cannot deliver all required documents to the tender agent by the expiration date of the offer, may tender such ordinary shares or ADSs pursuant to the offer by following the procedures for guaranteed delivery described in “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs.”

      Holders of ADSs held in the De Rigo Global Buy DIRECT Plan must complete and deliver a letter of transmittal, but need not deliver an ADR.

      References in this document to “we,” “us” or “our” refer to DR 3 S.r.l. and, unless the context otherwise requires, De Rigo Holding B.V. and the De Rigo brothers, references to “DR 3” are to DR 3 S.r.l., references to “De Rigo Holding” are to De Rigo Holding B.V., references to “De Rigo” are to De Rigo S.p.A. and references to the “De Rigo brothers” are to Mr. Ennio De Rigo, Chairman of the Board of Directors and Chief Executive Officer of De Rigo, an owner and a director of De Rigo Holding and a director of DR 3, and Mr. Walter De Rigo, a director of De Rigo and an owner and a director of De Rigo Holding.

      TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS DOCUMENT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE UNITED STATES INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY DR 3 IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY DR 3 OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET			1
INTRODUCTION			6
SPECIAL FACTORS			8
	Background of the Offer		8
	Purpose of and Reasons for the Offer		8
	Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer		9
	Position of De Rigo’s Board of Directors Regarding Fairness of the Offer		12
	Certain Effects of the Offer		12
	Plans for De Rigo and the Ordinary Shares and ADSs Following the Offer		13
	Conduct of De Rigo’s Business if the Offer is Not Completed		14
	Interests of Certain Persons in the Offer; Security Ownership; Transactions and Arrangements Concerning the Ordinary Shares and ADSs		14
	Contacts or Transactions with De Rigo		15
THE TENDER OFFER			16
	1.   Terms of the Offer		16
	2.   Acceptance for Payment and Payment for Ordinary Shares and ADSs		17
	3.   Procedure for Tendering Ordinary Shares or ADSs		18
	4.   Withdrawal Rights		21
	5.   Certain Tax Consequences of the Offer		22
	6.   Price Range of Ordinary Shares and ADSs; Dividends		24
	7.   Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulations		24
	8.   Certain Information Concerning De Rigo		26
	9.   Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers		31
	10. Source and Amount of Funds		33
	11. Certain Conditions of the Offer		33
	12. Certain Legal Matters		35
	13. Fees and Expenses		37
	14. Miscellaneous		37

i

SUMMARY TERM SHEET

       DR 3 is offering to purchase any and all outstanding ordinary shares and ADSs of De Rigo for $8.75 net per ordinary share or ADS in cash, without interest and less any required withholding taxes. The following are some of the questions you, as a holder of ordinary shares or ADSs, may have and answers to those questions. We urge you to read this entire document and the related letter of transmittal carefully because the information in this summary is intended only as an overview of the material information and additional important information is contained in the remainder of this document and the letter of transmittal.

Who is offering to buy my ordinary shares or ADSs?

      DR 3 is an Italian limited liability company formed for the purpose of making this offer. DR 3 is owned directly by De Rigo Holding, which is owned and controlled by Mr. Ennio De Rigo and Mr. Walter De Rigo. The De Rigo brothers currently own, primarily through De Rigo Holding, an aggregate of 77.2% of De Rigo. See “INTRODUCTION,” “SPECIAL FACTORS — Background of the Offer” and “— Interests of Certain Persons in the Offer; Security Ownership; Transactions and Arrangements Concerning the Ordinary Shares and ADSs.”

What are the classes and amounts of securities being sought in the offer?

      We are offering to purchase any and all outstanding ordinary shares and ADSs (each ADS representing one ordinary share) of De Rigo not owned by us. See “INTRODUCTION” and “THE TENDER OFFER — Terms of the Offer.”

Who can participate in the offer?

      The offer is open to all holders and beneficial owners of ordinary shares and ADSs. The tender offer is not being made in Italy, and the tender offer materials will not be distributed in Italy (except that, as required by law, holders of record or those appearing on a securities position listing as holders of ordinary shares or ADSs, including the very limited number of such holders located or resident in Italy, will be sent tender offer materials).

How much are you offering to pay?

      We are offering to pay you $8.75 per ordinary share and per ADS, net to you in cash, without interest and less any required withholding taxes. This constitutes a premium of 24.8% over the closing market price for ADSs on the New York Stock Exchange, or NYSE, on August 3, 2005, the last trading day before we announced the offer, which was $7.01 per ADS. The offer price also represents a premium over the average of the closing prices for ADSs for the one-year, three-year and five-year periods ending on the last trading day before we announced the offer of 21.7%, 60.8% and 42.1%, respectively. The offer price is also higher than any closing price for the ADSs recorded since May 2001. See “INTRODUCTION,” “SPECIAL FACTORS — Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer,” “THE TENDER OFFER — Terms of the Offer” and “— Price Range of Ordinary Shares and ADSs; Dividends.”

Will I have to pay any fees or commissions?

      If you are the registered holder of ordinary shares on De Rigo’s books or the registered holder of ADSs on the books of The Bank of New York and you tender your ordinary shares or ADSs to us in the offer, you will not have to pay brokerage fees, or surrender, withdrawal or cancellation fees or similar expenses. If you own your ADSs through a broker or other nominee, and your broker tenders your ADSs on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See “INTRODUCTION” and “THE TENDER OFFER — Fees and Expenses.”

1

What are the tax consequences of tendering my ordinary shares or ADSs?

      If you are a U.S. taxpayer, your receipt of cash for ordinary shares or ADSs in the offer will be a taxable transaction for income tax purposes under applicable U.S. laws. You will generally recognize gain or loss in an amount equal to the difference between (a) the cash you receive in the offer and (b) your adjusted tax basis in the ordinary shares or ADSs you sell in the offer. That gain or loss will be capital gain or loss if the ordinary shares or ADSs are a capital asset in your hands, and will be long-term capital gain or loss if you have held the ordinary shares or ADSs for more than one year at the time the offer is completed. If you do not complete and sign a Substitute Form W-9 or a Form W-8BEN or other Form W-8, as applicable, you also may be subject to required backup U.S. federal income tax withholding. You are urged to consult your own tax advisor as to the particular tax consequences of the offer to you. See “THE TENDER OFFER — Certain Tax Consequences of the Offer — Certain U.S. Income Tax Consequences.”

      Your receipt of cash consideration in exchange for your ordinary shares or ADSs may be subject to Italian capital gains tax. See “THE TENDER OFFER — Certain Tax Consequences of the Offer — Certain Italian Tax Consequences.”

Do you have the financial resources to make payment?

      Yes. We will have sufficient funds to pay for all ordinary shares and ADSs validly tendered and not withdrawn in the offer. These funds will be available to us from a combination of contributions and shareholder loans from De Rigo Holding and borrowings under a credit facility, dated July 28, 2005, among DR 3, De Rigo Holding, as guarantor, and Banca Intesa S.p.A. See “THE TENDER OFFER — Source and Amount of Funds.”

Is your financial condition relevant to my decision whether to tender my ordinary shares or ADSs in the offer?

      We do not think our financial condition is relevant to your decision whether to tender your ordinary shares or ADSs pursuant to the offer because (a) we are offering to purchase all outstanding ordinary shares and ADSs, (b) the offer is solely for cash and (c) the offer is not subject to any financing condition. See “THE TENDER OFFER — Source and Amount of Funds” and “— Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers.”

Is there a minimum number of ordinary shares or ADSs that must be tendered in order for you to purchase any securities?

      No, there is no minimum number of ordinary shares or ADSs that must be tendered as a condition to our offer. The offer is subject to a number of customary conditions. See “THE TENDER OFFER — Certain Conditions of the Offer.”

Why are you making this offer?

      We believe that De Rigo has not benefited, and will not, for the foreseeable future, benefit, from the advantages of having a publicly traded stock, such as the ability to raise additional equity capital or to use its stock as an acquisition currency, and that these advantages have been outweighed by the expense and administrative burdens of remaining a public company listed on a U.S. public stock exchange, especially in light of regulatory developments in the United States. In consideration of these factors, DR 3 was formed for the purpose of making this offer to facilitate taking De Rigo private. See “SPECIAL FACTORS — Background of the Offer” and “— Purpose of and Reasons for the Offer.”

Has the offer been approved by De Rigo’s Board of Directors?

      De Rigo’s Board of Directors currently consists of seven members, four of whom are executive officers of De Rigo: Mr. Ennio De Rigo, Mr. Maurizio Dessolis, Mr. Massimo De Rigo and Mr. Michele Aracri. Of the remaining three directors, only one director, Professor Enrico Valdani, is neither an officer of De Rigo nor

2

affiliated with De Rigo, De Rigo Holding or DR 3. Mrs. Emiliana De Meio De Rigo is the wife of Mr. Ennio De Rigo, who is Chairman of the Board and Chief Executive Officer of De Rigo, and Mr. Walter De Rigo is an owner and director of De Rigo Holding. In addition to being an executive officer of De Rigo, (i) Mr. Dessolis is the son-in-law of Mr. Ennio De Rigo and Mrs. Emiliana De Meio De Rigo and is a Managing Director of De Rigo Holding and (ii) Mr. Massimo De Rigo is the son of Mr. Ennio De Rigo and Mrs. Emiliana De Meio De Rigo. Mr. Ennio De Rigo, Mr. Dessolis and Mr. Massimo De Rigo are also directors of DR 3. In light of the potential conflicts of interest resulting from these familial and employment relationships and business affiliations, we did not believe it appropriate to ask the Board of Directors of De Rigo to approve the offer.

      Significantly, under Italian law, no action is required to be taken by De Rigo’s Board of Directors in connection with the offer. Accordingly, the offer is made without seeking the prior approval of De Rigo’s Board of Directors and is not conditioned on the receipt of the approval of De Rigo’s Board of Directors. Under U.S. law, within ten business days after the commencement date of the offer, De Rigo is required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to file with the Securities and Exchange Commission, or SEC, and distribute to holders of ordinary shares and ADSs a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 containing a statement of De Rigo’s position with respect to the offer. See “SPECIAL FACTORS — Position of De Rigo’s Board of Directors Regarding Fairness of the Offer.”

How long do I have to decide whether to tender my ordinary shares or ADSs in the offer?

      You will have until 5:00 p.m., New York City time, on Friday, September 9, 2005, unless we extend the offer. If you cannot deliver your ordinary shares or ADSs or other documents to the tender agent before that time, you may be able to make a valid tender using the guaranteed delivery procedure, which we describe later in this document. See “THE TENDER OFFER — Terms of the Offer” and “— Procedure for Tendering Ordinary Shares or ADSs.”

Can the offer be extended and under what circumstances?

      Yes. Subject to applicable rules and regulations of the SEC, we may extend the offer at any time or from time to time for any reason, including if, at the time the offer is scheduled to expire (including at the end of an earlier extension), any of the offer conditions are not satisfied (or waived by us) or if we are required to extend the offer by the rules of the SEC. During any extension of the offer, all shares and ADSs previously tendered and not withdrawn will remain subject to the terms of the offer, including the right of a tendering holder to withdraw such holder’s shares or ADSs. See “THE TENDER OFFER — Terms of the Offer” and “— Procedure for Tendering Ordinary Shares or ADSs.”

Will there be a subsequent offering period?

      We may elect and we reserve the right to provide a “subsequent offering period” of between three and 20 business days for the offer. A subsequent offering period, if one is provided, will be an additional period of time beginning after we have purchased all ordinary shares and ADSs validly tendered during the offer, during which holders may tender their ordinary shares and ADSs and receive the offer consideration promptly. There would be no condition to our purchase of ordinary shares or ADSs validly tendered during the subsequent offering period, and tendering holders would not be allowed to withdraw their ordinary shares or ADSs. See “THE TENDER OFFER — Terms of the Offer.”

How will you notify me if you extend the offer?

      If we extend the offer, we will inform D.F. King & Co., Inc., the information agent for the offer, The Bank of New York, the tender agent for the offer, and Lehman Brothers, the dealer manager for the offer, of that fact and will make a public announcement of the extension by not later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See “THE TENDER OFFER — Terms of the Offer.”

3

How do I tender my ordinary shares or ADSs?

      To tender your ordinary shares or ADSs, you must deliver the share certificates or ADRs representing your ordinary shares or ADSs, respectively, together with a completed and signed letter of transmittal and any other documents required, to the tender agent not later than the time the offer expires. If you hold your ADSs in the De Rigo Global Buy DIRECT Plan, you must complete and deliver a letter of transmittal, but you do not need to deliver an ADR. If your ADSs are held in book-entry form, your ADSs can only be tendered by your nominee through The Depository Trust Company. If you cannot deliver your share certificates, ADRs or other required document to the tender agent by the expiration of the offer, you may still validly tender your ordinary shares or ADSs by having a broker, a bank or other fiduciary, which is a member in good standing of the Securities Transfer Agents Medallion Program or other eligible institution that would be eligible according to the offer, guarantee that the missing items will be received by the tender agent within three NYSE trading days. However, the tender agent must receive the missing items within that three trading day period or your ordinary shares or ADSs will not have been validly tendered. See “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs.”

Until when can I withdraw ordinary shares or ADSs that I have tendered?

      You can withdraw ordinary shares or ADSs that you have previously tendered at any time until the offer has expired and, if we have not agreed to accept your ordinary shares or ADSs for payment by October 2, 2005, you can withdraw them at any time after such time until we accept ordinary shares or ADSs for payment. If we decide to provide a subsequent offering period, we will accept ordinary shares or ADSs tendered during that period immediately upon tender and thus you will not be able to withdraw ordinary shares or ADSs tendered in the offer during any subsequent offering period. See “THE TENDER OFFER — Withdrawal Rights.”

How do I withdraw ordinary shares or ADSs that I have tendered?

      To withdraw ordinary shares or ADSs that you have previously tendered, you must deliver a signed notice of withdrawal with the required information to the tender agent at a time when you still have the right to withdraw the ordinary shares or ADSs. See “THE TENDER OFFER — Withdrawal Rights.”

Do I have appraisal rights with respect to the offer?

      There are no appraisal rights available in connection with the offer. See “SPECIAL FACTORS — Certain Effects of the Offer” and “THE TENDER OFFER — Certain Legal Matters.”

If I do not tender my ADSs but the offer is completed, what will happen to my ADSs?

      Following consummation of the offer, the number of ADSs that are available for trading and the number of holders of ADSs may be so small that there will no longer be an active public trading market (or, possibly, any public trading market) for the ADSs. Also, the ADSs may no longer be eligible to be traded on the NYSE or any other securities exchange, and De Rigo may be able to cease making filings with the SEC or otherwise cease being required to comply with the SEC’s rules relating to publicly held companies.

      We intend, to the extent possible after the consummation of the offer, to cause the delisting of the ADSs from the NYSE. We also intend to cause De Rigo to terminate the existing deposit agreement between De Rigo and The Bank of New York, as ADS depositary, dated as of October 25, 1995 (referred to herein as the “deposit agreement”), under which the ADSs were issued. If the deposit agreement is terminated, and you still hold ADSs, you will be entitled to receive one ordinary share of De Rigo in exchange for each ADS held by you upon surrender of your ADSs. However, at any time after the expiration of one year from the date of termination, the ADS depositary may sell the ordinary shares underlying ADSs that have not been surrendered and hold uninvested the proceeds on behalf of holders. There is no public trading market for the ordinary shares, and De Rigo would not be under any obligation to list the ordinary shares or otherwise attempt to create such a market following any such delisting and termination.

4

      We also intend, to the extent possible after consummation of the offer, to cause De Rigo to deregister the ADSs and the ordinary shares underlying the ADSs, both of which are currently registered under the Exchange Act, so that De Rigo will no longer be obligated to file any reports with the SEC.

      See “SPECIAL FACTORS — Purpose of and Reasons for the Offer,” “— Certain Effects of the Offer,” “— Plans for De Rigo and the Ordinary Shares and ADSs Following the Offer” and “THE TENDER OFFER — Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulation.”

Will members of De Rigo’s Board of Directors or De Rigo’s executive officers holding ordinary shares or ADSs tender into the offer?

      Mr. Ennio De Rigo and Mr. Walter De Rigo are part of the bidder group (with De Rigo Holding and DR 3) and therefore will not be tendering the ordinary shares and ADSs that they already own, either directly or through De Rigo Holding. The remaining members of De Rigo’s Board of Directors (other than Mr. Maurizio Dessolis and Mr. Michele Aracri) do not own any ordinary shares or ADSs. Mr. Dessolis, who owns 46,240 ADSs, will not tender because, as a director of DR 3, his sale of ADSs to DR 3 would be subject to certain corporate formalities required by Italian corporate law, including approval of DR 3’s shareholders and a process of appraisal. However, after consummation of the offer, Mr. Dessolis expects to sell the ADSs owned by him to De Rigo Holding. Any such sale would be at a price equal to the offer price. Mr. Aracri, who owns 800,000 ordinary shares and 70,000 ADSs, has indicated that he has not decided whether he will tender his ordinary shares and ADSs into the offer.

      Because of the confidential nature of the offer, we have not disclosed our intention to make the offer to any executive officers of De Rigo who are not also members of De Rigo’s Board of Directors and therefore do not know whether they will tender any ordinary shares or ADSs owned by them into the offer.

What is the market value of my ADSs as of a recent date?

      On August 3, 2005, the last trading day before we announced the offer, the closing price of the ADSs reported on the NYSE was $7.01 per ADS. We advise you to obtain a recent quotation for ADSs in deciding whether to tender your ADSs or ordinary shares. De Rigo’s ordinary shares are not traded on any public market. See “THE TENDER OFFER — Price Range of Ordinary Shares and ADSs; Dividends.”

Whom can I talk to if I have questions about the offer?

      You can call D.F. King & Co., Inc., the information agent for the offer, toll free from within the United States at 800-859-8511 (or collect at 212-269-5550 if you are a bank or broker) or Lehman Brothers, the dealer manager for the offer, at 212-526-7850. See the back cover page of this document for additional information on how to contact our information agent or dealer manager.

5

To All Holders of Ordinary Shares and American Depositary Shares of De Rigo:

INTRODUCTION

       DR 3 S.r.l., an Italian limited liability company and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company that is owned by the De Rigo brothers, hereby offers to purchase any and all outstanding ordinary shares and American Depositary Shares, or ADSs, each representing one ordinary share, of De Rigo S.p.A., an Italian stock corporation, at $8.75 per ordinary share or ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this document and in the related letter of transmittal.

      Tendering holders whose ordinary shares are registered in their own names on De Rigo’s books or whose ADSs are registered in their own names on the books of The Bank of New York, as depositary for the ADSs, also referred to as the ADS depositary, and who tender directly to the tender agent will not be charged brokerage fees or commissions or, except as set forth in Instruction 6 of the letter of transmittal, transfer taxes on the purchase of ordinary shares or ADSs by us. Holders who hold their ADSs through a broker, dealer, commercial bank, trust company or nominee should consult with that institution as to whether it charges any service fees to tender the ADSs on their behalf. Holders of ordinary shares and ADSs who do not complete and sign a Substitute Form W-9 or a Form W-8BEN or other Form W-8, as applicable, may be subject to required backup U.S. federal income tax withholding. Holders of ADSs who tender their ADSs will not have to pay any surrender, withdrawal or cancellation fees otherwise payable pursuant to the deposit agreement. We will pay all charges and expenses of the ADS depositary, the dealer manager, the information agent and the tender agent for the offer.

      Holders that are not U.S. persons may have to comply with certification procedures to establish non-U.S. status in order to avoid information reporting and backup withholding tax requirements.

      The offer will expire at 5:00 p.m., New York City time, on Friday, September 9, 2005, unless extended.

      The purpose of the offer is to acquire as many additional ordinary shares and ADSs as possible to facilitate taking De Rigo private.

      The offer is not conditioned on any specified number of ordinary shares and ADSs being tendered or on the availability of financing. The offer is, however, subject to certain other terms and conditions. See “THE TENDER OFFER — Certain Conditions of the Offer.”

      No appraisal rights are available in connection with the offer. See “SPECIAL FACTORS — Certain Effects of the Offer.”

      This document and the related letter of transmittal contain important information that should be read carefully and in their entirety before any decision is made with respect to the offer.

      Unless otherwise specified in this document, or if the context otherwise requires, references to “$”, “U.S.$” or “U.S. dollars” are to U.S. dollars and references to “€” or “Euros” are to the currency of the European Union. All cash payments to be made in respect of purchases of ordinary shares and ADSs pursuant to the offer will be paid in U.S. dollars.

6

Forward-looking Statements

       This document and the documents incorporated by reference into this document include certain forward-looking statements. These forward-looking statements appear throughout this document and include statements regarding our intent, belief or current expectations, including De Rigo’s projections and statements concerning our plans with respect to the acquisition of all the ordinary shares and ADSs. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our and De Rigo’s control, that could cause actual results to differ materially from such statements. Factors that may cause or contribute to such differences include: effects on De Rigo from competition with other eyewear producers, material changes in consumer demand or preferences, significant economic developments in De Rigo’s primary markets, significant changes in labor, material and other costs affecting the construction of new plants, significant changes in the costs of principal raw materials, significant exchange rate movements or changes in De Rigo’s legal and regulatory environment, including developments related to the Italian Government’s investment incentive or similar programs, the ability to execute fully our business strategy after taking De Rigo private and other risks and uncertainties described in De Rigo’s filings with the SEC. We are under no obligation, and expressly disclaim any intention or obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

      Except as otherwise set forth herein, the information concerning De Rigo contained in this document has been furnished by De Rigo or taken from or based upon publicly available documents and records on file with the SEC and other public sources.

7

SPECIAL FACTORS

Background of the Offer

      De Rigo is a società per azioni (stock corporation) organized under the laws of the Republic of Italy. It is primarily engaged in the design, manufacture and marketing of high-quality eyewear in the mid- and premium-price range categories and is one of the largest optical retailers in Europe through its Dollond & Aitchison and General Optica retail chains. It was incorporated in 1978 as a società a responsabilità limitata, or limited liability company, in Limana, Italy, and subsequently converted into a stock corporation. In October 1995, the ADSs were first listed on the NYSE following an initial public offering of 8,900,000 ADSs (representing an equal number of ordinary shares) for $16.00 per ADS. Prior to the initial public offering, De Rigo was a private company wholly owned by Mr. Ennio De Rigo, Mr. Walter De Rigo and Mr. Michele Aracri.

      Mr. Ennio De Rigo, the Chairman of the Board of Directors of De Rigo, and Mr. Walter De Rigo, a director of De Rigo, beneficially own an aggregate of 77.2% of De Rigo’s outstanding ordinary shares, of which approximately 75% is owned directly by De Rigo Holding. The De Rigo brothers established De Rigo Holding to hold and manage their interests in De Rigo and to make investments in other industrial sectors in which they participate. They also each hold a small percentage of De Rigo ordinary shares directly.

      We believe that De Rigo has not benefited and will not, for the foreseeable future, benefit, from the advantages of having a publicly traded stock, such as the ability to raise additional equity capital or to use its stock as an acquisition currency, and that these advantages have been outweighed by the expense and administrative burdens of remaining a public company listed on a U.S. public stock exchange, especially in light of regulatory developments in the United States. In light of these factors we came to consider the desirability of continuing to operate De Rigo as a publicly traded company and determined that we would prefer to again own 100% of De Rigo and hold it as a private company. We did not formally consider or evaluate any other type of transaction as an alternative to the offer.

      In July 2005, De Rigo Holding caused the formation of DR 3 for the purpose of making a tender offer for all outstanding ordinary shares and ADSs. DR 3 has not engaged in any activities other than those incident to its organization and the making of the offer. On August 4, 2005, we informed De Rigo’s Board of Directors of our offer.

Purpose of and Reasons for the Offer

      The purpose of the offer is to enable us to acquire the entire equity interest in De Rigo that is not already owned by us. The offer is intended to facilitate the acquisition of as many additional ordinary shares and ADSs as possible and to permit De Rigo, following consummation of the offer, to cease, to the extent possible, to be a publicly traded company (through delisting of the ADSs on the NYSE and deregistration under the Exchange Act). The reasons that we are seeking to acquire the outstanding ordinary shares and ADSs by means of a tender offer rather than some alternative structure are that Italian corporate law applicable to De Rigo does not provide for any other transaction structure, such as a cash merger, that would permit us to compel holders of ordinary shares or ADSs to sell such securities to us, and that the offer represented the most efficient means of acquiring the outstanding ordinary shares and ADSs for cash. For these reasons we did not consider any alternative means to the offer to achieve our purpose.

      We have decided to make the offer at this time because we believe that the public markets have never appreciated De Rigo’s business model and strategy (including its entry into the retail sector and expansion through acquisitions) and have undervalued, as a general matter, the ADSs. We further believe that certain of the factors giving rise to this circumstance — in particular, the relatively low liquidity in the market for the ADSs and the relative lack of research analyst coverage — are not likely to be ameliorated in the future if De Rigo’s securities remain publicly traded in the United States.

      As a result, we believe that De Rigo does not now benefit, and is not likely in the foreseeable future to benefit, from the advantages of having its equity securities publicly traded in the United States, while it

8

continues to bear the expense and administrative burdens of remaining a U.S. public company, especially as these expenses and burdens have been increased as a result of regulatory developments in the United States. Thus, we believe that the burdens related to De Rigo remaining a publicly traded company in the United States outweigh the benefits associated therewith and we are making the offer to facilitate taking De Rigo private.

      We also believe that making the offer at this time will allow public holders of De Rigo securities who wish to do so the opportunity to realize a significant premium over the current and historical market prices for the ADSs.

      We currently plan to continue operating De Rigo as a going concern under our control for the foreseeable future and have no current plans of disposing either of the entire company or of our interest in De Rigo or of causing the liquidation of De Rigo at any time in the foreseeable future. Thus, we do not anticipate that, except for the offer, holders of ADSs will have an opportunity in the foreseeable future to dispose of their ADSs other than in open market transactions (to the extent that any public trading market may continue to exist following the offer) or in private transactions, with all the costs customarily associated with such sales, or at prices other than those available in such transactions.

      Italian law applicable to De Rigo (which is not listed on an Italian stock exchange) does not provide for any form of “second-step” transaction to the offer, such as a “cash out” merger or mandatory share exchange, that would permit us to compel holders of ordinary shares and ADSs who do not participate in the offer to sell such securities to us, regardless of the level of our or their ownership of ordinary shares or ADSs following consummation of the offer. Accordingly, any ordinary shares and ADSs that are not tendered and purchased in the offer will remain outstanding, except as described in this document. We reserve the right to purchase additional ordinary shares or ADSs following the consummation of the offer, in privately negotiated transactions or otherwise.

      The purchase of ADSs in the offer will reduce the number of ADSs that might otherwise trade publicly and may reduce the number of holders of ADSs, which will likely adversely affect the liquidity and market value of any ADSs that remain publicly held.

      Further, following consummation of the offer, depending on the number of ADSs purchased in the offer and the number of remaining holders of ADSs, it is possible that there will be so few remaining outstanding ADSs and/or public holders of ADSs that the ADSs will no longer meet certain of the NYSE requirements for continued listing.

      In any event, we intend, following consummation of the offer, to cause De Rigo to apply to delist the ADSs from the NYSE and to terminate the deposit agreement relating to the ADSs in accordance with its terms. For at least one year after such termination, any remaining holders of ADSs will be entitled to receive the ordinary shares underlying their ADSs upon surrender of their ADSs. There is no public trading market for the ordinary shares, and De Rigo would not be under any obligation to list the ordinary shares or otherwise attempt to create such a market following any such termination and exchange. We also intend, if the necessary qualifications are met, to cause De Rigo to deregister the ADSs under the Exchange Act. See “THE TENDER OFFER — Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulations.”

Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer

      De Rigo is an Italian company, and Italian law governs our duties and obligations to De Rigo and the holders of De Rigo’s ordinary shares and ADSs. Applicable Italian law does not recognize any fiduciary or other duty or obligation on us to offer or pay any particular price or a price which is fair in the offer (or in any purchase of ordinary shares or ADSs). Also, since the offer is not being made in Italy, Italian law does not impose any requirement that the offer have any particular terms or be fair in any respect to the holders of ordinary shares or ADSs.

      Furthermore, Italian law does not require that we make any determination or analysis regarding the offer or the offer price, including whether or not the offer or the offer price is fair to unaffiliated securityholders,

9

nor does it require us to obtain, or retain any outside person to prepare, any report, opinion or appraisal relating to the value of De Rigo, the ordinary shares or the ADSs or the fairness of the offer or to negotiate on behalf of the unaffiliated securityholders. We have not obtained any such report, opinion or appraisal, and no independent person has been retained to obtain any such report, opinion or appraisal or to negotiate on behalf of the unaffiliated holders of ordinary shares or ADSs. Additionally, no provision has been made to grant unaffiliated holders of ordinary shares or ADSs access to our or De Rigo’s corporate files.

      Nonetheless, the rules of the SEC require us (as an affiliate of De Rigo) to express our belief as to the fairness of the offer to De Rigo’s securityholders who are not affiliates.

      We believe that the offer is substantively and procedurally fair to unaffiliated holders of ordinary shares and ADSs. We base this belief on the following factors, each of which, in our judgment, supports our view as to the fairness of the offer.

• The offer price compares favorably to current and historical market prices. The offer price represents a premium of 24.8% over the closing market price for De Rigo ADSs on the NYSE on August 3, 2005, the last trading day before our public announcement of the offer, which was $7.01 per ADS. The offer price also represents a premium over the average of the closing prices for De Rigo ADSs for the one-year, three-year and five-year periods ending on the last trading day before we announced the offer of 21.7%, 60.8% and 42.1%, respectively. The offer price is also higher than any closing price for the ADSs recorded since May 2001.

• The price offered also compares favorably to the price paid by De Rigo for shares it has repurchased in recent years. In July 2004, De Rigo repurchased from Prada Luxembourg s.a.r.l. 2,225,000 ordinary shares at $6.30 per share. In 2003, De Rigo purchased 223,200 ADSs in open market transactions at an average price of $3.87 per ADS.

• We believe that certain characteristics of the public market for the ADSs — in particular, the overall decline in the average price for the ADSs since De Rigo’s original listing on the NYSE, the corresponding decline in the total market capitalization of De Rigo, the relatively low liquidity in the market for the ADSs and the relative lack of research analyst coverage — are not likely to improve in the near future.

• We believe that, except for the offer, holders of ordinary shares and ADSs will not likely have an opportunity in the foreseeable future to dispose of their ordinary shares or ADSs at prices other than those available in private transactions or, in the case of ADSs, in open market transactions (to the extent that any public trading market may continue to exist following the offer) because we plan to continue to operate De Rigo as a going concern under our control and have no current plans of disposing either of De Rigo or of our interest in De Rigo or of causing the liquidation of De Rigo. See “SPECIAL FACTORS — Conduct of De Rigo’s Business if the Offer is Not Completed.”

• The offer provides immediate cash liquidity for holders of ordinary shares and ADSs without the incurrence of transaction costs typically associated with market sales (unless imposed by the holder’s nominee) and without withdrawal fees imposed under the terms of the deposit agreement.

• The offer provides liquidity for all holders at a stable price, unusual in light of the relatively low historic trading volume, as well as our significant insider ownership, all of which, in our view, have affected, and are likely to continue to affect, adversely the trading market for, and the market value of, the ADSs (and the value of the ordinary shares).

• Each holder of ordinary shares or ADSs can individually determine whether or not to tender shares or ADSs pursuant to the offer, and holders who choose not to tender their ordinary shares or ADSs in the offer will not be “squeezed out” in any subsequent transaction but will be able to continue to own an equity interest in De Rigo. See “THE TENDER OFFER — Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulation.”

10

• The offer is not subject to any conditions relating to the number of ordinary shares or ADSs tendered or to any financing condition.

      We believe that each of the foregoing factors is relevant to all unaffiliated holders of ordinary shares and ADSs. In view of the variety of factors considered in connection with our evaluation of the offer, we did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors and considered all factors as a whole in reaching a decision.

      Except as set forth above, we did not consider any other factors regarding the fairness of the offer to unaffiliated holders of ADSs, such as valuations of De Rigo based on going concern value, net book value or liquidation value and, except as set forth below, have not made any determination or analysis as to any such factors.

      In particular, in concluding that the offer is fair to unaffiliated holders of ordinary shares and ADSs, we did not consider the going concern value of De Rigo or the value that could be obtained upon a sale of De Rigo as a going concern. Although we have not made any determination of the “going concern” value of De Rigo as a whole, we recognize that the offer price may be lower than hypothetical values that could be obtained using certain valuation methodologies (such as, possibly, a discounted cash flow analysis or an acquisition premium analysis). However, we believe that, for the reasons described above, holders of ordinary shares and ADSs will not likely have an opportunity in the foreseeable future to dispose of their ordinary shares or ADSs in a transaction in which De Rigo is sold as a going concern or at any price other than that available in the open market (to the extent that a public trading market exists and may, following the offer, continue to exist) and that market prices for the ordinary shares and ADSs are not likely to reflect such values.

      In concluding that the offer is fair to unaffiliated holders of ordinary shares and ADSs, we did not consider the net book value of De Rigo because we do not believe that net book value is a material indicator of the “going concern” or other valuation of De Rigo. We note, however, that the net book value of De Rigo on December 31, 2004, of approximately $6.89 per ordinary share (using the Noon Buying Rate on July 29, 2005 of $1.2129 = €1.00) was below the offer price. Similarly, in concluding that the offer is fair to unaffiliated holders of ordinary shares and ADSs, we did not consider the liquidation value of De Rigo because the liquidation of De Rigo was not considered a viable course of action in view of our intention to continue to operate De Rigo as a going concern and because we believe that a liquidation of De Rigo would result in lower per share proceeds than the offer price.

      We are not aware of any offer having been made by any unaffiliated party to acquire control of De Rigo, or any substantial part of its assets, during the last two years. Accordingly, we did not consider this in making our determinations about the substantive or procedural fairness of the offer.

      In making our determinations as to the substantive and procedural fairness of the offer, we recognized that no unaffiliated representative has been retained by the member of De Rigo’s board of directors who is neither an employee of De Rigo nor affiliated with us to act solely on behalf of unaffiliated holders of ordinary shares or ADSs for purposes of negotiating the terms of the offer or for purposes of preparing a report concerning the fairness of the transaction. As noted above, this is not required as a matter of Italian law. In any event, the absence of a separate unaffiliated representative did not affect our determination based on the factors set forth above. Similarly, we recognized that the offer is not structured in such a way that approval of at least a majority of the holders of ordinary shares and ADSs that are unaffiliated with us is required. We felt that the absence of such a condition supported our determination, rather than detracted from it. We note that the absence of such a condition means that each and every unaffiliated holder that wants to take advantage of the offer can do so, irrespective of the views of the other holders. Accordingly, the absence of such a condition did not affect our determination, based on the factors set forth above, that the offer is substantively and procedurally fair to the unaffiliated holders.

      We do not believe that any of the factors listed above, or that the absence of the procedural safeguards described in the preceding paragraph, constituted a “negative” in our consideration and determination as to the fairness of the offer.

11

      Our views as to the fairness of the offer to the unaffiliated holders of ordinary shares and ADSs are not meant, and should not be construed, as a recommendation to any holder of ordinary shares or ADSs as to whether such holder should tender his or her ordinary shares or ADSs.

Position of De Rigo’s Board of Directors Regarding Fairness of the Offer

      De Rigo is an Italian company and Italian law governs the duties and obligations of De Rigo’s Board of Directors.

      Italian law does not impose any fiduciary or other duty or obligation on De Rigo or De Rigo’s Board of Directors to seek or obtain from us any particular price or a fair price in the offer, or, since the offer is not being made in Italy, to approve or disapprove the offer, make any statement or recommendation or otherwise play any role in connection with the offer.

      Furthermore, since the offer is not being made in Italy, Italian law does not impose any fiduciary or other duty or obligation on De Rigo or De Rigo’s Board of Directors to make any determination or analysis regarding the offer or the offer price, including whether or not the terms of the offer or the offer price are fair to unaffiliated securityholders, nor does it require either of them to obtain, or retain any outside person to prepare, any report, opinion or appraisal relating to the value of De Rigo, the ordinary shares and ADSs or the fairness of the offer or to negotiate on behalf of the unaffiliated securityholders.

      Under U.S. law, within ten business days after the commencement date of the offer, De Rigo is required by the Exchange Act to file with the SEC and distribute to holders of ordinary shares and ADSs a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 containing a statement of De Rigo’s position with respect to the offer.

      We are not seeking the consent of De Rigo or De Rigo’s Board of Directors with respect to the offer. In light of the conflicts of interest facing members of De Rigo’s Board of Directors, we did not believe it appropriate to ask the Board to approve or otherwise consent to the offer. De Rigo’s Board of Directors currently consists of seven members, four of whom are executive officers of De Rigo: Mr. Ennio De Rigo, Mr. Maurizio Dessolis, Mr. Massimo De Rigo and Mr. Michele Aracri. Of the remaining three directors, only one director, Professor Enrico Valdani, is neither an officer of De Rigo nor affiliated with De Rigo, De Rigo Holding or DR 3. Mrs. Emiliana De Meio De Rigo is wife of Mr. Ennio De Rigo, who is Chairman of the Board and Chief Executive Officer of De Rigo, and Mr. Walter De Rigo is an owner and director of De Rigo Holding. In addition to being an executive officer of De Rigo, (i) Mr. Dessolis is the son-in-law of Mr. Ennio De Rigo and Mrs. Emiliana De Meio De Rigo and is a Managing Director of De Rigo Holding and (ii) Mr. Massimo De Rigo is the son of Mr. Ennio De Rigo and Mrs. Emiliana De Meio De Rigo. Mr. Ennio De Rigo, Mr. Dessolis and Mr. Massimo De Rigo are also directors of DR 3. No approval by the holders of ADSs or ordinary shares, or a separate approval by unaffiliated holders of ADSs or ordinary shares, is required for the offer and neither is being sought.

      De Rigo’s Board of Directors has not retained an advisor to act solely on behalf of holders of ordinary shares and ADSs who are not affiliated with DR 3 for the purposes of negotiating the terms of the offer and/or rendering a report concerning the fairness of the offer and has not approved or disapproved the offer.

Certain Effects of the Offer

      We currently own 77.2% of De Rigo’s share capital, which may be deemed to represent a 77.2% interest in the net book value and net earnings of De Rigo, or the equivalent of approximately €186.3 million in net book value and €11.2 million in net earnings for the year ended December 31, 2004. If all holders of outstanding ADSs and ordinary shares not owned by us tender their ADSs and ordinary shares into the offer and the offer is successfully completed, we will own 100% of De Rigo’s share capital and our interest in De Rigo’s net book value and net earnings will increase to 100%, or the equivalent of approximately €241.4 million in net book value and €14.5 million in net earnings for the year ended December 31, 2004.

      Market for Ordinary Shares and ADSs. It is possible that following the consummation of the offer the number of holders of ADSs and the number of ADSs which are still in the hands of the public may be so

12

small that there will no longer be an active public trading market (or, possibly, any public trading market) for the ADSs. Depending upon the number of ADSs purchased in the offer, the offer will likely adversely affect the liquidity and market value of any ADSs held by the public after the offer is completed. If we successfully cause De Rigo to delist the ADSs and terminate the deposit agreement, as described below, then there will only be ordinary shares of De Rigo held privately by remaining holders with no public market.

      Listing. Depending upon the number of holders of ADSs and the number of ADSs that are still in the hands of the public after consummation of the offer, the ADSs may no longer be eligible to be traded on the NYSE or any other securities exchange. In any event, we intend, to the extent possible following the consummation of the offer, to cause De Rigo to seek to delist the ADSs from the NYSE.

      Termination of Deposit Agreement. We also intend, following consummation of the offer, to cause De Rigo to terminate the deposit agreement. If the deposit agreement is terminated, holders of ADSs will be entitled to receive one ordinary share in exchange for each ADS held by such holders upon surrender by them of their ADSs for at least one year following such termination. However, at any time after the expiration of one year from the date of termination, the ADS depositary may sell the ordinary shares underlying ADSs that have not been surrendered and hold uninvested the proceeds on behalf of holders. No public trading market exists for ordinary shares, and we do not intend to cause De Rigo to establish such a public trading market at this time.

      Exchange Act Registration. We also intend, to the extent possible following the consummation of the offer, to seek to cause De Rigo to deregister the ordinary shares and ADSs under the Exchange Act, so that De Rigo will no longer be obligated to file any reports with the SEC or otherwise be required to comply with the SEC’s rules relating to publicly held companies.

      No Appraisal Rights. Holders will not have appraisal rights in connection with the offer. If the ADSs were to be delisted from the NYSE, we believe that any remaining holders of ordinary shares or ADSs would probably be entitled to exercise withdrawal rights under Italian corporate law. Withdrawal rights are similar to appraisal rights in that they provide exercising holders with the right to receive cash for their previously listed securities. However, the amount of cash to which a holder would be entitled upon exercise of withdrawal rights in the event of a delisting would be fixed based on a calculation mandated under Italian corporate law, rather than being established by a neutral arbiter based on a number of factors intended to determine fair value, as is the case generally with appraisal rights. The cash amount to which holders exercising withdrawal rights would be entitled in the event of a delisting would be equal to the arithmetic average of the closing prices of the ADSs during the six months preceding publication of the call notice convening De Rigo’s shareholders’ meeting approving the delisting. Based on current and recent market prices (which have been significantly lower than the offer price), it is therefore very likely that the amount to which a holder would be entitled upon exercise of withdrawal rights would be less than the offer price.

      U.S. Federal Tax Consequences. The exchange of cash for ordinary shares and ADSs pursuant to the offer will not result in any material U.S. federal income tax consequences for us or De Rigo. The exchange of ordinary shares or ADSs for cash pursuant to the offer will generally be a taxable transaction for U.S. federal income tax purposes, and a U.S. holder who receives cash for ordinary shares or ADSs pursuant to the offer will recognize a gain or loss.

      See “THE TENDER OFFER — Possible Effects of the Offer on the Market for ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Requirements,” “— Certain Legal Matters — Appraisal Rights” and “— Certain Tax Consequences of the Offer — Certain U.S. Income Tax Consequences.”

Plans for De Rigo and the Ordinary Shares and ADSs Following the Offer

      Following the consummation of the offer, we intend, if the necessary qualifications are met, to cause De Rigo to apply to delist the ADSs from the NYSE and also to deregister the ordinary shares and ADSs under the Exchange Act. In addition, we intend to terminate the deposit agreement relating to the ADSs in accordance with its terms. See “SPECIAL FACTORS — Certain Effects of the Offer.”

13

      We (or our affiliates) may, following the expiration or termination of the offer, seek to acquire additional ordinary shares or ADSs through open market purchases, privately negotiated transactions, a tender offer or otherwise, upon such terms and at such prices as we shall determine, which may be more or less than the offer price. We also reserve the right to dispose of any or all ordinary shares and ADSs we acquire.

      Except as disclosed in this document, we have no present plans or proposals that would result in an extraordinary corporate transaction, such as a merger, reorganization, liquidation, relocation of operations, or sale or transfer of a material amount of assets, involving De Rigo or any of its subsidiaries, or any material changes in De Rigo’s capitalization, corporate structure, business or composition of its management or De Rigo’s Board of Directors. However, we can give no assurance that any such transaction will not take place. Although no decision has been made, we cannot exclude that, following consummation of the offer, we might engage in a transaction, such as a merger by absorption in which DR 3 and De Rigo are combined, the effect of which would be to cause De Rigo to become liable for the remaining outstanding principal and interest on the debt incurred to finance the offer. As described in “THE TENDER OFFER — Source and Amount of Funds,” we have arranged financing in the amount of $90,000,000 to pay part of the purchase price of ordinary shares and ADSs acquired pursuant to the offer. The financing is not conditioned on any such transaction taking place.

Conduct of De Rigo’s Business if the Offer is Not Completed

      If the offer is not completed because a condition is not satisfied or waived, we intend that De Rigo’s current management team would continue to operate the business of De Rigo substantially as currently operated. However, we would continue to be the controlling shareholder of De Rigo and may explore alternative strategies in connection with De Rigo. In particular, we may consider, alone or pursuant to arrangements with others:

• engaging in open market or privately negotiated purchases of ordinary shares or ADSs to increase our aggregate beneficial ownership of ordinary shares and ADSs,

• delisting the ADSs and/or terminating the deposit agreement, or

• keeping outstanding the public minority interest in De Rigo.

      If we were to pursue any of these alternatives, the consideration offered for ordinary shares or ADSs in the offer would no longer be available to holders of ordinary shares or ADSs. Unless we caused De Rigo to delist the ADSs, holders of ADSs would still be able to sell their ADSs in the open market, and holders of ordinary shares or ADSs would be able to sell their ordinary shares or ADSs in private transactions. In addition, in the unanticipated event that we determine to sell our interest in De Rigo, holders of ordinary shares or ADSs (to the extent they still exist) might be able to dispose of their securities in such transaction, although there is no guarantee that they will be able to participate in any such transaction and we have no obligation to include them in any such transaction. The consideration paid in any such future transaction may exceed or be less than the consideration offered in the offer. If we were to cause De Rigo to delist the ADSs and to terminate the deposit agreement, then there would be no public market for holders to sell their ordinary shares.

Interests of Certain Persons in the Offer; Security Ownership; Transactions and Arrangements Concerning the Ordinary Shares and ADSs

      The De Rigo brothers hold, directly and indirectly, 32,787,000 ordinary shares and ADSs (or 77.2% of the issued and outstanding ordinary shares), 31,869,500 of which are held through De Rigo Holding and 917,500 of which are held by the De Rigo brothers directly. In April 2004, De Rigo Refrigeration (formerly Surfrigo Nord S.r.l.), a company owned by the De Rigo brothers, sold 135,000 ADSs in open market transactions at an average price of $6.10.

      Mr. Maurizio Dessolis owns directly 46,240 ADSs, and Mr. Michele Aracri holds 800,000 ordinary shares and 70,000 ADSs, representing 2.0% of the issued and outstanding ordinary shares.

14

      According to De Rigo’s annual report on Form 20-F for the fiscal year ended December 31, 2004, as amended (referred to herein as the “2004 Form 20-F”), as of June 1, 2005, Schroder Investment Mgmt. Ltd held 3,731,530 ADSs, representing 8.8% of the issued and outstanding ordinary shares.

      As of June 1, 2005, the members of De Rigo’s Board of Directors and its executive officers (other than the De Rigo brothers and Mr. Michele Aracri) owned less than 1% of the outstanding ordinary shares, and no other person was known to own 5% or more of De Rigo’s outstanding ordinary shares (whether in the form of ordinary shares or ADSs).

Contacts or Transactions with De Rigo

      Until July 2003, De Rigo owned 51% of EID, a company that distributed sunglasses and eyeglasses under the Prada name. During 2003, EID paid €60,000 in rental expenses relating to the rental of a building in Longarone from De Rigo Refrigeration (formerly Surfrigo Nord S.r.l), a company owned by the De Rigo brothers.

      In December 2003, De Rigo sold a building to an entity controlled by the De Rigo brothers. This sale was made for cash consideration of €610,000 and generated a capital loss of €29,000 on De Rigo’s consolidated balance sheet for the year ended December 31, 2003.

      On June 30, 2004, De Rigo sold to De Rigo Holding its 100% interest in De Rigo Nederland and De Rigo Singapore for cash consideration of €580,000, realizing a gain of €62,000. These two companies are no longer operative, and De Rigo Singapore is in the process of liquidation.

      In 2004, De Rigo Vision S.p.A., one of De Rigo’s wholly-owned subsidiaries, paid €6,000 to De Rigo Refrigeration (formerly Surfrigo Nord S.r.l) for the rental of a building. In 2005, De Rigo Vision expects to make total payments of €65,670 to De Rigo Refrigeration for the rental of this building and other facilities.

15

THE TENDER OFFER

1.   Terms of the Offer

      Upon the terms and subject to the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any extension or amendment), we will accept for payment and pay for all ordinary shares and ADSs validly tendered and not properly withdrawn at the expiration of the offer in accordance with the procedures set forth in “THE TENDER OFFER — Withdrawal Rights.” The offer will expire at 5:00 p.m., New York City time, on Friday, September 9, 2005, unless we, in our sole discretion, extend the offer. If we decide, in our sole discretion, to increase the consideration offered in the offer to holders of ordinary shares and ADSs and if, at the time that notice of such change is first published, sent or given to holders of ordinary shares and ADSs in the manner specified below, the offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice is first so published, sent or given, then the offer will be extended until the expiration of such period of ten business days. For purposes of the offer, a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

      The offer is conditioned upon the satisfaction of the conditions described in “THE TENDER OFFER — Certain Conditions of the Offer” and may be terminated by us without purchasing any ordinary shares or ADSs if certain of these events occur. We reserve the right (but are not obligated), in accordance with applicable rules and regulations of the SEC, to waive any condition to the offer in our sole discretion.

      Subject to applicable rules and regulations of the SEC, we expressly reserve the right (but are not obligated), at any time or from time to time in our sole discretion, to extend the initial offering period of the offer and thereby delay acceptance for payment of, and the payment for, any ordinary shares or ADSs, by giving oral or written notice of such extension to the tender agent and by announcing publicly such extension. There can be no assurance that we will exercise our right to extend the offer. During any extension of the initial offering period (as opposed to a subsequent offering period discussed below), all ordinary shares and ADSs previously tendered and not withdrawn will remain subject to the offer and subject to withdrawal rights. See “THE TENDER OFFER — Withdrawal Rights.”

      We expressly reserve the right (but are not obligated), at any time or from time to time in our sole discretion, to modify or amend the terms and conditions of the offer in any respect.

      We expressly reserve the right in our sole discretion, subject to the applicable rules and regulations of the SEC, at any time or from time to time, to terminate the offer and not accept for payment any ordinary shares or ADSs if any of the conditions to the offer set forth in “THE TENDER OFFER — Certain Conditions of the Offer” have not been satisfied or upon the occurrence of any of these events, by giving oral or written notice of such termination to the tender agent.

      We expressly reserve the right, subject to applicable rules of the SEC, to delay acceptance for payment of ordinary shares and ADSs in order to comply, in whole or in part, with any applicable law (except for such laws that govern general legal compliance) and to delay payment for ordinary shares and ADSs pending receipt of any governmental regulatory approvals. See “THE TENDER OFFER — Certain Conditions of the Offer” and “— Certain Legal Matters.” Our reservation of the right to delay the acceptance of or payment for ordinary shares or ADSs is subject to the provisions of Rule 14e-1(c) under the Exchange Act, which requires us to pay the consideration offered or to return ordinary shares or ADSs tendered by or on behalf of tendering holders promptly after the termination or withdrawal of the offer.

      Any extension, waiver or amendment of the offer or delay in acceptance for payment or payment or termination of the offer will be followed, as promptly as practicable, by public announcement thereof, such announcement in the case of an extension to be issued not later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date in accordance with the public announcement requirements of Rules 14d-4(d), 14d-6(c) and l4e-1(d) under the Exchange Act. Without limiting our obligation under such rules or the manner in which we may choose to make any public announcement, we

16

currently intend to make announcements by issuing a press release to the Dow Jones News Service and making any appropriate filing with the SEC.

      If we make a material change in the terms of the offer or the information concerning the offer, or if we waive a material condition of the offer, we will disseminate additional tender offer materials and extend the offer if and to the extent required by Rules 14d-4(d), 14d-6(c) and l4e-1 under the Exchange Act or otherwise. The minimum period during which a tender offer must remain open following material changes in the terms of the offer or the information concerning the offer, other than a change in the consideration offered or a change in the percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. With respect to a change in the consideration offered or a change in the percentage of securities sought, the tender offer generally must remain open for a minimum of ten business days following such change to allow for adequate disclosure to holders.

      Pursuant to Rule 14d-11 under the Exchange Act, we may, and we reserve the right to, provide a subsequent offering period of three to 20 business days in length following the acceptance of tendered ordinary shares and ADSs upon expiration of the offer. A subsequent offering period would be an additional period of time, beginning no later than 9:00 a.m., New York City time, on the next business day following the expiration of the offer, during which holders may tender ordinary shares and ADSs not tendered in the offer. A subsequent offering period, if one is provided, is not an extension of the offer, which already will have been completed.

      During a subsequent offering period, tendering holders will not have withdrawal rights and we will promptly purchase and pay for any ordinary shares and ADSs tendered during the subsequent offering period at the same price paid in the offer. Rule 14d-11 provides that we may provide a subsequent offering period so long as, among other things, (a) the initial 20 business day offering period of the offer has expired, (b) we offer the same form and amount of consideration for ordinary shares and ADSs in the subsequent offering period as in the initial offering period of the offer, (c) we immediately accept and promptly pay for all securities tendered during the initial offering period of the offer, (d) we announce the results of the initial offering period of the offer, including the approximate number and percentage of ordinary shares and ADSs tendered in the offer, no later than 9:00 a.m., New York City time, on the next business day after the expiration date and that a subsequent offering period begins immediately upon such announcement and (e) we immediately accept and promptly pay for ordinary shares and ADSs as they are tendered during the subsequent offering period.

      De Rigo has provided us with its list of holders of ordinary shares, and the ADS depositary has provided us with a list of ADR holders and a security position listing for the purpose of disseminating the offer to holders of ordinary shares and ADSs. This document and the related letter of transmittal will be mailed to record holders of ordinary shares and ADSs and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the holder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of ADSs to the extent permitted by applicable law.

2.   Acceptance for Payment and Payment for Ordinary Shares and ADSs

      Upon the terms and subject to the conditions of the offer (including, if the offer is extended or amended, the terms and conditions of any such extension or amendment), DR 3 will accept for payment, and after the expiration date will promptly pay for, ordinary shares and ADSs validly tendered and not properly withdrawn.

      In all cases, payment for ordinary shares and ADSs tendered and accepted for payment pursuant to the offer will be made only after timely receipt by the tender agent of (a) certificates evidencing such ordinary shares or ADRs representing such ADSs or confirmation of the book-entry transfer of such ADSs into the tender agent’s account at DTC pursuant to the procedures set forth in “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs,” (b) a letter of transmittal (or an originally signed facsimile thereof), properly completed and duly executed, with any required medallion signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in “THE TENDER OFFER — Procedure for Tendering

17

Ordinary Shares or ADSs” below) in lieu of the letter of transmittal) and (c) any other documents required by the letter of transmittal. Holders of ADSs held in the De Rigo Global Buy DIRECT Plan must complete and deliver a letter of transmittal, but need not deliver an ADR. See “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs.”

      For purposes of the offer, DR 3 will be deemed to have accepted for payment and thereby purchased ordinary shares and ADSs validly tendered and not properly withdrawn if and when DR 3 gives notice to the tender agent of its acceptance for payment of such ADSs pursuant to the offer. Payment for ordinary shares and ADSs accepted for payment pursuant to the offer will be made by deposit of the purchase price therefore with the tender agent, which will act as agent for the tendering holders for purposes of receiving payments from DR 3 and transmitting such payments to the tendering holders. Under no circumstances will we pay interest on the purchase price for ordinary shares or ADSs, regardless of any extension of the offer or any delay in payment for ordinary shares or ADSs.

      If any tendered ordinary shares or ADSs are not accepted for payment pursuant to the terms and conditions of the offer for any reason, or if share certificates or ADRs are submitted for more ordinary shares or ADSs than are tendered, certificates for shares or ADRs representing ADSs which were not purchased will be returned (or new certificates or ADRs representing shares or ADSs not tendered will be sent), without expense to the tendering holder, (or, in the case of ADSs tendered by book-entry transfer into the tender agent’s account at DTC pursuant to the procedures set forth in “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs,” such ADSs will be credited to an account maintained with DTC), promptly following expiration or termination of the offer.

      If, prior to the expiration date, DR 3 shall increase the consideration offered to holders of ordinary shares or ADSs pursuant to the offer, such increased consideration will be paid to all holders of ordinary shares or ADSs that are purchased pursuant to the offer, whether or not such ordinary shares or ADSs were tendered prior to such increase in consideration.

3.   Procedure for Tendering Ordinary Shares or ADSs

      Valid Tender of Ordinary Shares. To validly tender ordinary shares pursuant to the offer, either (a) a properly completed and duly executed letter of transmittal (or an originally signed facsimile thereof) in accordance with the instructions of the letter of transmittal, with any required medallion signature guarantees, certificates representing the ordinary shares to be tendered and any other documents required by the letter of transmittal, must be received by the tender agent at one of its addresses set forth on the back cover of this document prior to the expiration date or (b) the tendering holder must comply with the guaranteed delivery procedures set forth below.

      Valid Tender of ADSs. To validly tender ADSs pursuant to the offer, either (a) a properly completed and duly executed letter of transmittal (or an originally signed facsimile thereof) in accordance with the instructions of the letter of transmittal, with any required medallion signature guarantees, ADRs representing the ADSs to be tendered and any other documents required by the letter of transmittal, must be received by the tender agent at one of its addresses set forth on the back cover of this document prior to the expiration date, (b) such ADSs must be properly delivered pursuant to the procedures for book-entry transfer described below and a confirmation of such delivery received by the tender agent (which confirmation must include an Agent’s Message (as defined below) if the tendering holder has not delivered a letter of transmittal), prior to the expiration date or (c) the tendering holder must comply with the guaranteed delivery procedures set forth below. Holders of ADSs held in the De Rigo Global Buy DIRECT Plan must complete and deliver a letter of transmittal, but need not deliver an ADR. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the tender agent and forming a part of a Book-Entry Confirmation (as defined below), to the effect that DTC has received an express acknowledgment from the participant in DTC tendering the ADSs which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal and that DR 3 may enforce such agreement against the participant.

18

      Book-Entry Transfer. The tender agent will establish an account with respect to the ADSs at DTC for purposes of the offer within two business days after the date of this document. Any financial institution that is a participant in DTC’s systems may make a book-entry transfer of ADSs by causing DTC to transfer such ADSs into the tender agent’s account in accordance with DTC’s procedures for such transfer. However, although delivery of ADSs may be effected through book-entry transfer, either the letter of transmittal (or an originally signed facsimile thereof), properly completed and duly executed, together with any required medallion signature guarantees, or an Agent’s Message in lieu of the letter of transmittal, and any other required documents, must, in any case, be transmitted to and received by the tender agent at one of its addresses set forth on the back cover of this document by the expiration date, or the tendering holder must comply with the guaranteed delivery procedures described below. The confirmation of a book-entry transfer of ADSs into the tender agent’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.” The letter of transmittal, and any other documents required therein, must be transmitted to and received by the tender agent at one of the addresses set forth on the back cover of this document. Delivery of documents to DTC in accordance with DTC’s procedures does not constitute delivery to the tender agent.

      Signature Guarantees and Stock Powers. Except as otherwise provided below, all signatures on a letter of transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized medallion program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an “Eligible Institution”). Medallion guarantees from Eligible Institutions are generally not available outside the United States. If you need and are unable to obtain a medallion guarantee from an Eligible Institution, please contact the Information Agent for instructions. See Instruction 5 of the letter of transmittal. Signatures on a letter of transmittal need not be guaranteed (a) if the letter of transmittal is signed by the registered owner(s) (which term, for purposes of this section, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the ADSs) of ordinary shares or ADSs tendered therewith and such registered owner has not completed the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on the letter of transmittal or (b) if such ordinary shares or ADSs are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the letter of transmittal. If the certificates evidencing tendered ordinary shares or ADRs evidencing tendered ADSs are registered in the name of a person other than the signer of the letter of transmittal, or if payment is to be made, or certificates evidencing ordinary shares or ADRs evidencing ADSs not tendered or not accepted for payment or if such certificates or ADRs are to be returned, to a person other than the registered owner of the ordinary shares or ADRs surrendered, then the tendered certificates or ADRs must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear on the certificates, with the signatures on the certificates or stock powers medallion guaranteed as described above.

      Guaranteed Delivery. A holder who desires to tender ordinary shares or ADSs pursuant to the offer and whose share certificates representing such ordinary shares or ADRs representing such ADSs are not immediately available, or who cannot deliver the shares certificates or ADRs and all other required documents to the tender agent prior to the expiration date or who cannot comply with the procedure for book-entry transfer on a timely basis, may tender such ordinary shares or ADSs by satisfying all of the requirements set forth below:

(a)	such tender is made by or through an Eligible Institution;
(b)	a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by DR 3, is received by the tender agent (as provided below) prior to the expiration date; and
(c)	the share certificates or ADRs for all tendered ordinary shares or ADSs, in proper form for transfer (or a Book-Entry Confirmation with respect to all such ADSs), together with a properly completed and duly executed letter of transmittal (or an originally signed facsimile thereof), with

19

any required medallion signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the letter of transmittal), and any other required documents, are received by the tender agent within three trading days after the date of execution of such Notice of Guaranteed Delivery. A “trading day” is any day on which the NYSE is open for business.

      The Notice of Guaranteed Delivery may be delivered by hand to the tender agent or transmitted by facsimile transmission or mail to the tender agent and must include a medallion guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. See “— Signature Guarantees and Stock Powers” above and Instruction 1 of the letter of transmittal.

      The method of delivery of ordinary shares or ADSs, the letter of transmittal and all other required documents, including delivery through DTC, is at the election and risk of the tendering holder. Delivery of all such documents will be deemed made only when such documents are actually received by the tender agent (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If such delivery is by mail, it is recommended that all such documents be sent by properly insured registered mail with return receipt requested. In all cases, sufficient time should be allowed to ensure timely delivery.

      Other Requirements. Notwithstanding any provision hereof, payment for ordinary shares and ADSs accepted for payment pursuant to the offer will in all cases be made only after timely receipt by the tender agent of (a) the certificates representing such ordinary shares or the ADRs representing (or a timely Book-Entry Confirmation with respect to) such ADSs, (b) a letter of transmittal (or an originally signed facsimile thereof), properly completed and duly executed, with any required medallion signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message in lieu of the letter of transmittal) and (c) any other documents required by the letter of transmittal. Accordingly, tendering holders may be paid at different times depending upon when the share certificates, ADRs or Book-Entry Confirmations with respect to ADSs are actually received by the tender agent. Under no circumstances will we pay interest on the purchase price of the ordinary shares or ADSs, regardless of any extension of the offer or any delay in making such payment.

      Binding Agreement. The acceptance for payment by DR 3 of ordinary shares and ADSs tendered pursuant to one of the procedures described above will constitute a binding agreement between the tendering holder and DR 3 upon the terms and subject to the conditions of the offer.

      Appointment as Proxy. By executing and delivering a letter of transmittal as set forth above (or, in the case of a book-entry transfer, by delivery of an Agent’s Message, in lieu of a letter of transmittal), the tendering holder irrevocably appoints designees of DR 3 as such holder’s proxies, each with full power of substitution, to the full extent of such holder’s rights with respect to the ordinary shares or ADSs tendered by such holder and accepted for payment by DR 3 and with respect to any and all other ordinary shares or ADSs or other securities issued or issuable in respect of such ordinary shares or ADSs on or after the date hereof. All such proxies and powers of attorney will be considered coupled with an interest in the tendered ordinary shares or ADSs. Such appointment is effective when, and only to the extent that, DR 3 accepts for payment ordinary shares or ADSs tendered by such holder as provided herein. Upon the effectiveness of such appointment, all prior powers of attorney, proxies and consents given by such holder will be revoked, and no subsequent powers of attorney, proxies and consents may be given (and, if given, will not be deemed effective). DR 3’s designees will, with respect to the ADSs or other securities and rights for which the appointment is effective, be empowered to exercise all voting and other rights of such holder as they, in their sole discretion, may deem proper in connection with any annual, special, adjourned or postponed meeting of shareholders, by written consent in lieu of any such meeting or otherwise. DR 3 reserves the right to require that, in order for ordinary shares or ADSs to be deemed validly tendered, immediately upon DR 3’s payment for such ordinary shares or ADSs, DR 3 must be able to exercise full voting, consent and other rights to the extent permitted under applicable law with respect to such ordinary shares or ADSs, including voting at any meeting of shareholders.

      Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of ordinary shares or ADSs will be determined by DR 3 in its sole and absolute

20

discretion, which determination will be final and binding. DR 3 reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of DR 3, be unlawful. DR 3 also reserves the absolute right to waive any defect or irregularity in the tender of any ordinary shares or ADSs of any particular holder whether or not similar defects or irregularities are waived in the case of any other holder. No tender of ordinary shares or ADSs will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of De Rigo Holding, the De Rigo brothers, or DR 3, any of their respective affiliates or assigns, the tender agent, the information agent, the dealer manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. DR 3’s interpretation of the terms and conditions of the offer (including the related letter of transmittal and the instructions thereto and any other documents related to the offer) will be final and binding.

4.   Withdrawal Rights

      Except as otherwise provided in this section, tenders of ordinary shares and ADSs pursuant to the offer are irrevocable, except that ordinary shares and ADSs tendered pursuant to the offer may be withdrawn at any time on or prior to the expiration date and, unless theretofore accepted for payment by DR 3 pursuant to the offer, may also be withdrawn at any time after October 2, 2005.

      For a withdrawal of ordinary shares or ADSs to be effective, a signed notice of withdrawal must be timely received by the tender agent at one of its addresses set forth on the back cover of this document. Any notice of withdrawal must specify the name of the person having tendered the ordinary shares or ADSs to be withdrawn, the number of ordinary shares or ADSs to be withdrawn and the name of the record holder of the ordinary shares or ADRs representing the ADSs to be withdrawn, if different from that of the person who tendered such ordinary shares or ADSs. The signature(s) on the notice of withdrawal must be medallion guaranteed by an Eligible Institution only if the original letter of transmittal required a medallion signature guarantee. If ADSs have been tendered pursuant to the procedures for book-entry transfer as set forth in “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn ADSs. If certificates representing ordinary shares or ADRs representing the ADSs to be withdrawn have been delivered or otherwise identified to the tender agent, the name of the registered owner and the serial numbers shown on such certificates or ADRs must also be furnished to the tender agent as aforesaid prior to the physical release of such certificates.

      All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by DR 3, in its sole and absolute discretion, which determination will be final and binding. No withdrawal of ordinary shares or ADSs will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of De Rigo Holding, the De Rigo brothers, or DR 3, any of their respective affiliates or assigns, the tender agent, the information agent, the dealer manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of ordinary shares or ADSs may not be rescinded, and any ordinary shares or ADSs properly withdrawn will be deemed not to have been validly tendered for purposes of the offer. However, withdrawn ordinary shares and ADSs may be re-tendered by following one of the procedures for tendering ordinary shares and ADSs described in “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” at any time prior to the expiration date.

      If DR 3 extends the offer, is delayed in its acceptance for payment of ordinary shares or ADSs or is unable to accept for payment ordinary shares or ADSs pursuant to the offer for any reason, then, without prejudice to DR 3’s rights under this offer, the tender agent may, nevertheless, on behalf of DR 3, retain tendered ordinary shares and ADSs, and such ordinary shares and ADSs may not be withdrawn except to the extent that tendering holders are entitled to withdrawal rights as set forth in this section.

      In the event DR 3 provides a subsequent offering period following the offer, no withdrawal rights will apply to ordinary shares or ADSs tendered during such subsequent offering period or to ordinary shares and ADSs tendered in the offer and accepted for payment.

21

5. Certain Tax Consequences of the Offer

Holders of Ordinary Shares or ADSs

      The following is a summary of certain U.S. federal and Italian tax consequences to holders of ordinary shares or ADSs upon the tender of ordinary shares or ADSs for cash pursuant to the offer. This summary does not purport to be a comprehensive description of all the tax consequences that may be relevant to a decision to tender ordinary shares and ADSs in the offer. In particular, this summary deals only with beneficial owners of ordinary shares or ADSs as capital assets and does not address the tax treatment of beneficial owners who may be subject to special tax rules, such as banks, tax-exempt entities, insurance companies or dealers in securities or currencies, or persons that hold ordinary shares or ADSs as a position in a “straddle” for tax purposes or as part of a “constructive sale” or a “conversion” transaction or other integrated investment comprised of ordinary shares or ADSs and one or more other investments or persons related to DR 3, De Rigo Holding or its direct and indirect shareholders. The summary does not discuss the treatment of the sale of ordinary shares or ADSs that are held in connection with a permanent establishment through which a non-resident beneficial owner carries on business or performs personal services in Italy.

      This summary is based upon tax laws and practice of the United States and Italy as in effect on the date hereof and all of which are subject to differing interpretations and/or change, possibly with retroactive effect. Holders of ordinary shares or ADSs should consult their own advisors as to the U.S., Italian or other tax consequences of the sale of the ordinary shares or ADSs in the offer, including, in particular, the effect of any state, local or other national tax laws.

      For purposes of the summary, beneficial owners of ordinary shares or ADSs who are considered residents of the United States for purposes of the current income tax convention between the United States and Italy (the “Income Tax Convention”), and are not subject to an anti-treaty shopping provision that applies in limited circumstances, are referred to as “U.S. holders.” Beneficial owners who are citizens or residents of the United States, corporations organized under U.S. law, and U.S. partnerships, estates or trusts (to the extent their income is subject to U.S. tax either directly or in the hands of partners or beneficiaries) generally will be considered to be residents of the United States under the Income Tax Convention. Special rules apply to U.S. holders that are also residents of Italy.

      For purposes of the Income Tax Convention and the United States Internal Revenue Code of 1986, beneficial owners of ADRs evidencing ADSs will be treated as the beneficial owners of the ordinary shares represented by those ADSs. Unless otherwise stated, this summary assumes that a U.S. holder is eligible for the benefits of the Income Tax Convention.

Certain U.S. Income Tax Consequences

     The Exchange

      The exchange of ordinary shares or ADSs for cash pursuant to the offer generally will be a taxable transaction for U.S. federal income tax purposes, and a U.S. holder who receives cash for ordinary shares or ADSs pursuant to the offer will recognize gain or loss, if any, equal to the difference between the amount of cash received and such U.S. holder’s adjusted tax basis in the ordinary shares or ADSs. Such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. holder’s holding period for the ordinary shares or ADSs is more than one year at the time of the exchange of such U.S. holder’s ordinary shares or ADSs for cash. Long-term capital gains recognized by an individual U.S. holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. There are limitations on the deductibility of capital losses.

     Backup Withholding Tax and Information Reporting

      Payments to U.S. holders made pursuant to the offer will be subject to information reporting and U.S. federal backup withholding tax unless (i) the U.S. holder furnishes an accurate tax identification number or otherwise complies with applicable U.S. information reporting or certification requirements (typically, by completing an IRS Form W-9) or (ii) the U.S. holder is otherwise exempt from backup withholding. Any

22

amounts so withheld may be credited against the U.S. holder’s U.S. federal income tax liability. Holders that are not U.S. persons may have to comply with certification procedures to establish non-U.S. status in order to avoid information reporting and backup withholding tax requirements.

Certain Italian Tax Consequences

Capital Gains and Losses

      The sale of ordinary shares or ADSs pursuant to the offer is a taxable event for Italian tax purposes.

      Capital gains and losses are equal to the difference between the consideration received upon sale and the tax basis in the ordinary shares or ADSs sold, which is generally equal to the purchase price, increased by any expenses borne in connection with the purchase, other than interest expense. Capital gains and losses are computed on a LIFO basis.

      Capital gains realized by holders not resident in Italy on the disposal of a “qualified” shareholding held as a capital asset and not in connection with a permanent establishment through which such shareholders carry on or perform business services in Italy are subject to Italian personal or corporate income tax, for an amount equal to 40% of the overall gain. Losses can be offset against taxable gains for a corresponding amount and, if in excess, can be carried forward for up to four years. A “qualified” shareholding is constituted by ordinary shares or ADSs and/or rights representing more than 5% of a listed company’s total share capital or more than 2% of its share capital voting at an ordinary shareholders meeting. A disposal of a “qualified” shareholding occurs if in any 12-month period immediately following the date when a shareholding meets one of the thresholds illustrated above, the shareholder engages in disposals of ordinary shares or ADSs that, individually or in aggregate, constitute a “qualified” shareholding. The taxable gain realized by a non-resident shareholder who is an individual would be subject to progressive personal income tax rates (currently, the marginal tax rate is equal to 43%, plus a surcharge generally of up to 1.9%, depending on the municipality in which such non-resident shareholder earns the highest Italian-source income). The taxable gain realized by a non-resident corporate shareholder would be subject to corporate income tax, currently levied at a rate of 33%.

      Generally, a capital gains tax, levied at a rate of 12.5%, is imposed on gains realized upon the transfer or sale of “non-qualified” shareholdings whether held within or outside Italy. A “non-qualified” shareholding is constituted by an interest in De Rigo that does not reach the thresholds described above. However, under Italian law, an exemption applies to gains realized on the disposal of “non-qualified” shareholdings in an Italian company the shares of which are listed on a regulated market, such as De Rigo, even when such shareholdings are held in Italy.

      Furthermore, pursuant to the Income Tax Convention, a U.S. holder will not be subject to Italian tax on any capital gains unless such U.S. holder has a permanent establishment in Italy to which ordinary shares or ADSs are effectively connected. To this end, U.S. holders that sell ordinary shares or ADSs and claim benefits under the Income Tax Convention may be required to produce appropriate documentation establishing that the above mentioned conditions of non-taxability of the capital gains pursuant to the Convention have been satisfied. Other countries have executed income tax conventions with Italy providing for similar treatment of Italian tax on capital gains.

     Transfer Tax

      The tender of ADSs or ordinary shares pursuant to the offer would trigger an Italian transfer tax (tassa sui contratti di borsa) amounting to €0.072 for every €51.65 or portion of €51.65 (or $0.087 for every $62.65 or portion thereof at the July 29, 2005 Noon Buying Rate of $1.2129 = €1.00) of the purchase price paid. No transfer tax would be due in connection with any individual transfer and sale of ADSs or ordinary shares triggering the payment of a consideration not exceeding €206.58 (or $250.56 at the July 29, 2005 Noon Buying Rate). For Italian tax purposes, U.S. dollar amounts shall be converted into Euros according to the exchange rate on the date of purchase of ADSs or ordinary shares tendered in the offer.

23

      Except as otherwise provided in Instruction 6 of the letter of transmittal, DR 3 will bear the cost of, and pay, any such transfer tax due in connection with the transfer and sale of ADSs or ordinary shares pursuant to the offer.

De Rigo Holding, DR 3 and De Rigo

      The exchange of cash for ordinary shares or ADSs pursuant to the offer will not result in any material U.S. federal income tax consequences for any of De Rigo Holding, DR 3 or De Rigo.

6. Price Range of Ordinary Shares and ADSs; Dividends

      There is no public market for ordinary shares of De Rigo. Other than as described in “SPECIAL FACTORS — Positions of DR 3, De Rigo Holding and the De Rigo Brothers Regarding Fairness of the Offer,” we have no information of any purchases or sales of ordinary shares or the terms thereof during the last two years.

      De Rigo’s ADSs are traded on the NYSE under the symbol “DER.” The following table sets forth, for the calendar quarters indicated, the high and low sales prices per ADS on the NYSE as reported by the NYSE:

Year Ended December 31,	High		Low
2003:
First Quarter	$	4.20	$	3.20
Second Quarter	$	3.93	$	3.15
Third Quarter	$	4.35	$	3.48
Fourth Quarter	$	5.50	$	4.10
2004:
First Quarter	$	5.99	$	4.65
Second Quarter	$	6.38	$	5.34
Third Quarter	$	7.50	$	6.00
Fourth Quarter	$	7.90	$	6.62
2005:
First Quarter	$	8.49	$	6.50
Second Quarter	$	7.55	$	6.06
Third Quarter (through August 3, 2005)	$	7.15	$	6.66

      On August 3, 2005, the last full trading day prior to the commencement of the offer, the reported closing sales price per ADS on the NYSE was $7.01. Holders are urged to obtain a current market quotation for the ADSs.

      De Rigo did not pay any dividends on its ordinary shares or ADSs in respect of fiscal years ended December 31, 2004 and 2003, and has not paid any dividends during 2005.

7. Possible Effects of the Offer on the Market for Ordinary Shares and ADSs; NYSE Listing; Deposit Agreement; Exchange Act Registration and Margin Regulations

      Possible Effects of the Offer on the Market for Ordinary Shares and ADSs. The purchase of ordinary shares and ADSs pursuant to the offer will reduce the number of ADSs that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining ordinary shares and ADSs held by the public. The purchase of ordinary shares and ADSs pursuant to the offer can also be expected to reduce the number of holders of ordinary shares and ADSs. As discussed below, we intend to cause De Rigo to delist the ADSs and to terminate the deposit agreement.

      NYSE Listing. According to the NYSE’s published guidelines, De Rigo may voluntarily withdraw its ADSs from listing on the NYSE following approval by De Rigo’s Board. To delist voluntarily, De Rigo will also have to comply with (i) the SEC’s rules issued under Section 12(b) of the Exchange Act, which include

24

the filing of an application with the SEC, following which the SEC will publish a notice and accept comments relating to the proposed delisting, and (ii) any corporate approvals required under Italian corporate law. We intend to cause De Rigo to apply for delisting of the ADSs after completion of the offer.

      If the ADSs are delisted, the market for ADSs would be adversely affected.

      Termination of the Deposit Agreement. The ADS depositary is obligated to terminate the deposit agreement at any time at the direction of De Rigo by mailing notice of termination to the holders of ADSs then outstanding at least 30 days prior to the termination date fixed in such notice. Following the completion of the offer, we intend to cause De Rigo to instruct the ADS depositary to terminate the deposit agreement.

      On and after the date of termination, holders of ADSs will be entitled to delivery of ordinary shares and any other deposited securities represented by the ADSs surrendered upon (a) surrender of such ADSs at the Corporate Trust Office of the ADS depositary, (b) payment of the fee of the ADS depositary for the surrender of such ADSs and (c) payment of any applicable taxes or governmental charges. If any ADSs remain outstanding after the date of termination, the ADS depositary will discontinue the registration of transfers of ADSs, will suspend the distribution of dividends to the holders thereof, and will not give any further notices or perform any further acts under the deposit agreement, except (a) collecting dividends and other distributions pertaining to the deposited securities, if any, (b) selling rights, if any, as provided in the deposit agreement and (c) delivering ordinary shares, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for ADSs surrendered to the ADS depositary (after deduction of the fee of the ADS depositary for the surrender of ADSs, any expenses for the account of the holder of ADSs and any applicable taxes or government charges). At any time after the expiration of one year from the date of termination, the ADS depositary may sell any remaining ordinary shares and will hold uninvested the proceeds of any such sale, as well as any other cash it is holding under the agreement for the pro rata benefit of the holders of ADSs which have not theretofore been surrendered and shall have no liability for interest with respect to such proceeds. The ADS depositary’s only obligation will then be to account for the proceeds of the sale and other cash (after deduction of the fee of the ADS depositary for the surrender of ADSs, expenses for the account of the holder of ADSs, and any applicable taxes or government charges). After termination, De Rigo’s only obligation under the deposit agreement will be with respect to indemnification and to pay certain amounts to the ADS depositary. The ADS depositary has advised DR 3 that its general policy is to sell the ordinary shares or any securities received in exchange for such ordinary shares following the expiration of the one year period from the termination of a deposit agreement subject to review of each situation on a case by case basis. Since there is no public market for ordinary shares, and we do not intend to take steps to create such a market, the ADS depositary will be limited in its ability to sell the ordinary shares following a termination of the deposit agreement. Given the lack of a trading market for the ordinary shares, it is not clear at what price the ordinary shares would be sold. We may purchase ordinary shares from the ADS depositary in such circumstances.

      The sale of ordinary shares must comply with the procedures set forth in the Italian Civil Code. Under Section 2022 of the Italian Civil Code, the transfer of a share certificate of a stock corporation is effected by entering the name of the transferee on the share certificate and on the company’s share register, or through the issuance of a new share certificate in the name of the new holder, which is also noted in the register. Section 2022 also prescribes certain documentary formalities to properly transfer a share certificate. Under Section 2023 of the Italian Civil Code, unless otherwise provided by law, a share certificate may also be transferred by an endorsement authenticated by a notary or stock exchange broker so long as the formalities of Section 2023 are followed.

      If the deposit agreement is terminated, holders of ADSs may (a) surrender the ADRs evidencing ADSs to the ADS depositary in exchange for the ordinary shares underlying such ADSs or (b) not take any action, in which case the ADS depositary would likely sell the ordinary shares after one year as described above.

      Exchange Act Registration. The ADSs and the ordinary shares underlying the ADSs are currently registered under the Exchange Act. The purchase of the ADSs pursuant to the offer may result in the ADSs

25

and the ordinary shares underlying the ADSs becoming eligible for deregistration under the Exchange Act. Registration of the ADSs and the ordinary shares underlying the ADSs may be terminated by De Rigo upon application to the SEC if the outstanding ADSs are not listed on a “national securities exchange” and there are fewer than 300 U.S. holders of ADSs and ordinary shares.

      Termination of registration of the ADSs and of the ordinary shares underlying the ADSs under the Exchange Act would reduce the information required to be furnished by De Rigo to holders of its securities and to the SEC and would make certain provisions of the Exchange Act, such as the requirement of furnishing annual reports to security holders, no longer applicable with respect to De Rigo. In addition, if the ordinary shares and ADSs are no longer registered under the Exchange Act, the requirements of Rule 13e-3 with respect to “going private” transactions would no longer be applicable to De Rigo. Furthermore, the ability of “affiliates” of De Rigo and persons holding “restricted securities” of De Rigo to dispose of such securities pursuant to Rule 144 under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the ordinary shares and ADSs under the Exchange Act were terminated, the ordinary shares and ADSs would no longer be eligible for continued inclusion on the Federal Reserve Board’s list of “margin securities” or eligible for stock exchange listing or reporting on Nasdaq.

      We intend to cause De Rigo to apply for termination of the registration of the ADSs and the ordinary shares after consummation of the offer if the requirements for termination of registration are met.

      Margin Regulations. The ordinary shares and ADSs are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which classification has the effect, among other things, of allowing brokers to extend credit using such ordinary shares and ADSs as collateral. Depending upon factors similar to those described above regarding market quotations, the ordinary shares and ADSs might no longer constitute “margin securities” for the purposes of the margin regulations, in which event the ordinary shares and ADSs would be ineligible as collateral for margin loans made by brokers.

8.   Certain Information Concerning De Rigo

      General. Except as otherwise set forth herein, the information concerning De Rigo contained in this document has been furnished by De Rigo or taken from or based upon publicly available documents and records on file with the SEC and other public sources. None of the dealer manager, the information agent or the tender agent assumes responsibility for the accuracy or completeness of the information concerning De Rigo contained in such documents and records or for any failure by De Rigo to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to us or any of our respective affiliates and assigns, the dealer manager, the information agent or the tender agent, except to the extent imposed by law.

      De Rigo S.p.A. is a società per azioni (stock corporation) organized under the laws of the Republic of Italy with its principal executive offices located at Zona Industriale Villanova, No. 12, 32013 Longarone (BL), Italy. The telephone number of De Rigo’s principal executive offices is +39 0437 77 77.

      De Rigo was founded in 1978 as a società a responsabilità limitata, or a limited liability company, in Limana, Italy. Initially, De Rigo operated as a third party contractor for the production of sunglasses, prescription eyeglass frames and eyeglass components. In the early 1980s, De Rigo began to produce its own lines of sunglasses, and, within a few years, became one of the leading Italian producers of sunglasses in the mid- to premium-price categories. In 1992, De Rigo merged with Argosol S.r.l., another manufacturer of sunglasses and prescription eyeglass frames, wholly owned by the De Rigo brothers. By the early 1990s, De Rigo began to produce sunglasses and eyeglass frames under brand names licensed by renowned fashion houses and became one of the world’s leading producers of sunglasses in the mid- to premium-price categories. As a result of the acquisition of Dolland & Aitchison in late 1998 and General Optica in early 2000, De Rigo is now one of the largest optical retailers in Europe.

      In early 1995, De Rigo was converted into a società per azioni. Under its current Statuto, or by-laws, De Rigo has a duration of 25 years, expiring on December 31, 2020.

26

      Securities. As of June 1, 2005, a total of 44,934,976 ordinary shares of De Rigo were issued, including 9,734,916 ordinary shares represented by an equal number of ADSs, and a total of 42,486,776 ordinary shares were issued and outstanding, including 9,511,716 ordinary shares represented by an equal number of ADSs. As of June 1, 2005, a total of 2,448,200 ordinary shares, including 223,200 ordinary shares represented by an equal number of ADSs, were owned by De Rigo and not considered to be outstanding as of such date, having been repurchased as part of De Rigo’s authorized buy-back program.

      Historical Financial Data. The table below sets forth certain selected consolidated financial information relating to De Rigo and its subsidiaries as of December 31, 2004 and 2003 and for each of the two years then ended.

      De Rigo’s and its subsidiaries’ financial information set forth below was excerpted from the 2004 Form 20-F and, according to the 2004 Form 20-F, was prepared in accordance with accounting principles prescribed by Italian law and supplemented by the accounting principles issued by the Italian Accounting Profession or, in the absence thereof, the International Accounting Standards Committee (collectively “Italian GAAP”). As described in Note 19 to the audited consolidated financial statements included in Item 18 of the 2004 Form 20-F, Italian GAAP differs in certain significant respects from U.S. GAAP. A summary of the principal differences between U.S. GAAP and Italian GAAP as they apply to such financial statements and the necessary adjustments to reconcile Italian GAAP net income, assets and shareholders’ equity to U.S. GAAP net income, assets and shareholders’ equity is set forth in the 2004 Form 20-F and is incorporated herein by reference to such report.

	Year Ended/At December 31,
	2003(2)		2004		2004
					(thousands of
	(thousands of euros, except				dollars, except as
	as indicated)				indicated)(1)
INCOME STATEMENT DATA
Amounts in accordance with Italian GAAP:
Net sales	€	504,801	€	514,384	$	696,373
Cost of sales		202,040		198,900		269,271
Gross profit		302,761		315,484		427,102
Operating expenses		277,907		286,659		388,079
Income (loss) from operations		24,854		28,825		39,023
Income before income taxes		37,838		27,649		37,431
Income taxes		14,935		12,737		17,243
Net income(2)		18,478		14,478		19,600
Number of shares and ADS outstanding(3)		44,491,055		42,486,776		42,486,776
Weighted average number of shares and ADS(3)		44,618,230		43,503,858		43,503,858
Net income per Ordinary Share and ADS(2)(4)	€	0.42	€	0.34	$	0.46
Dividends per Ordinary Share and ADS(4)		—		—		—
Amounts in accordance with U.S. GAAP:
Net sales	€	504,801	€	514,384	$	696,373
Net sales from continuing operations		485,192		514,384		696,373
Net income (loss)		24,250		23,039		31,190
Net income (loss) from continuing operations		16,486		23,039		31,190
Diluted number of shares and ADS(3)		45,223,599		44,112,010		44,112,010
Net income per Ordinary Share	€	0.54	€	0.54	$	0.73
Basic earnings per Ordinary Share and per ADS from continuing operations	€	0.37	€	0.53	$	0.72
Diluted earnings per Ordinary Share and per ADS from continuing operations	€	0.37	€	0.52	$	0.71
Dividends per Ordinary Share and ADS		—		—		—

27

	Year Ended/At December 31,
	2003(2)		2004		2004
					(thousands of
	(thousands of euros, except				dollars, except as
	as indicated)				indicated)(1)
BALANCE SHEET DATA
Amounts in accordance with Italian GAAP:
Total current assets	€	156,349	€	159,483	$	215,908
Property, plant and equipment, net		109,083		108,176		146,449
Total assets		376,887		394,564		534,161
Total current liabilities		123,838		125,637		170,087
Long-term debt, less current portion		497		341		462
Total shareholders’ equity		226,884		241,409		326,820
Capital stock		11,626		11,683		15,816
Amounts in accordance with U.S. GAAP:
Total assets	€	392,076	€	403,569	$	546,352
Total current liabilities		123,838		125,637		170,087
Total shareholders’ equity		221,744		235,190		318,400

(1)	The translation of Euros into dollars was made at the rate of $1.3538 = €1.00, the Noon Buying Rate on December 31, 2004.
(2)	Certain amounts in De Rigo’s audited consolidated financial statements for the fiscal year ended December 31, 2003 have been reclassified to conform with the presentation of these amounts in De Rigo’s audited consolidated financial statements for the fiscal year ended December 31, 2004. See Note 2 to the audited consolidated financial statements included in Item 18 of the 2004 Form 20-F.
(3)	Number of Ordinary Shares/ADSs.
(4)	Euros/Dollars per Ordinary Share/ADS.

     De Rigo’s ratios of earnings to fixed charges for the years ended December 31, 2004 and 2003 were 25.40 and 18.52, respectively.

      De Rigo’s book value per share as of December 31, 2004 was €5.68 (or $6.89 at the Noon Buying Rate on July 29, 2005 of $1.2129 = €1.00).

      More comprehensive financial information is included in the 2004 Form 20-F (including “Item 5. Operating and Financial Review and Prospects”) and other documents filed by De Rigo with the SEC. We incorporate by reference the financial information included in Item 18 of the 2004 Form 20-F. The summary above is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. Copies of such reports and other documents may be examined at or obtained from the SEC in the manner set forth in “— Available Information” below.

      Recent Developments. In a press release that was filed with the SEC on Form 6-K on July 29, 2005, De Rigo reported its unaudited Italian GAAP sales results for the first half of 2005, which are summarized below.

      Consolidated net sales were €267.5 million, a decrease of 3.0% from the €275.9 million posted in the first six months of 2004. Sales of the wholesale and manufacturing segment totaled €79.4 million, a decrease of 4.1% from the €82.8 million recorded in the first half of 2004. Sales through De Rigo’s two retail companies amounted to €195.0 million, a decrease of 1.9% from the €198.7 million recorded in the first half of 2004. General Optica’s sales increased by 4.3% to €74.5 million from €71.4 million in the first six months of 2004, while Dollond & Aitchison recorded sales of €120.5 million, a decrease of 5.3% as compared with the same period last year.

      De Rigo’s consolidated net sales by geographic area for the first half of 2005 were as follows: net sales in Europe amounted to €238.0 million, a decrease of 3.8%, primarily as a result of lower sales through the retail companies and a decline in wholesale sales in certain markets. Net sales in the Rest of the World

28

increased by 5.0% to €25.4 million, reflecting positive results in certain Far Eastern markets. Net sales in the Americas amounted to €4.1 million, a decrease of 6.8%, primarily as a result of lower sales in the U.S. market.

      Financial Projections. From time to time, De Rigo’s management prepares internal financial projections, including annual budgets, regarding its anticipated operations for future years. We have included in this document three sets of projected financial data relating to De Rigo:

• data included in De Rigo’s business plan for 2005-2007 prepared in 2004, containing the budgeted numbers for 2005 and projections for 2006 and 2007;

• data included in De Rigo’s revised annual budget for 2005; and

• revised projections for 2006 and 2007 prepared by us in connection with our preparation for the offer.

      We have included this information because it was available to us and because we believe it may be material to a holder of ordinary shares or ADSs in determining whether to tender securities pursuant to the offer. These projections should be read together with the historical summary financial data of De Rigo set forth above and the more comprehensive historical financial statements of De Rigo, which may be obtained in the manner described below under “Available Information.” Each set of projected financial data is discussed below.

      Business Plan 2005-2007. The following is excerpted from the business plan for 2005-2007 prepared by management for De Rigo in 2004, which has been provided to certain members of De Rigo’s Board of Directors, including Mr. Ennio De Rigo, Mr. Walter De Rigo, Mr. Maurizio Dessolis and Mr. Massimo De Rigo. As described below, we do not believe this data should be considered as having continuing value.

Business Plan 2005-2007

(in thousands of euros)

	Budget		Projected		Projected
	2005		2006		2007
Net Sales		541,076		572,316		601,524
Capital Expenditures		33,402		29,194		24,405
EBITDA		65,365		68,085		72,734
EBIT		39,031		39,292		42,250
Net Income		20,398		20,849		22,883

      Revised Annual Budget for 2005. In June 2005, in light of De Rigo’s initial results for the first part of 2005, De Rigo’s management revised De Rigo’s annual budget for 2005 and provided it to certain members of De Rigo’s Board of Directors, including Mr. Ennio De Rigo, Mr. Maurizio Dessolis and Mr. Massimo De Rigo. The following is excerpted from the revised budget prepared by De Rigo’s management.

Revised Annual Budget 2005

(in thousands of euros)

	Revised Budget 2005
Net Sales		512,542
Capital Expenditures		30,681
EBITDA		54,409
EBIT		29,547
Net Income		16,232

      Revised Projections for 2006-2007. In light of the revisions to the annual budget for 2005, we do not believe that the financial projections for 2006 and 2007 included in the business plan prepared in 2004 and shown above should be relied upon as having continuing value. As a result, in connection with our

29

preparation for this offer, and our discussions with prospective lenders, we prepared revised projections for 2006 and 2007. These revised projections use management’s revised annual budget for 2005 as the base, and mathematically project results for 2006 and 2007 using the same assumptions as had been used by De Rigo management in preparing the projections for 2006 and 2007 included in the business plan. The following table shows the revised projections for the items included in the tables above.

Revised Projections for 2006-2007

(in thousands of euros)

	Revised Projected		Revised Projected
	2006		2007
Net Sales		543,662		571,584
Capital Expenditures		29,194		24,405
EBITDA		58,150		61,472
EBIT		31,416		33,476
Net Income		17,613		19,155

      These financial projections were not prepared with a view toward public disclosure, and investors should not unduly rely on such projections. The projections are not being included in this document to influence your decision whether to tender your ordinary shares or ADSs in the offer, but because these projections were available to us. Except as noted above with regard to the revised projections for 2006-2007, which were prepared by and are the responsibility of DR 3, these financial projections were prepared by De Rigo’s management. These were based on numerous variables and assumptions that are inherently uncertain and may be beyond our control or the control of De Rigo’s management. In particular, the projections may be affected by De Rigo’s ability to achieve strategic goals, objectives and targets over the applicable period. These assumptions necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond our or De Rigo’s control. The projections also reflect assumptions as to certain business decisions that are subject to change. Accordingly, actual results are likely to vary significantly from those set forth in these projections. In addition, these projections were not prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections, or generally accepted accounting principles in Italy or the United States. Neither we nor any of our directors, advisors, agents, representatives or independent consultants nor De Rigo or De Rigo’s Board of Directors, advisors, agents, representatives or independent consultants can give you any assurance that actual results will not differ materially from these projections, nor do we assume any obligation to update or revise these projections. Neither De Rigo nor we intend to make publicly available any update or other revisions to any of the projections to reflect circumstances existing after the date of preparation of the projections or the occurrence of unanticipated events, even if experience or future changes in assumed conditions make it clear that the projections are inaccurate. The inclusion of these projections in this document should not be regarded as a representation by De Rigo, us or any other person that the projected results will be achieved.

      Except as noted above, the prospective financial information included in this document has been prepared by, and is in the responsibility of, De Rigo’s management. De Rigo’s independent registered public accounting firm has neither examined nor compiled the accompanying prospective financial information and, accordingly, De Rigo’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto.

      Legal Proceedings. De Rigo is a defendant in a number of legal proceedings incidental to its business activities. De Rigo’s pending legal proceedings include various civil and administrative claims and disputes relating to the termination of distributorship agreements, trademarks, tax issues and other matters that arise in the normal course of De Rigo’s business. De Rigo has established a reserve for litigation and other contingent liabilities in cases in which it considers it probable that a claim will be resolved unfavorably and where De Rigo can reasonably estimate the potential loss involved. However, De Rigo is not able to predict the

30

ultimate outcome of any of the claims against it, and any material damages or other costs imposed on it may be in excess of its existing reserves. Unfavorable outcomes could also require De Rigo to make changes in its operations and/or incur additional expenses, which could affect its future profitability.

      Available Information. De Rigo is subject to the information and reporting requirements of the Exchange Act applicable to foreign private issuers and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. Such reports and other information should be available for inspection at the public reference room at the SEC’s office at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies may be obtained by mail, upon payment of the SEC’s customary charges, by writing to its principal office at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549. Further information on the operation of the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet worldwide web site that contains some of the reports and other information about issuers, such as De Rigo, which file electronically with the SEC. The address of that site is http://www.sec.gov. Such information should also be available for inspection at the library of the NYSE, 20 Broad Street, New York, NY 10005.

9.   Certain Information Concerning DR 3, De Rigo Holding and the De Rigo Brothers

      DR 3 S.r.l. DR 3, a wholly-owned subsidiary of De Rigo Holding, is an Italian limited liability company formed for the purposes of making this offer and, to date, has engaged in no activities other than those incidental to its formation and to the offer. The principal executive offices of DR 3 are at 450 Herengracht, 1017 C.A. Amsterdam, the Netherlands. The telephone number at DR 3’s principal executive offices is +31 2054 08989.

      The directors and executive officers of DR 3 are Mr. Ennio De Rigo, Mr. Maurizio Dessolis and Mr. Massimo De Rigo.

      De Rigo Holding B.V. De Rigo Holding is a Dutch limited liability company that is wholly owned by the De Rigo brothers. The De Rigo brothers established De Rigo Holding to hold and manage their interests in De Rigo and to make investments in other industrial sectors in which they participate. The principal executive offices of De Rigo Holding are at 450 Herengracht, 1017 C.A. Amsterdam, the Netherlands. The telephone number at De Rigo Holding’s principal executive offices is +31 2054 08989.

      The directors and executive officers of De Rigo Holding are Mr. Ennio De Rigo, Mr. Walter De Rigo, Mr. Maurizio Dessolis, Mr. Colin Longhurst and Deutsche International Trust Company N.V.

      Ennio De Rigo. Mr. Ennio De Rigo, an Italian citizen, owns 50% of De Rigo Holding and is a Managing Director. Mr. Ennio De Rigo is also a Managing Director of DR 3. He has been Chief Executive Officer of De Rigo since 1980 and Chairman of De Rigo’s Board of Directors since March 1995. From 1980 to March 1995, he held the position of Director of De Rigo. Mr. Ennio De Rigo’s business address is Zona Industriale Villanova, 32013 Longarone (BL), Italy. The telephone number at Mr. Ennio De Rigo’s business address is +39 0437 7777.

      Walter De Rigo. Mr. Walter De Rigo, an Italian citizen, owns 50% of De Rigo Holding and is a director. Mr. Walter De Rigo has been a Director of De Rigo since 1995. He is, and for more than five years has been, Chairman of the Board and Chief Executive Officer of De Rigo Refrigeration, a manufacturer of commercial refrigerators wholly owned by the De Rigo brothers, and is a Director of Impresa Edile F.lli De Rigo S.r.l., a construction company he wholly owns. From May 2000 through June 2001, he served as President of the Associazione degli Industriali della Provincia di Belluno, the industrial association for the province of Belluno. In June 2001, Mr. Walter De Rigo was elected to the Italian Senate. Mr. Walter De Rigo’s business address is De Rigo Refrigeration S.r.l., Via Cavassico Inferiore, 1, 32028 Trichiana (BL), Italy. The telephone number at Mr. Walter De Rigo’s business address is +39 0437 5591.

      Maurizio Dessolis. Mr. Maurizio Dessolis, an Italian citizen, is a Managing Director of DR 3 and a Managing Director of De Rigo Holding. Mr. Dessolis has been Chief Financial Officer of De Rigo since March 1993 and was elected as a member of the Board of Directors of De Rigo and one of its Vice-

31

Chairmen in May 2004. Mr. Dessolis’s business address is Zona Industriale Villanova, 32013 Longarone (BL), Italy. The telephone number at Mr. Dessolis’s business address is +39 0437 7777.

      Massimo De Rigo. Mr. Massimo De Rigo, an Italian citizen, is a Managing Director of DR 3. Mr. Massimo De Rigo has been the Head of the Design Department of De Rigo since 2000 and was elected as a member of the Board of Directors of De Rigo and one of its Vice-Chairmen in May 2004. Mr. Massimo De Rigo’s business address is Zona Industriale Villanova, 32013 Longarone (BL), Italy. The telephone number at Mr. Massimo De Rigo’s business address is +39 0437 7777.

      Colin Longhurst. Mr. Colin Longhurst, a citizen of the Netherlands, is, and for more than five years has been, a director of De Rigo Holding and a director of Executive Management Trust B.V. Mr. Longhurst’s business address is Drentestraat 24 BG, 1083 H.K. Amsterdam, the Netherlands. The telephone number at Mr. Longhurst’s business address is +31 2054 08989.

      Deutsche International Trust Company N.V. Deutsche International Trust Company N.V. is a trust organized in the Netherlands. Deutsche International Trust Company’s business address is Herengracht 450, 1017 C.A. Amsterdam, the Netherlands. The telephone number at Deutsche International Trust Company’s business address is +31 2055 54278.

      Questions regarding DR 3, De Rigo Holding or the De Rigo brothers should be directed to D.F. King & Co., Inc., the information agent, in the manner described on the back cover of this document.

      None of DR 3, De Rigo Holding, the De Rigo brothers, Mr. Dessolis, Mr. Massimo De Rigo, Mr. Longhurst or Deutsche International Trust Company N.V. has during the last five years (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws or a finding of any violation of U.S. federal or state securities laws.

      Except as set forth in this document, none of DR 3, De Rigo Holding, the De Rigo brothers, Mr. Dessolis, Mr. Massimo De Rigo, Mr. Longhurst or Deutsche International Trust Company N.V., or any associate or majority-owned subsidiary of any of the foregoing, beneficially owns or has the right to acquire any ordinary shares or ADSs of De Rigo, has engaged in any transactions in ordinary shares or ADSs of De Rigo in the past 60 days or has purchased any ordinary shares or ADSs in the past two years.

      Except as set forth elsewhere in this document, none of DR 3, De Rigo Holding, the De Rigo brothers, Mr. Dessolis, Mr. Massimo De Rigo, Mr. Longhurst or Deutsche International Trust Company N.V. is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to, or in connection with, the offer or with respect to any securities of De Rigo (including, without limitation, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations). There have been no negotiations, transactions or material contacts during the past two years concerning a merger, consolidation, or acquisition, a tender offer for or other acquisition of any securities of De Rigo, an election of directors of De Rigo, or a sale or other transfer of a material amount of assets of De Rigo, between DR 3, De Rigo Holding, the De Rigo brothers, Mr. Dessolis, Mr. Massimo De Rigo, Mr. Longhurst or Deutsche International Trust Company N.V., on the one hand, and De Rigo or any of its affiliates, on the other hand. Neither DR 3 nor De Rigo Holding has made any underwritten public offering of the ordinary shares or ADSs of De Rigo during the past three years that was (i) registered under the Securities Act of 1933 or (ii) exempt from registration under the Securities Act of 1933 pursuant to Regulation A thereunder.

      We believe that our financial condition is not material to a decision by a holder of ordinary shares or ADSs whether to tender such ordinary shares or ADSs in the offer because (a) the offer is being made for all outstanding ordinary shares and ADSs, (b) the offer is solely for cash and (c) the offer is not subject to any financing condition.

32

10. Source and Amount of Funds

      We estimate that the total amount of funds required to purchase all outstanding ordinary shares and ADSs not already owned by us pursuant to the offer and to pay related fees and expenses will be approximately $88.1 million. These funds will be available to us from a combination of contributions and shareholder loans from De Rigo Holding and borrowings under a credit facility, dated July 28, 2005, among DR 3, De Rigo Holding, as guarantor, and Banca Intesa S.p.A. (the “Credit Facility”).

      Under the terms of the Credit Facility, Banca Intesa S.p.A. has agreed to make loans to us in the aggregate amount of up to $90,000,000. Prior to the offer, no amounts had been borrowed under the Credit Facility. All borrowings under the Credit Facility will mature on the date falling 18 months less one day after the date of the Credit Facility. Loans under the Credit Facility bear interest at the LIBOR rate, plus a margin. The Credit Facility contains customary representations, warranties, affirmative and negative covenants, defaults and acceleration provisions.

      The amounts borrowed under the Credit Facility are guaranteed by De Rigo Holding, and the ordinary shares and ADSs to be purchased by DR 3 pursuant to the offer will be subject to a security arrangement in favor of Banca Intesa S.p.A.

      The summary provided above of the Credit Facility is qualified in its entirety by reference to the Credit Facility, a copy of which is filed as an exhibit to the combined Schedule TO and 13E-3 filed by us with the SEC on the date hereof.

11. Certain Conditions of the Offer

      Notwithstanding any other term of the offer, we shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-l(c) under the Exchange Act (relating to our obligation to pay for or return tendered ordinary shares and ADSs promptly after the termination or withdrawal of the offer), to pay for any ordinary shares and ADSs tendered in connection with the offer and may terminate or amend the offer, unless all required approvals under applicable U.S. or foreign laws or regulations have been obtained.

      Additionally, notwithstanding any other provision of the offer, we shall not be required to accept for payment or, except as otherwise provided in this offer, to pay for any ordinary shares or ADSs tendered in the offer and may terminate or amend the offer if at any time prior to the acceptance for payment of ordinary shares or ADSs, any of the following conditions exist:

(a) there shall be threatened, instituted or pending any action, proceeding, application or counterclaim by any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing or other governmental or quasi-governmental authority (each, a “Governmental Entity”), or by any other person, U.S. or foreign, before any Governmental Entity,

(i)

(A) challenging or seeking to, or which is reasonably likely to, make illegal, delay or otherwise, directly or indirectly, restrain or prohibit, or seeking to, or which is reasonably likely to, impose voting, procedural, price or other requirements, other than as described herein, in connection with the making of the offer or the acceptance for payment of, or payment for, some of or all the ordinary shares and ADSs by DR 3, or (B) seeking to obtain material damages in connection with the foregoing;

(ii)

seeking to, or which is reasonably likely to, restrain, prohibit or limit the ownership or operation by any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates of all or any portion of De Rigo’s business or assets or their respective subsidiaries or to compel any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates to dispose of or hold separate all or any portion of the business or assets of De Rigo or any of its subsidiaries or all or any portion of the business or assets of

33

	any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates or seeking to impose, or which is reasonably likely to result in, any limitation on the ability of the De Rigo brothers, De Rigo Holding, DR 3, De Rigo or any of their respective subsidiaries or affiliates to conduct any of such businesses or own any of such assets;
(iii)	seeking to impose or confirm limitations on the ability of any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates to exercise effectively the full rights of ownership of the ordinary shares or ADSs, including, without limitation, the right to vote any ordinary shares or ADSs acquired or owned by the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates on matters properly presented to shareholders;
(iv)	seeking to require divestiture by any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates of any ordinary shares or ADSs,
(v)	seeking any material diminution in the benefits expected to be derived by any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates as a result of the transactions contemplated by the offer,
(vi)	which is otherwise directly or indirectly relating to the offer and which is reasonably likely to materially adversely affect De Rigo or any of its subsidiaries or any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates or the value of the ordinary shares or ADSs, or
(vii)	adversely affecting the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), operations, licenses or franchises, results of operations or prospects of De Rigo or any of its subsidiaries;

(b) there shall be any action taken, or any statute, rule, regulation, legislation, interpretation, judgment, order or injunction proposed, enacted, enforced, promulgated, amended, issued or deemed applicable to

(i)	any of the De Rigo brothers, De Rigo Holding or DR 3 or any of their respective affiliates or De Rigo or any of its subsidiaries, or
(ii)	the offer by any government, legislative body or court, U.S. or foreign, or Governmental Entity that is reasonably likely to, directly or indirectly, result in any of the consequences referred to in clauses (i) through (vii) of paragraph (a) above;

(c)

any change shall have occurred or been threatened (or any condition, event or development shall have occurred or been threatened involving a prospective change) in the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), operations, licenses or franchises, results of operations or prospects of De Rigo or any of its subsidiaries that is or may reasonably be expected to be materially adverse to De Rigo or any of its subsidiaries, or DR 3 shall have become aware of any facts that have or may reasonably be expected to have material adverse significance with respect to either the value of De Rigo or any of its subsidiaries or the value of the ordinary shares or ADSs to DR 3, De Rigo Holding, the De Rigo brothers or any of their respective affiliates;

(d)

there shall have occurred or been threatened

(i)	any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States or in Italy,
(ii)	any change that has had or may have a materially adverse effect on the securities or financial markets in the United States, in Italy or any material change in the market price of the ADSs,

34

(iii)	any change in the general political, market, economic or financial conditions in the United States, in Italy or elsewhere that could reasonably be expected to have a material adverse effect upon the business, properties, assets, liabilities, capitalization, shareholders’ equity, condition (financial or otherwise), operations, licenses or franchises, results of operations or prospects of De Rigo or any of its subsidiaries or the value of the ordinary shares or the ADSs,
(iv)	any material change in U.S. or European currency exchange rates or any other currency exchange rates or a suspension of, or limitation on, the markets therefore,
(v)	a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or in Italy, or
(vi)	any limitation (whether or not mandatory) by any government, domestic, foreign or supranational, or Governmental Entity, or other event that might reasonably be expected to affect the extension of credit by banks or other lending institutions,
(vii)	a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving the United States or Italy, or
(viii)	in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or

(e) any necessary approval, permit, authorization, favorable review or consent of any Governmental Entity shall not have been obtained;

which, in our reasonable judgment, in any case, and regardless of the circumstances (including any action or inaction by us or any of our affiliates that is not otherwise prohibited by law, including Section 14(e) of the Exchange Act) giving rise to any such condition, makes it inadvisable to proceed with the offer or with acceptance for payment or payment for ordinary shares or ADSs.

      The foregoing conditions are for our sole benefit and, regardless of the circumstances, may be asserted by us in whole or in part at any applicable time or from time to time prior to the expiration of the offer, except that any condition relating to receipt of any governmental regulatory approvals may be asserted at any time prior to the acceptance for payment of ordinary shares or ADSs, and all conditions may be waived by us in our discretion in whole or in part at any applicable time or from time to time prior to expiration of the offer, in each case subject to applicable rules and regulations of the SEC. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination by us concerning the events described above will be final and binding on all parties.

12. Certain Legal Matters

      General. Except as otherwise set forth in this document, we are not aware of any licenses or other regulatory permits which appear to be material to the business of De Rigo and which might be adversely affected by the acquisition of ordinary shares or ADSs by us pursuant to the offer or of any approval or other action by any governmental, administrative or regulatory agency or authority which would be required for the acquisition or ownership of ADSs or ordinary shares by us pursuant to the offer. In addition, we are not aware of any filings, approvals or other actions by or with any governmental authority or administrative or regulatory agency that would be required for our acquisition or ownership of the ADSs or ordinary shares. Should any such approval or other action be required, we currently expect that such approval or action would be sought or taken. There can be no assurance that any such approval or action, if needed, would be obtained or, if obtained, that it will be obtained without substantial conditions or that adverse consequences might not result to De Rigo’s business or the business of any of the De Rigo brothers or De Rigo Holding or that certain parts of De Rigo’s business or the business of any of the De Rigo brothers or De Rigo Holding might not have to be disposed of or held separate in the event that such approvals were not obtained or such other

35

actions were not taken. Our obligation under the offer to accept for payment and pay for ordinary shares and ADSs is subject to certain conditions. See “THE TENDER OFFER — Certain Conditions of the Offer.”

      United States Antitrust Compliance. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the related rules and regulations that have been issued by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated until certain information and documentary material have been furnished to the FTC and the Antitrust Division of the Department of Justice (the “Antitrust Division”) and certain waiting period requirements have been satisfied. The purchase of the ordinary shares and ADSs pursuant to the offer is exempt from such requirements because we currently own in excess of 50 percent of De Rigo’s issued and outstanding shares.

      While we believe that consummation of the offer would not violate any antitrust laws, there can be no assurance that a challenge to the offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any other person, DR 3 may not be obligated to consummate the offer. See “THE TENDER OFFER — Certain Conditions of the Offer.”

      Other Foreign Laws. De Rigo and certain of its subsidiaries, the De Rigo brothers, De Rigo Holding and DR 3 conduct business in Italy, the European Union and several other countries outside the United States where regulatory filings or approvals may be required or desirable in connection with the consummation of the offer. Certain of such filings or approvals, if required or desirable, may not be made or obtained prior to the expiration of the offer. We are analyzing the applicability of any such laws and currently intend to take such action as may be required or desirable. If any non-U.S. governmental entity takes any action prior to the completion of the offer that might have certain adverse effects, DR 3 will not be obligated to accept for payment or pay for any ordinary shares or ADSs tendered. See “THE TENDER OFFER — Certain Conditions of the Offer.”

      Takeover Laws. De Rigo conducts business in several states in the United States. A number of states throughout the United States have enacted takeover statutes that purport, in varying degrees, to be applicable to attempts to acquire securities of corporations that are incorporated or have assets, shareholders, executive offices or places of business in such states. U.S. courts have held that takeover statutes that impose a substantial burden on interstate commerce are unconstitutional, but have upheld takeover statutes that disqualify a potential acquirer from voting on the affairs of a corporation without the prior approval of the remaining shareholders. A number of U.S. federal courts have ruled that state takeover statutes are unconstitutional insofar as they apply to corporations incorporated outside the state of enactment. De Rigo is incorporated in Italy, and therefore we believe that De Rigo is not subject to any U.S. state takeover statutes.

      DR 3 has not attempted to comply with any U.S. state or non-U.S. takeover statutes in connection with the offer. DR 3 reserves the right to challenge the validity or applicability of any law allegedly applicable to the offer, and nothing in this document nor any action taken in connection herewith is intended as a waiver of that right. In the event that it is asserted that one or more takeover statutes apply to the offer, and it is not determined by an appropriate court that such statute or statutes do not apply or are invalid as applied to the offer, as applicable, DR 3 may be required to file certain documents with, or receive approvals from, the relevant U.S. state or foreign authorities, and DR 3 might be unable to accept for payment or purchase the ordinary shares or ADSs tendered pursuant to the offer or be delayed in continuing or consummating the offer. In such a case, DR 3 may not be obligated to accept for purchase, or pay for, any ordinary shares or ADSs tendered. See “THE TENDER OFFER — Certain Conditions of the Offer.”

      Dissenters Rights; Appraisal Rights. Under Italian law, the holders of ADSs and ordinary shares who do not tender their ADSs or ordinary shares in the offer will not have dissenters rights or appraisal rights in connection with the offer. Under Italian law, however, upon delisting, holders of ordinary shares and ADSs may be entitled to exercise withdrawal rights with respect to such securities at a price equal to the arithmetic average of the closing prices of the ADSs recorded during the six months preceding publication of the call notice convening De Rigo’s shareholders’ meeting approving the delisting. See “SPECIAL FACTORS — Certain Effects of the Offer.”

36

      “Going Private” Transactions. Rule 13e-3 under the Exchange Act is applicable to certain “going private” transactions, including the offer.

13. Fees and Expenses

      We have retained Lehman Brothers to act as the dealer manager in connection with the offer. An affiliate of Lehman Brothers is also serving as financial advisor to us in connection with the offer. Lehman Brothers and its affiliate will receive, for these services, customary fees. We also have agreed to reimburse Lehman Brothers and its affiliate for reasonable out-of-pocket expenses incurred in connection with the offer and to indemnify Lehman Brothers and its affiliate against liabilities in connection with the offer, including liabilities under the U.S. federal securities laws. Lehman Brothers and its affiliates may actively trade equity securities of De Rigo for their own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. Lehman Brothers and its affiliates have provided in the past, and may continue to provide from time to time, investment banking advice and financial advisory services to us and our affiliates (including De Rigo). Lehman Brothers and its affiliates have and will receive customary fees for such services.

      We have retained the tender agent and the information agent in connection with the offer. Each of the tender agent and the information agent will receive customary compensation and reimbursement for reasonable out-of-pocket expenses, as well as indemnification against certain liabilities in connection with the offer, including liabilities under the U.S. federal securities laws.

      The information agent and the dealer manager may contact holders of ordinary shares and ADSs outside of Italy by personal interview, mail, electronic mail, telephone and other methods of electronic communication and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the offer materials to beneficial holders of ordinary shares and ADSs to the extent permitted by applicable law.

      Except as set forth above, we will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of ordinary shares or ADSs pursuant to the offer. Brokers, dealers, commercial banks and trust companies will be reimbursed by us upon request for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers.

      The following is an estimate of the fees and expenses to be incurred by us:

Filing Fees	$	9,990
Tender Agent Fees		44,500
Information Agent Fees		21,500
Investment Banking and Dealer Manager Fees		2,570,000
Legal, Printing and Miscellaneous Fees and Expenses		589,000
Total	$	3,234,990

14. Miscellaneous

      The offer is not being made to (nor will tenders be accepted from or on behalf of) holders of ordinary shares or ADSs in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, DR 3 may, in its sole discretion, take such action as it may deem necessary to make the offer in any such jurisdiction and extend the offer to holders of ordinary shares and ADSs in such jurisdiction.

      Except as set forth below, we are not aware of any jurisdiction in which the making of the offer or the acceptance of ordinary shares or ADSs in connection therewith would not be in compliance with the laws of such jurisdiction. THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY, AND NO COPIES OF THIS DOCUMENT OR ANY OTHER DOCUMENT RELATING TO THE OFFER

37

HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF THIS DOCUMENT AND OTHER DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

      We have filed with the SEC the Schedule TO (including exhibits) in accordance with the Exchange Act, furnishing certain additional information with respect to the offer, including the information required by Schedule 13E-3, and may file amendments thereto. In addition, De Rigo will file, and distribute to holders of ordinary shares and ADSs, a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 containing a statement of De Rigo’s position with respect to the offer, the factors considered by it in connection with its position and certain additional information. The Schedule TO and any amendments thereto, including exhibits, may be examined and copies may be obtained from the SEC in the manner set forth in “THE TENDER OFFER — Certain Information Concerning De Rigo” under “Available Information.”

      No person has been authorized to give any information or make any representation on behalf of us not contained in this document or in the related letter of transmittal and, if given or made, such information or representation must not be relied upon as having been authorized. Neither delivery of this document nor any purchase pursuant to the offer will, under any circumstances, create any implication that there has been no change in our affairs or those of De Rigo or any of its subsidiaries since the date as of which information is furnished or the date of this document.

DR 3 S.r.l.

August 4, 2005

38

      Facsimile copies of the letter of transmittal will be accepted. The letter of transmittal, certificates for the ordinary shares, the ADRs and any other required documents should be sent by each holder or such holder’s broker, dealer, commercial bank, trust company or other nominee to the tender agent as follows:

The tender agent for the offer is:

THE BANK OF NEW YORK

By Registered or Certified Mail:	By Hand or Overnight Courier:
The Bank of New York	The Bank of New York
Tender & Exchange Department	Tender & Exchange Department — 11W
P.O. Box 11248	101 Barclay Street
Church Street Station	Receive & Deliver Window — Street Level
New York, NY 10286-1248	New York, NY 10286

Facsimile for Eligible Institutions:

(212) 815-6433

To Confirm Facsimile Transmission by Telephone:

(212) 815-6212

      Any questions or requests for assistance or additional copies of this document and the related letter of transmittal may be directed to the information agent at its telephone number and location listed below. Holders of ADSs may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the offer.

The information agent for the offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor	2 London Wall Buildings,
New York, NY 10005	2nd Floor
Banks and brokers call collect:	London Wall, London
(212) 269-5550	EC2M 5PP, England
All others call toll free:	Telephone: +44 20 7920 9700
(800) 859-8511

The dealer manager for the offer is:

Lehman Brothers

745 Seventh Avenue

New York, NY 10019

Telephone: (212) 526-7850

Attention: Equity Corporate Services

EX-99.A.1.B

Exhibit (a)(1)(B)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Letter of Transmittal

To Tender Ordinary Shares and American Depositary Shares

(each American Depositary Share representing one Ordinary Share)

of

DE RIGO S.p.A.

at

$8.75 Per Ordinary Share and Per American Depositary Share

Pursuant to the Offer to Purchase dated August 4, 2005

by

DR 3 S.r.l.

a wholly-owned subsidiary of

DE RIGO HOLDING B.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON FRIDAY, SEPTEMBER 9, 2005, UNLESS THE OFFER IS EXTENDED.

The Tender Agent for the Offer is:

The Bank of New York

By Registered or Certified Mail:	By Hand or Overnight Courier:
The Bank of New York	The Bank of New York
Tender & Exchange Department	Tender & Exchange Department — 11W
P.O. Box 11248	101 Barclay Street
Church Street Station	Receive & Deliver Window — Street Level
New York, NY 10286-1248	New York, NY 10286

Facsimile for Eligible Institutions:

(212) 815-6433

To Confirm Facsimile

Transmission by Telephone:

(212) 815-6212

DESCRIPTION OF ORDINARY SHARES AND ADSs TENDERED

Name(s) and Address(es) of Registered Owner(s)
(If blank, please fill in exactly as name(s) appear(s)	Ordinary Shares or ADSs Tendered
on share certificate(s) or ADR(s))	(Attach additional list if necessary)
	Share Certificate or ADR Number(s)*		Total Number of Ordinary Shares or ADSs Represented By Share Certificate(s) or ADR(s)*	Number of Ordinary Shares or ADSs Tendered**
		Total Ordinary
		Shares or ADSs
* Need not be completed by holders tendering ADSs by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all ordinary shares or ADSs represented by certificates or ADRs delivered to the Tender Agent are being tendered hereby. See Instruction 4.
*** If any of the Share Certificates or ADRs that you own have been lost, destroyed, mutilated or stolen, see Instruction 10. If any ADRs have been lost, destroyed, mutilated or stolen, please fill out the remainder of this Letter of Transmittal and indicate here the number of ADSs represented by the lost, destroyed, mutilated or stolen ADR(s). Number of ADSs:         .

      DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND, IF YOU ARE A U.S. HOLDER, COMPLETE THE SUBSTITUTE FORM W-9 ACCOMPANYING THIS LETTER OF TRANSMITTAL OR IRS FORM W-9; IF YOU ARE A NON-U.S. HOLDER, YOU MUST COMPLETE A FORM W-8BEN OR OTHER FORM W-8, AS APPLICABLE.

      PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

      You have received this Letter of Transmittal in connection with the offer by DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company (“De Rigo Holding”) that is owned and controlled by Ennio De Rigo and Walter De Rigo, to purchase any and all outstanding ordinary shares, par value €0.26 per ordinary share (“Ordinary Shares”), and outstanding American Depositary Shares, each representing one Ordinary Share (“ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), for $8.75 per Ordinary Share and ADS, net to the tendering holder in cash, without interest thereon and less any required withholding taxes, as described in the Offer to Purchase, dated August 4, 2005 (the “Offer to Purchase”). This document should be read in conjunction with the Offer to Purchase.

      You should use this Letter of Transmittal to deliver to the Tender Agent (as defined in the Offer to Purchase) Ordinary Shares represented by share certificates or ADSs represented by American Depositary Receipts (“ADRs”) for tender. If you hold your ADSs in the De Rigo Global Buy DIRECT Plan, you must complete and deliver this Letter of Transmittal, but you do not need to deliver an ADR. If you are delivering your ADSs by book-entry transfer to an account maintained by the Tender Agent at The Depository Trust

2

Company (“DTC”), you may instruct your broker, dealer, commercial bank, trust company or other nominee in a timely manner to use an Agent’s Message (as defined in Instruction 2 below). In this document, holders who deliver certificates representing their Ordinary Shares or who deliver ADRs representing their ADSs are referred to as “Certificate Holders.” Holders who deliver their ADSs through book-entry transfer are referred to as “Book-Entry Holders.” Delivery of documents to DTC will not constitute delivery to the Tender Agent.

      If certificates for your Ordinary Shares or ADRs for your ADSs are not immediately available or you cannot deliver your certificates or ADRs and all other required documents to the Tender Agent on or prior to the expiration date of the Offer (as defined below), or you cannot comply with the book-entry transfer procedures on a timely basis, you may nevertheless tender your Ordinary Shares or ADSs according to the guaranteed delivery procedures set forth in the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase. See Instruction 2. The term “Expiration Date” means 5:00 P.M., New York City time, on Friday, September 9, 2005, or if the Offer is extended, the latest time and date at which the Offer, as extended, will expire.

      THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY, AND NO COPIES OF THIS DOCUMENT, THE OFFER TO PURCHASE OR ANY OTHER DOCUMENT RELATING TO THE OFFER HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF THIS DOCUMENT AND OTHER DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

o CHECK HERE IF TENDERED ADSs ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE TENDER AGENT WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER ADSs BY BOOK-ENTRY TRANSFER):

   Name of Tendering Institution: 

   DTC Participant Number: 

   Transaction Code Number:

o CHECK HERE IF TENDERED ORDINARY SHARES OR ADSs ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE TENDER AGENT AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY.

   Name(s) of Registered Owner(s): 

   Window Ticket Number (if any) or DTC Participant Number: 

   Date of Execution of Notice of Guaranteed Delivery: 

   Name of Institution which Guaranteed Delivery: 

   Transaction Code Number: 

3

NOTE: SIGNATURES MUST BE PROVIDED BELOW

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      The undersigned hereby tenders to DR 3 the above-described Ordinary Shares or ADSs pursuant to the Offer to Purchase, at a price of $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, receipt of which is hereby acknowledged, and this Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the “Offer”).

      The undersigned understands that the acceptance for payment by DR 3 of Ordinary Shares or ADSs tendered pursuant to one of the procedures described in the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase will constitute a binding agreement between the undersigned and DR 3 upon the terms and subject to the conditions of the Offer.

      On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment) and to the extent permitted under applicable law, subject to, and effective upon, acceptance for payment and payment for the Ordinary Shares and ADSs validly tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, DR 3, all right, title and interest in and to all of the Ordinary Shares and ADSs being tendered hereby and any and all cash dividends, distributions, rights, other Ordinary Shares, ADSs or other securities issued or issuable in respect of such Ordinary Shares or ADSs on or after August 4, 2005 (collectively, “Distributions”). In addition, the undersigned irrevocably appoints The Bank of New York (the “Tender Agent”) as the true and lawful agent and attorney-in-fact of the undersigned with respect to such Ordinary Shares or ADSs and any Distributions with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to the fullest extent of the undersigned’s rights with respect to such Ordinary Shares or ADSs and any Distributions (a) to deliver certificates representing Ordinary Shares (“Share Certificates”) and American Depositary Receipts representing ADSs (“ADRs”) and any Distributions, or transfer ownership of such ADSs and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of DR 3, (b) to present such Ordinary Shares and ADSs and any Distributions for transfer on the books of De Rigo and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Ordinary Shares and ADSs and any Distributions, all in accordance with the terms and subject to the conditions of the Offer and to the extent permitted under applicable law.

      To the extent permitted under applicable law, the undersigned hereby irrevocably appoints each of the designees of DR 3 the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of the undersigned’s rights with respect to the Ordinary Shares and ADSs tendered hereby that have been accepted for payment and with respect to any Distributions. The designees of DR 3 will, with respect to the Ordinary Shares and ADSs and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of the undersigned, as they, in their sole discretion, may deem proper. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Ordinary Shares or ADSs. Such appointment is effective when, and only to the extent that, DR 3 accepts the Ordinary Shares and ADSs tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Ordinary Shares and ADSs and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). DR 3 reserves the right to require that, in order for Ordinary Shares and ADSs to be deemed validly tendered, immediately upon DR 3’s acceptance for payment of such Ordinary Shares and ADSs, DR 3 must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Ordinary Shares

4

and ADSs and any associated Distributions, including voting at any meeting of stockholders concerning any matter.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Ordinary Shares and ADSs and any Distributions tendered hereby and, when the same are accepted for payment by DR 3, DR 3 will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Ordinary Shares or ADSs, or that the Share Certificate(s) or ADR(s) have been endorsed to the undersigned in blank or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the ADSs. The undersigned will, upon request, execute and deliver any additional documents deemed by the Tender Agent or DR 3 to be necessary or desirable to complete the sale, assignment and transfer of the Ordinary Shares and ADSs and any Distributions tendered hereby. In addition, the undersigned shall promptly remit and transfer to the Tender Agent for the account of DR 3 any and all Distributions in respect of the Ordinary Shares and ADSs tendered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, DR 3 shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by DR 3 in its sole discretion.

      It is understood that the undersigned will not receive payment for the Ordinary Shares or ADSs unless and until the Ordinary Shares or ADSs are accepted for payment and until the Share Certificate(s) or ADR(s) owned by the undersigned are received by the Tender Agent at the address set forth above, together with such additional documents as the Tender Agent may require, or, in the case of ADSs held in book-entry form, ownership of ADSs is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Tender Agent. It is understood that the method of delivery of the Share Certificate(s) and ADR(s) and all other required documents is at the option and risk of the undersigned and that the risk of loss of such Share Certificate(s) or ADR(s) shall pass only after the Tender Agent has actually received the Share Certificate(s) or ADR(s).

      All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

      Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price and/or return any Share Certificates representing Ordinary Shares or ADRs representing ADSs not tendered or accepted for payment in the name(s) of the registered owner(s) appearing under “Description of Ordinary Shares and ADSs Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates representing Ordinary Shares or ADRs representing ADSs not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Ordinary Shares and ADSs Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates representing Ordinary Shares or ADRs representing ADSs not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates or ADRs (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any ADSs tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that DR 3 has no obligation pursuant to the Special Payment Instructions to transfer any Ordinary Shares or ADSs from the name of the registered owner thereof if DR 3 does not accept for payment any of the Ordinary Shares or ADSs so tendered.

5

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

      To be completed ONLY if Share Certificate(s) representing Ordinary Shares or ADR(s) representing ADSs not tendered or not accepted for payment and/or the check for the purchase price of Ordinary Shares or ADSs accepted for payment (less any required withholding taxes) are to be issued in the name of someone other than the undersigned or if ADSs tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.

Issue: o Check and/or o Share Certificates or ADRs to:

Name: 

(Please Print)

Address: 

(Include Zip Code)

(Tax Identification or Social Security Number)

o  Credit ADSs tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.

(DTC Account Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 1, 5, 6 and 7)

      To be completed ONLY if Share Certificate(s) representing Ordinary Shares or ADR(s) representing ADSs not tendered or not accepted for payment and/or the check for the purchase price of Ordinary Shares or ADSs accepted for payment (less any required withholding taxes) are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Ordinary Shares and ADSs Tendered” above.

Deliver: o Check and/or o Share Certificates or ADRs to:

Name: 

(Please Print)

Address: 

(Include Zip Code)

(Tax Identification or Social Security Number)

o  Credit ADSs tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.

(DTC Account Number)

IMPORTANT — SIGN HERE

(U.S. Holders Please Also Complete Substitute Form W-9 Included Herein)

(Non-U.S. Holders Please Obtain and Complete Form W-8BEN or Other Form W-8)

(all holders must sign)

(Signature(s) of Holder(s))

Dated: ______________________________ , 2000

      (Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or ADR(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Name(s):

(Please Print)

Capacity (full title):

Address:

(Include Zip Code)

Area Code and Telephone Number:

Tax Identification or

Social Security No.:

GUARANTEE OF SIGNATURE(S)

(For use by Eligible Institutions only; see Instructions 1 and 5)

Name of Firm:

Address:

(Include Zip Code)

Authorized Signature:

Name:

(Please Type or Print)

Area Code and Telephone Number:

Dated: ______________________________ , 2005

Place medallion guarantee in space below:

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

       1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an “Eligible Institution”). Medallion guarantees from Eligible Institutions are generally not available outside the United States. If you need and are unable to obtain a medallion guarantee from an Eligible Institution, please contact the Information Agent for instructions. See Instruction 5. Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in DTC whose name appears on a security position listing as the owner of the ADSs) of Ordinary Shares or ADSs tendered herewith and such registered owner has not completed either the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Ordinary Shares or ADSs are tendered for the account of an Eligible Institution.

      2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be used either if Share Certificates or ADRs are to be forwarded herewith or, unless an Agent’s Message is utilized, if tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase. An originally signed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Ordinary Shares, ADRs representing all physically tendered ADSs, or confirmation of any book-entry transfer into the Tender Agent’s account at DTC of ADSs tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Tender Agent at one of its addresses set forth herein on or prior to the Expiration Date (as described in the section “THE TENDER OFFER — Terms of the Offer” of the Offer to Purchase). Please do not send your Share Certificates or ADRs directly to DR 3, De Rigo Holding or De Rigo.

      Holders whose Share Certificates or ADRs are not immediately available or who cannot deliver all other required documents to the Tender Agent on or prior to the Expiration Date or who cannot comply with the procedures for book-entry transfer on a timely basis, may nevertheless tender their Ordinary Shares or ADSs by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by DR 3 must be received by the Tender Agent prior to the Expiration Date and (c) Share Certificates representing all tendered Ordinary Shares or ADRs representing all tendered ADSs, in proper form for transfer (or a Book-Entry Confirmation with respect to such ADSs), as well as a Letter of Transmittal (or an originally signed facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and all other documents required by this Letter of Transmittal, must be received by the Tender Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery. See Instruction 5.

      A properly completed and duly executed Letter of Transmittal (or an originally signed facsimile thereof) must accompany each such delivery of Share Certificates or ADRs to the Tender Agent.

      The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Tender Agent and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the ADSs which are the subject of such Book-Entry

8

Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that DR 3 may enforce such agreement against the participant.

      THE METHOD OF DELIVERY OF THE ORDINARY SHARES, THE ADSs, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES OR ADRs SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE TENDER AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

      No alternative, conditional or contingent tenders will be accepted and no fractional Ordinary Shares or ADSs will be purchased. All tendering holders, by execution of this Letter of Transmittal (or an originally signed facsimile thereof), waive any right to receive any notice of the acceptance of their Ordinary Shares or ADSs for payment.

      All questions as to validity, form and eligibility of the surrender of any Share Certificate or ADR hereunder will be determined by DR 3 (which may delegate power in whole or in part to the Tender Agent) and such determination shall be final and binding. DR 3 reserves the right to waive any irregularities or defects in the surrender of any Share Certificate(s) or ADR(s). A surrender will not be deemed to have been made until all irregularities have been cured or waived. None of DR 3, De Rigo Holding, Ennio De Rigo, Walter De Rigo or any of their respective affiliates or assigns, the Tender Agent, the Information Agent (as defined in the Offer to Purchase), the Dealer Manager (as defined in the Offer to Purchase) or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. DR 3’s interpretation of the terms and conditions of the Offer (including this Letter of Transmittal and the instructions hereto and any other documents related to the Offer) will be final and binding.

      3.    Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Ordinary Shares or ADSs should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

      4.    Partial Tenders (Applicable to Certificate Holders Only). If fewer than all the Ordinary Shares evidenced by any Share Certificate or fewer than all ADSs evidenced by any ADR delivered to the Tender Agent are to be tendered, fill in the number of Ordinary Shares or ADSs which are to be tendered in the box titled “Number of Ordinary Shares or ADSs Tendered.” In such cases, new certificate(s) or ADRs for the remainder of the Ordinary Shares or ADSs that were evidenced by the old certificate(s) or ADRs but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date. All Ordinary Shares represented by Share Certificates or ADSs represented by ADRs delivered to the Tender Agent will be deemed to have been tendered unless otherwise indicated.

      5.    Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Ordinary Shares or ADSs tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) or ADRs without alteration, enlargement or any other change whatsoever.

      If any of the Ordinary Shares or ADSs tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any of the tendered Ordinary Shares or ADSs are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or originally signed facsimiles thereof) as there are different registrations of such Ordinary Shares or ADSs.

9

      If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to DR 3 of their authority so to act must be submitted.

      If this Letter of Transmittal is signed by the registered owner(s) of the Ordinary Shares or ADSs listed and transmitted hereby, no endorsements of Share Certificates or ADRs or separate stock powers are required unless payment is to be made to, or Share Certificates representing Ordinary Shares or ADRs representing ADSs not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s). Signatures on such Share Certificates or ADRs or stock powers must be guaranteed by an Eligible Institution. See Instruction 1.

      If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Ordinary Share(s) or ADS(s) listed, the Share Certificate(s) or ADR(s) must be endorsed or accompanied by the appropriate stock powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s) or ADR(s). Signatures on such Share Certificates or ADRs or stock powers must be guaranteed by an Eligible Institution.

      6.    Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, DR 3 will pay any stock transfer taxes with respect to the transfer and sale of Ordinary Shares or ADSs to it or to its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates representing Ordinary Shares or ADRs representing ADSs not tendered or accepted for payment are to be registered in the name of, any person resident in Italy other than the registered owner(s), or if tendered Share Certificates or ADRs are registered in the name of any person resident in Italy other than the person signing this Letter of Transmittal, any such registered owner(s) or person shall independently establish whether it owes any stock transfer taxes in connection with such transfer and, in case any such taxes shall be due, pay them directly to the competent authorities.

      Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates or ADRs listed in this Letter of Transmittal.

      7.    Special Payment and Delivery Instructions. If a check is to be issued in the name of, and/or Share Certificates representing Ordinary Shares or ADRs representing ADSs not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or if a check and/or such certificates are to be mailed to a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Ordinary Shares and ADSs Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Holders delivering ADSs tendered hereby or by Agent’s Message by book-entry transfer may request that such ADSs not purchased be credited to an account maintained at DTC as such stockholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such ADSs not purchased will be returned by crediting the same account at DTC as the account from which such ADSs were delivered.

      8.    Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent at its address and telephone number set forth below or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent as set forth below, subject to applicable law, and will be furnished at DR 3’s expense.

      9.    Backup Withholding. In order to avoid U.S. federal backup withholding with respect to cash received in exchange for Ordinary Shares or ADSs pursuant to the Offer, a holder submitting Ordinary Shares or ADSs must (i) provide the Tender Agent with a properly completed Substitute Form W-9, included in this Letter of Transmittal, or IRS Form W-9 and sign such form under penalties of perjury, (ii) provide the Tender Agent with a properly completed IRS Form W-8BEN or other Form W-8, and sign such form under penalties of perjury, or (iii) otherwise establish an exemption. IRS Form W-9 and W-8BEN and other Forms W-8 are available from the Tender Agent or from the Internal Revenue Service web site, at http://www.irs.ustreas.gov.

10

      10.   Lost, Destroyed, Mutilated or Stolen Share Certificates or ADRs. If any Share Certificate has been lost, destroyed, mutilated or stolen, the holder should call the Information Agent at 1-800-859-8511 for instructions. If any ADR has been lost, destroyed, mutilated or stolen, the holder should complete, sign and return to the Tender Agent this Letter of Transmittal indicating the number of ADRs that have been lost, destroyed, mutilated or stolen, or call the Tender Agent at 1-800-507-9357 for further instructions.

      11.   Waiver of Conditions. Subject to the terms and conditions of the Offer to Purchase and the applicable rules and regulations of the Securities and Exchange Commission, DR 3 reserves the right to waive in whole or in part at any time and from time to time in its sole discretion any of the conditions of the Offer prior to expiration of the Offer.

      IMPORTANT: THIS LETTER OF TRANSMITTAL (OR AN ORIGINALLY SIGNED FACSIMILE THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATES, ADRs OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE TENDER AGENT ON OR PRIOR TO THE EXPIRATION DATE.

11

IMPORTANT TAX INFORMATION

       Under the U.S. federal income tax law, a holder whose tendered Ordinary Shares or ADSs are accepted for purchase is required by law to (i) provide the Tender Agent with such holder’s correct TIN on Substitute Form W-9 below, certify that such TIN is correct (or that such security holder is awaiting a TIN), and certify whether the holder is subject to backup withholding or (ii) otherwise establish a basis for exemption from backup withholding. If such holder of Ordinary Shares or ADSs is an individual, the TIN is his or her social security number. If a holder of Ordinary Shares or ADSs fails to provide a correct TIN to the Tender Agent, such person may be subject to a U.S.$50.00 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such holder of Ordinary Shares or ADSs with respect to Ordinary Shares or ADSs purchased pursuant to the Offer may be subject to backup withholding of 28%.

      Certain holders of Ordinary Shares or ADSs (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that holder must generally submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual’s exempt status. A Form W-8BEN can be obtained from the Tender Agent or the IRS website, at http://www.irs.ustreas.gov.

      If backup withholding applies, the Tender Agent is required to withhold 28% of any payments made to the Ordinary Share or ADS holder or payee. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

      If backup withholding applies and “Applied For” is written in Part I of the Substitute Form W-9 and the holder of Ordinary Shares or ADSs has completed the Certificate of Awaiting Taxpayer Identification Number, the Tender Agent will retain 28% of any payment of the purchase price for tendered Ordinary Shares or ADSs during the 60-day period following the date of the Substitute Form W-9. If a holder’s TIN is provided to the Tender Agent within 60 days of the date of the Substitute Form W-9, payment of such retained amounts will be made to such holder of Ordinary Shares or ADSs. If a holder’s TIN is not provided to the Tender Agent within such 60-day period, the Tender Agent will remit such retained amounts to the Internal Revenue Service as backup withholding and shall withhold 28% of any payment of the purchase price for the tendered Ordinary Shares or ADSs made to such holder thereafter unless such holder of Ordinary Shares or ADSs furnishes a TIN to the Tender Agent prior to such payment.

Purpose of Substitute Form W-9

      To prevent backup withholding on payments made to a holder whose tendered Ordinary Shares or ADSs are accepted for purchase (for holders other than foreign persons who provide an appropriate Form W-8BEN), the holder should complete and sign the Substitute Form W-9 included in this Letter of Transmittal and provide the holder’s correct TIN and certify, under penalties of perjury, that the TIN provided on such Form is correct (or that such holder is awaiting a TIN) and that (a) such holder of Ordinary Shares or ADSs is exempt from backup withholding, (b) such holder of Ordinary Shares or ADSs has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (c) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding. The holder must sign and date the Substitute Form W-9 where indicated, certifying that the information on such Form is correct.

What Number to Give the Tender Agent

      The holder of Ordinary Shares or ADSs is required to give the Tender Agent the social security number or employer identification number of the record owner of the Ordinary Shares or ADSs. If the Ordinary Shares or ADSs are in more than one name or are not in the name of their actual holder, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report.

12

TO BE COMPLETED BY ALL TENDERING U.S. HOLDERS

(See Instruction 9)

PAYER: The Bank of New York

	SUBSTITUTE Form W-9 Request for Taxpayer Identification Number (TIN) and Certification	Name: Address: Check appropriate box:
		Individualo	Corporationo
		Partnershipo	Other (specify)o
Part I.  Please provide your taxpayer identification number in the space at right. If awaiting TIN, write “Applied For” in space at right and complete the Certificate of Awaiting Taxpayer Identification Number below.			SSN: Or EIN:
Part II. For Payees exempt from backup withholding, see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9” and complete as instructed therein.
Part III. CERTIFICATION
Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or, as indicated, I am waiting for a number to be issued to me);
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the IRS that I am subject to backup withholding as a result of a failure to report all interests or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien). Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2).
Signature:			Date:

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR”

IN PART I OF THIS SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that, notwithstanding the information I provided in Part III of the Substitute Form W-9 (and the fact that I have completed this Certificate of Awaiting Taxpayer Identification Number), all reportable payments made to me hereafter will be subject to a 28 percent backup withholding tax until I provide a properly certified taxpayer identification number.

Signature    Date   

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THIS OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

The Tender Agent for the Offer is:

The Bank of New York

By Registered or Certified Mail:	By Hand or Overnight Courier:
The Bank of New York	The Bank of New York
Tender & Exchange Department	Tender & Exchange Department — 11W
P.O. Box 11248	101 Barclay Street
Church Street Station	Receive & Deliver Window — Street Level
New York, NY 10286-1248	New York, NY 10286

Facsimile for Eligible Institutions:

(212) 815-6433

To Confirm Facsimile Transmission by Telephone:

(212) 815-6212

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor	2 London Wall Buildings,
New York, NY 10005	2nd Floor
Banks and brokers call collect:	London Wall, London
(212) 269-5550	EC2M 5PP, England
All others call toll free:	Telephone:
(800) 859-8511	+44 20 7920 9700

The Dealer Manager for the Offer is:

Lehman Brothers

745 Seventh Avenue

New York, NY 10019

Telephone: (212) 526-7850

Attention: Equity Corporate Services

August 4, 2005

EX-99.A.1.C

Exhibit (a)(1)(C)

Notice of Guaranteed Delivery

for

Offer to Purchase for Cash

Any and All Outstanding Ordinary Shares and American Depositary Shares

(each American Depositary Share representing one Ordinary Share)

of

DE RIGO S.p.A.

at

$8.75 Per Ordinary Share and Per American Depositary Share

by

DR 3 S.r.l.

a wholly-owned subsidiary of

DE RIGO HOLDING B.V.

Do not use for signature guarantees

      This form of notice of guaranteed delivery, or a form substantially equivalent to this form, may be used to accept the offer of DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company that is owned and controlled by Ennio De Rigo and Walter De Rigo, to purchase any and all outstanding ordinary shares, par value €0.26 per ordinary share (“Ordinary Shares”), and outstanding American Depositary Shares, each representing one Ordinary Share (“ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), at $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, as described in the Offer to Purchase dated August 4, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal if:

• certificates representing Ordinary Shares or American Depositary Receipts representing ADSs are not immediately available,

• the procedures for book-entry transfer of ADSs cannot be completed prior to the expiration date of the offer, or

• if time will not permit all required documents to reach The Bank of New York, the tender agent for the offer (the “Tender Agent”), prior to the expiration date.

      The term “Expiration Date” means 5:00 P.M., New York City time, on Friday, September 9, 2005, unless DR 3, in its sole discretion, has extended the Offer (as defined in the Offer to Purchase), in which event the term “Expiration Date” shall mean the latest time and date at which the Offer, as so extended by DR 3, will expire. Such form may be delivered by hand or transmitted via facsimile or mailed to the Tender Agent and must include a guarantee by an Eligible Institution (as defined below). See the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase.

      The Tender Agent for the Offer is:

The Bank of New York

By Registered or Certified Mail:	By Hand or Overnight Courier:
The Bank of New York	The Bank of New York
Tender & Exchange Department	Tender & Exchange Department — 11W
P.O. Box 11248	101 Barclay Street
Church Street Station	Receive & Deliver Window — Street Level
New York, NY 10286-1248	New York, NY 10286
Facsimile for Eligible Institutions: (212) 815-6433
To Confirm Facsimile Transmission by Telephone: (212) 815-6212

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET

FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER

THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

      This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

PLEASE COMPLETE AND SIGN

      The undersigned hereby tenders to DR 3 S.r.l., an Italian limited liability company and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company that is owned and controlled by Ennio De Rigo and Walter De Rigo, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 4, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal,” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged, the number of Ordinary Shares or ADSs indicated below pursuant to the guaranteed delivery procedure set forth in the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase.

Number of Ordinary Shares or ADSs Tendered:	Name(s) of Record Owner(s):
Share Certificate or ADR Numbers (if available):	(Please Type or Print)
	Address(es):
If ADSs will be delivered by book-entry transfer:	(Including Zip Code)
Name of Tendering Institution:	Area Code and Telephone Number:
DTC Participant Number:
Transaction Code Number:	Signature(s):
Date:                       , 2005

GUARANTEE

(Not to be used for signature guarantee)

      The undersigned, a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program (each, an “Eligible Institution”), hereby guarantees that either the Share Certificates representing the Ordinary Shares tendered hereby or the ADRs representing the ADSs tendered hereby, in proper form for transfer, or timely confirmation of a book-entry transfer of such ADSs into the Tender Agent’s account at The Depository Trust Company (pursuant to the procedures set forth in the section “THE TENDER OFFER — Procedure for Tendering Ordinary Shares or ADSs” of the Offer to Purchase), together with a properly completed and duly executed Letter of Transmittal (or an originally signed facsimile thereof) with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase)) and any other documents required by the Letter of Transmittal, will be received by the Tender Agent at one of its addresses set forth above within three (3) New York Stock Exchange trading days after the date of execution hereof.

      The Eligible Institution that completes this form must communicate the guarantee to the Tender Agent and must deliver the Letter of Transmittal, Share Certificates or ADRs and/or any other required documents to the Tender Agent within the time period shown above. Failure to do so could result in a financial loss to such Eligible Institution.

Name of Firm: 

Address: 

(Including Zip Code)

Area Code and Telephone Number: 

Authorized Signature: 

Name: 

(Please Type or Print)

Title: 

Dated: ________________________________________________________________________________, 2005

NOTE: DO NOT SEND SHARE CERTIFICATES OR ADRs WITH THIS NOTICE OF GUARANTEED DELIVERY. SHARE CERTIFICATES AND ADRs ARE TO BE DELIVERED WITH THE LETTER OF TRANSMITTAL.

EX-99.A.1.D

Exhibit (a)(1)(D)

Offer to Purchase for Cash

Any and All Outstanding Ordinary Shares and American Depositary Shares

(each American Depositary Share representing one Ordinary Share)

of

DE RIGO S.p.A.

at

$8.75 Per Ordinary Share and Per American Depositary Share

by

DR 3 S.r.l.

a wholly-owned subsidiary of

DE RIGO HOLDING B.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON FRIDAY, SEPTEMBER 9, 2005, UNLESS THE OFFER IS EXTENDED.

August 4, 2005

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      We have been engaged by DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company (“De Rigo Holding”) that is owned and controlled by Ennio De Rigo and Walter De Rigo (the “De Rigo Brothers”), to act as Dealer Manager in connection with DR 3’s offer to purchase any and all outstanding ordinary shares, par value €0.26 per ordinary share (the “Ordinary Shares”), and outstanding American Depositary Shares, each representing one Ordinary Share (“ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), at $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 4, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”). Please furnish copies of the enclosed materials to those of your clients, other than those resident in Italy, for whom you hold ADSs registered in your name or in the name of your nominee.

      The Offer is subject to certain terms and conditions set forth in the section “THE TENDER OFFER — Certain Conditions of the Offer” of the Offer to Purchase. The initial offering period of the Offer and withdrawal rights will expire at the “Expiration Date,” which means 5:00 P.M., New York City time, on Friday, September 9, 2005, unless DR 3, in its sole discretion, has extended the initial offering period of the Offer, in which event the term “Expiration Date” shall mean the latest time and date at which the initial offering period of the Offer, as so extended by DR 3, shall expire.

      Enclosed herewith are the following documents:

1.	Offer to Purchase, dated August 4, 2005;
2.	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) to be used by holders of Ordinary Shares or ADSs in accepting the Offer and tendering Ordinary Shares or ADSs;
3.	Notice of Guaranteed Delivery; and

4. A printed form of a letter that may be sent to your clients for whose account you hold ADSs in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer.

      Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), DR 3 will be deemed to have accepted for payment, and will pay for, all Ordinary Shares or ADSs validly tendered and not properly withdrawn by the Expiration Date if and when DR 3 gives notice to The Bank of New York (the “Tender Agent”) of DR 3’s acceptance of the tenders of such Ordinary Shares or ADSs for payment pursuant to the Offer. Payment for Ordinary Shares or ADSs tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Tender Agent of (a) certificates for such Ordinary Shares, American Depositary Receipts (“ADRs”) representing such ADSs or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such ADSs pursuant to the procedures set forth in the Offer to Purchase, (b) a Letter of Transmittal (or an originally signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Under no circumstances will interest be paid on the purchase price for Ordinary Shares or ADSs, regardless of any extension of the Offer or any delay in payment for Ordinary Shares or ADSs.

      The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Ordinary Shares or ADSs in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, DR 3 may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and extend the Offer to holders of Ordinary Shares or ADSs in such jurisdiction.

      THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY, AND NO COPIES OF THIS DOCUMENT, THE OFFER TO PURCHASE OR ANY OTHER DOCUMENT RELATING TO THE OFFER HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF CERTAIN DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

      None of De Rigo Holding, DR 3 or the De Rigo Brothers is aware of any other jurisdiction in which the making of the Offer or the acceptance of Ordinary Shares or ADSs in connection therewith would not be in compliance with the laws of such jurisdiction.

      None of De Rigo Holding, DR 3 or the De Rigo Brothers will pay any fees or commissions to any broker or dealer or other person (other than the Information Agent, the Tender Agent and the Dealer Manager as described in the Offer to Purchase) in connection with the solicitation of tenders of Ordinary Shares or ADSs pursuant to the Offer. You will be reimbursed upon request for customary mailing and handling expenses incurred by you in forwarding the enclosed offering materials to your clients.

2

      Your prompt action is requested. We urge you to contact your clients as promptly as possible. The Offer and withdrawal rights will expire at 5:00 P.M., New York City time, on Friday, September 9, 2005, unless the Offer is extended.

      If holders of Ordinary Shares or ADSs wish to tender their Ordinary Shares or ADSs, but it is impracticable for them to deliver their certificates representing tendered Ordinary Shares or ADRs representing tendered ADSs or other required documents or to complete the procedures for delivery by book-entry transfer prior to the Expiration Date, a tender may be effected by following the guaranteed delivery procedures specified in the Offer to Purchase.

      Questions and requests for assistance or for additional copies of the enclosed materials may be directed to the Information Agent at the addresses and telephone numbers set forth below and in the Offer to Purchase. Additional copies of the enclosed materials will be furnished at DR 3’s expense.

Very truly yours,

Lehman Brothers

          NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON THE AGENT OF DE RIGO HOLDING, DR 3, THE DE RIGO BROTHERS, DE RIGO, THE INFORMATION AGENT, THE DEALER MANAGER, THE TENDER AGENT OR ANY OF THEIR AFFILIATES, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

3

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor
New York, NY 10005
Banks and brokers call collect:
(212) 269-5550
All others call toll free:
(800) 859-8511 2 London Wall Buildings,
2nd Floor
London Wall, London
EC2M 5PP, England
Telephone:
+44 20 7920 9700

The Dealer Manager for the Offer is:

Lehman Brothers

745 Seventh Avenue

New York, NY 10019

Telephone: (212) 526-7850

Attention: Equity Corporate Services

EX-99.A.1.E

Exhibit (a)(1)(E)

Offer to Purchase for Cash

Any and All Outstanding Ordinary Shares and American Depositary Shares

(each American Depositary Share representing one Ordinary Share)

of

DE RIGO S.p.A.

at

$8.75 Per Ordinary Share and Per American Depositary Share

by

DR 3 S.r.l.

a wholly-owned subsidiary of

DE RIGO HOLDING B.V.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON FRIDAY, SEPTEMBER 9, 2005, UNLESS THE OFFER IS EXTENDED.

August 4, 2005

To Our Clients:

      Enclosed for your information is an Offer to Purchase, dated August 4, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”), relating to the Offer by DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company (“De Rigo Holding”) that is owned and controlled by Ennio De Rigo and Walter De Rigo (the “De Rigo Brothers”), to purchase any and all outstanding ordinary shares, par value €0.26 per ordinary share (the “Ordinary Shares”), and outstanding American Depositary Shares, each representing one Ordinary Share (“ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), at $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer.

      We are the holder of record of ADSs held by us for your account. A tender of such ADSs can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender ADSs held by us for your account.

      We request instructions as to whether you wish to have us tender on your behalf any or all of the ADSs held by us for your account, pursuant to the terms and conditions set forth in the Offer.

      Your attention is directed to the following:

1.	The offer price is $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions of the Offer.
2.	The Offer is being made for any and all outstanding Ordinary Shares and ADSs.
3.	The initial offering period of the Offer and withdrawal rights will expire at the “Expiration Date”, which means 5:00 P.M., New York City time, on Friday, September 9, 2005, unless DR 3, in its sole discretion, has extended the initial offering period of the Offer, in which event the term

	“Expiration Date” shall mean the latest time and date at which the initial offering period of the Offer, as so extended by DR 3, shall expire.
4.	Any stock transfer taxes applicable to the sale of Ordinary Shares or ADSs to DR 3 pursuant to the Offer will be paid by DR 3, except as otherwise provided in Instruction 6 of the Letter of Transmittal.

      If you wish to have us tender any or all of the ADSs held by us for your account, please so instruct us by completing, executing and returning to us in the enclosed envelope the instruction form set forth below. Please forward your instructions to us in ample time to permit us to submit a tender on your behalf prior to the Expiration Date. If you authorize the tender of your ADSs, all such ADSs will be tendered unless otherwise specified on the instruction form set forth below.

      Payment for Ordinary Shares or ADSs will, in all cases, be made only after such Ordinary Shares or ADSs are accepted by DR 3 for payment pursuant to the Offer and the timely receipt by The Bank of New York (the “Tender Agent”) of (a) certificates for such Ordinary Shares, American Depositary Receipts (“ADRs”) evidencing such ADSs or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such ADSs, (b) a Letter of Transmittal (or an originally signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Under no circumstances will interest be paid on the purchase price for Ordinary Shares or ADSs, regardless of any extension of the Offer or any delay in payment for Ordinary Shares or ADSs.

      The Offer is not being made to (and tenders will not be accepted from or on behalf of) holders of Ordinary Shares or ADSs in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. However, DR 3 may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and to extend the Offer to holders of Ordinary Shares or ADSs in such jurisdiction.

      THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY, AND NO COPIES OF THIS DOCUMENT, THE OFFER TO PURCHASE OR ANY OTHER DOCUMENT RELATING TO THE OFFER HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF CERTAIN DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

      None of DR 3, De Rigo Holding or the De Rigo Brothers is aware of any other jurisdiction in which the making of the Offer or the acceptance of Ordinary Shares or ADSs in connection therewith would not be in compliance with the laws of such jurisdiction.

2

Instructions with Respect to the

Offer to Purchase for Cash

Any and All Outstanding Ordinary Shares and American Depositary Shares

(each American Depositary Share representing one Ordinary Share)

of

DE RIGO S.p.A.

at

$8.75 Per Ordinary Share and Per American Depositary Share

by

DR 3 S.r.l.

a wholly-owned subsidiary of

DE RIGO HOLDING B.V.

      The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated August 4, 2005 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with the Offer to Purchase, as amended or supplemented from time to time, collectively constitute the “Offer”) in connection with the Offer by DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company (“De Rigo Holding”) that is owned and controlled by Ennio De Rigo and Walter De Rigo, to purchase for cash any and all outstanding ordinary shares, par value €0.26 per ordinary share (the “Ordinary Shares”), and outstanding American Depositary Shares, each representing one Ordinary Share (“ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), at $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and conditions set forth in the Offer.

      This will instruct you to tender the number of ADSs indicated below (or if no number is indicated below, all ADSs) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer.

      The undersigned understand(s) and acknowledge(s) that all questions as to validity, form and eligibility of the surrender of any ADSs submitted on my/our behalf to the Tender Agent (as defined in the Offer to Purchase) will be determined by DR 3 (which may delegate power in whole or in part to the Tender Agent) and such determination shall be final and binding.

Number of ADSs to Be Tendered: ADSs*

Account Number:  Signature(s): 

Dated: ______________________________, 2005

Please Type or Print Name(s)

Please Type or Print Address(es) Here

Area Code and Telephone Number

Taxpayer Identification or Social Security Number(s)

*  Unless otherwise indicated, you are deemed to have instructed us to tender all ADSs held by us for your account.

Please return this form to the brokerage firm or other nominee maintaining your account.

EX-99.A.1.F

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer

      Social security numbers have nine digits separated by two hyphens, i.e. 000-00-0000.

      Employer identification numbers have nine digits separated by only one hyphen, i.e., 00-0000000.

      The table below will help determine the number to give the payer.

For this type of account	Give the SOCIAL SECURITY number of
1.   An individual’s account	The individual
2.   Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.   Husband and wife (joint account)	The actual owner of the account, or if joint funds, either person(1)
4.   Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.   Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.   Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.   a.   A revocable savings trust account (in which grantor is also trustee)	a.   The grantor trustee
b.   Any “trust” account that is not a legal or valid trust under State law	b.   The actual owner
8.   Sole proprietorship account	The owner(4)
9.   A valid trust, estate, or pension trust	The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(5)
10.  Corporate account	The corporation
11.  Religious, charitable or educational organization account	The organization
12.  Partnership account held in the name of the business	The partnership
13.  Association, club, or other tax-exempt organization	The organization
14.  A broker or registered nominee	The broker or nominee
15.  Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	Circle the ward, minor or incompetent person’s name and furnish such person’s social security number.
(4)	Show the individual name of the owner. The business or DBA name may be added under “Business name.”
(5)	List first and circle the name of the legal trust, estate or pension trust.

Note:

If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Obtaining a Number

      If you don’t have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Number Card (for resident individuals), Form SS-4, Application for Employer Identification Number (for business and all other entities), or Form W-7 for International Taxpayer Identification Number (for alien individuals required to file U.S. tax returns), at an office of the Social Security Administration or the Internal Revenue Service.

      To complete Substitute Form W-9 if you do not have a taxpayer identification number, write “Applied For” in the space for the taxpayer identification number in Part I, sign and date the Form, and give it to the requester. Generally, you will then have 60 days to obtain a taxpayer identification number and furnish it to the requester. If the requester does not receive your taxpayer identification number within 60 days, backup withholding, if applicable, will begin and will continue until you furnish your taxpayer identification number to the requester.

Payees Exempt from Backup Withholding

      Unless otherwise noted herein, all references below to section numbers or to regulations are references to the Internal Revenue Code and the regulations promulgated thereunder.

      Payees specifically exempted from backup withholding include the following:

• A corporation

• A financial institution

• An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under section 403(b)(7).

• The United States or any agency or instrumentality thereof.

• A State, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

• A foreign government or a political subdivision, agency or instrumentality thereof.

• An international organization or any agency or instrumentality thereof.

• A registered dealer in securities or commodities registered in the United States or a possession of the United States.

• A real estate investment trust.

• A common trust fund operated by a bank under section 584(a).

• An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

• An entity registered at all times during the tax year under the Investment Company Act of 1940.

• A foreign central bank of issue.

• A nonresident alien subject to withholding under section 1441.

      Exempt payees described above should still file a Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER.

      Privacy Act Notices—-Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. Payers must be given the number whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

      FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

2 EX-99.A.1.G 8 u49189exv99waw1wg.htm EX-99.A.1.G: TEXT OF PRESS RELEASE

Exhibit (a)(1)(G)

FOR IMMEDIATE RELEASE

DR 3 S.r.l. COMMENCES TENDER OFFER FOR DE RIGO S.p.A. ORDINARY SHARES AND ADSs

August 4, 2005 (Amsterdam, the Netherlands) — De Rigo Holding B.V. announced today that its wholly-owned subsidiary DR 3 S.r.l. has commenced a cash tender offer to purchase any and all outstanding ordinary shares and American Depositary Shares, each ADS representing one ordinary share, of De Rigo S.p.A. not already owned by DR 3 S.r.l. and its affiliates for $8.75 per ordinary share and per ADS, net to the seller in cash, without interest and less any required withholding taxes.

De Rigo Holding B.V. is wholly owned by the De Rigo brothers, who currently own, directly or indirectly through De Rigo Holding, approximately 77.2% of the outstanding ordinary shares. The offer is intended to facilitate the acquisition of as many additional ordinary shares and ADSs as possible and to permit De Rigo, following the offer, to cease, to the extent possible, to be a publicly traded company. De Rigo Holding intends, to the extent possible following the offer, to cause De Rigo to seek to delist the ADSs from the New York Stock Exchange and to cause De Rigo to terminate the deposit agreement relating to its ADSs.

The offer and withdrawal rights are scheduled to expire at 5:00 p.m., New York City time, on Friday, September 9, 2005, unless the offer is extended.

Except as described below, investors will be able to receive documents by contacting D.F. King & Co., Inc., the Information Agent for the transaction, at (212) 269-5550 (bankers and brokers call collect) or (800) 859-8511 (all others call toll free). Lehman Brothers is the Dealer Manager for the offer, and The Bank of New York is the Tender Agent for the offer.

THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY, AND NO COPIES OF THIS DOCUMENT, THE OFFER TO PURCHASE OR ANY OTHER DOCUMENT RELATING TO THE OFFER HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF CERTAIN DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

EX-99.A.1.G

EX-99.A.1.G

EX-99.A.1.H

Exhibit (a)(1)(H)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Ordinary Shares or ADSs (each as
defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated August 4, 2005, and the
related Letter of Transmittal and any amendments or supplements thereto, and is being made to all holders of
Ordinary Shares and ADSs. The Offer is not being made to (and tenders will not be accepted from or on
behalf of) holders of Ordinary Shares or ADSs in any jurisdiction in which the making of the Offer (or the
acceptance thereof) would not be in compliance with the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL
OUTSTANDING ORDINARY SHARES AND AMERICAN
DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE ORDINARY SHARE)

of

DE RIGO S.p.A.

at

$8.75 PER ORDINARY SHARE AND
PER AMERICAN DEPOSITARY SHARE

by

DR 3 S.r.l.

A WHOLLY-OWNED SUBSIDIARY OF

DE RIGO HOLDING B.V.

     DR 3 S.r.l., an Italian limited liability company (“DR 3”) and a wholly-owned subsidiary of De Rigo Holding B.V., a Dutch limited liability company (“De Rigo Holding”) that is owned and controlled by Mr. Ennio De Rigo and Mr. Walter De Rigo (the “De Rigo Brothers”), is offering to purchase any and all outstanding ordinary shares, par value €0.26 per ordinary share (the “Ordinary Shares”), and outstanding American Depositary Shares, each representing one Ordinary Share (“ADSs”), of De Rigo S.p.A., an Italian stock corporation (“De Rigo”), at $8.75 per Ordinary Share and ADS, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 4, 2005 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”). Tendering holders who have Ordinary Shares registered on De Rigo’s books or ADSs registered on the books of The Bank of New York (the “ADS Depositary”) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Ordinary Shares or ADSs by DR 3 pursuant to the Offer. Holders who hold their Ordinary Shares or ADSs through a broker or bank should consult with such institution as to whether it charges any service fees. The purpose of the offer is to enable us to acquire the entire equity interest in De Rigo that is not already owned by us. The offer is intended to facilitate the acquisition of as many additional ordinary shares and ADSs as possible and to permit De Rigo, following consummation of the offer, to cease, to the extent possible, to be a publicly traded company.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, SEPTEMBER 9, 2005, UNLESS THE OFFER IS EXTENDED.

THE OFFER HAS NOT BEEN SUBMITTED FOR CLEARANCE TO CONSOB (THE ITALIAN SECURITIES AND EXCHANGE COMMISSION). ACCORDINGLY, THE OFFER IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN ITALY AND NO COPIES OF THIS DOCUMENT THE OFFER TO PURCHASE OR ANY OTHER DOCUMENT RELATING TO THE OFFER HAVE BEEN OR WILL BE DISTRIBUTED IN ITALY, EXCEPT THAT, AS REQUIRED BY LAW, HOLDERS OF RECORD OR THOSE APPEARING ON A SECURITIES

POSITION LISTING AS HOLDERS OF ADSs OR ORDINARY SHARES (INCLUDING, PURSUANT TO AN EXEMPTION AVAILABLE UNDER ITALIAN LAW, THE VERY LIMITED NUMBER OF SUCH HOLDERS LOCATED OR RESIDENT IN ITALY) WILL BE SENT COPIES OF CERTAIN DOCUMENTS RELATING TO THE OFFER. NEITHER THIS DOCUMENT NOR THE OFFER TO PURCHASE NOR ANY OTHER DOCUMENT RELATING TO THE OFFER MAY BE DISTRIBUTED TO ANY OTHER PERSON LOCATED OR RESIDENT IN ITALY FOR ANY REASON. NEITHER ANY SUCH DOCUMENT NOR ANY INFORMATION CONTAINED HEREIN OR THEREIN CONSTITUTES AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL OR AN ADVERTISEMENT OF AN OFFER TO PURCHASE ADSs OR ORDINARY SHARES IN ITALY WITHIN THE MEANING OF ARTICLE 1, PARAGRAPH 1, LETTER (V) OF ITALIAN LEGISLATIVE DECREE N. 58 OF FEBRUARY 24, 1998.

     The Offer is not conditioned on any specified number of Ordinary Shares and ADSs being tendered or on the availability of financing. The Offer is subject to certain customary conditions set forth in the section entitled “THE TENDER OFFER—Certain Conditions of the Offer” in the Offer to Purchase.

     DR 3 intends, to the extent possible following the consummation of the Offer, to cause De Rigo to seek to delist the ADSs from the New York Stock Exchange (the “NYSE”) and to cause De Rigo to terminate the existing deposit agreement between De Rigo and the ADS Depositary, dated as of October 25, 1995 (the “Deposit Agreement”), under which the ADSs were issued. If the Deposit Agreement is terminated, holders of ADSs will be entitled to receive one Ordinary Share in exchange for each ADS held by such holders upon surrender by them of their ADSs for at least one year following such termination. At any time after the expiration of one year from the date of termination, the ADS Depositary may sell the Ordinary Shares underlying ADSs that have not been surrendered and hold uninvested the proceeds on behalf of holders. DR 3 intends, to the extent possible following the consummation of the Offer, to seek to cause De Rigo to deregister the Ordinary Shares and ADSs under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), so that De Rigo will no longer be obligated to file any reports with the Securities and Exchange Commission (the “Commission”) or otherwise be required to comply with the Commission’s rules relating to publicly held companies. Holders will not have appraisal rights in connection with the Offer. DR 3’s intentions and the effects of the Offer are more fully described in the Offer to Purchase.

     For purposes of the Offer, DR 3 will be deemed to have accepted for payment and thereby purchased Ordinary Shares and ADSs validly tendered and not properly withdrawn if and when DR 3 gives notice to The Bank of New York (the “Tender Agent”) of its acceptance for payment of such ADSs pursuant to the Offer. Payment for Ordinary Shares and ADSs accepted for payment pursuant to the Offer will be made by deposit of the purchase price therefor with the Tender Agent, which will act as agent for the tendering holders for purposes of receiving payments from DR 3 and transmitting such payments to the tendering holders. Under no circumstances will DR 3 pay interest on the purchase price for Ordinary Shares or ADSs, regardless of any extension of the Offer or any delay in payment for Ordinary Shares or ADSs.

     In all cases, payment for Ordinary Shares and ADSs tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Tender Agent of (a) certificates evidencing such Ordinary Shares or American Depositary Receipts representing such ADSs (the “ADRs”) or confirmation of the book-entry transfer of such ADSs into the Tender Agent’s account at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the section entitled “THE TENDER OFFER—Procedure for Tendering Ordinary Shares or ADSs” in the Offer to Purchase, (b) a Letter of Transmittal (or an originally signed facsimile thereof), properly completed and duly executed, with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message (as defined in the section entitled “THE TENDER OFFER—Procedure for Tendering Ordinary Shares or ADSs” in the Offer to Purchase) in lieu of the Letter of Transmittal) and (c) any other documents required by the Letter of Transmittal. Holders of ADSs held in the De Rigo Global Buy DIRECT Plan must complete the Letter of Transmittal and deliver it to The Bank of New York but do not need to deliver an ADR.

     Subject to applicable rules and regulations of the Commission, DR 3 expressly reserves the right (but is not obligated), at any time or from time to time in its sole discretion, to extend the initial offering period of the Offer and thereby delay acceptance for payment of, and the payment for, any Ordinary Shares or ADSs, by giving oral or written notice of such extension to the Tender Agent and the Dealer Manager and by announcing publicly such

extension by no later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer is scheduled to expire. During any extension of the initial offering period (as opposed to a subsequent offering period discussed below), all Ordinary Shares and ADSs previously tendered and not withdrawn will remain subject to the Offer and subject to withdrawal rights. Pursuant to Rule 14d-11 under the Exchange Act, DR 3 may, and DR 3 reserves the right to, provide a subsequent offering period of three to 20 business days in length following the acceptance of tendered Ordinary Shares and ADSs upon expiration of the Offer on the Expiration Date (“Subsequent Offering Period”). A Subsequent Offering Period would be an additional period of time, beginning no later than 9:00 a.m., New York City time, on the next business day following the expiration of the Offer, during which holders may tender Ordinary Shares and ADSs not tendered in the Offer. A Subsequent Offering Period, if one is provided, is not an extension of the Offer, which already will have been completed. See the section entitled “THE TENDER OFFER—Terms of the Offer” in the Offer to Purchase. The term “Expiration Date” means 5:00 p.m., New York City time, on Friday, September 9, 2005, unless DR 3, in its sole discretion, has extended the initial offering period of the Offer, in which event the term “Expiration Date” shall mean the latest time and date at which the initial offering period of the Offer, as so extended by DR 3, shall expire. Any extension will be followed as promptly as practicable by public announcement thereof, such announcement to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

     Tenders of Ordinary Shares and ADSs pursuant to the Offer are irrevocable, except that Ordinary Shares and ADSs tendered pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date and, unless theretofore accepted for payment by DR 3 pursuant to the Offer, may also be withdrawn at any time after October 2, 2005. For a withdrawal of Ordinary Shares or ADSs to be effective, a signed notice of withdrawal must be timely received by the Tender Agent at one of its addresses set forth on the back cover of the Offer to Purchase. Any notice of withdrawal must specify the name of the person having tendered the Ordinary Shares or ADSs to be withdrawn, the number of Ordinary Shares or ADSs to be withdrawn and the name of the record holder of the Ordinary Shares or ADRs representing the ADSs to be withdrawn, if different from that of the person who tendered such Ordinary Shares or ADSs. The signature(s) on the notice of withdrawal must be medallion guaranteed by an Eligible Institution (as defined in the section entitled “THE TENDER OFFER—Procedure for Tendering Ordinary Shares or ADSs” in the Offer to Purchase), if the original letter of transmittal required a medallion signature guarantee in accordance with the Offer. If ADSs have been tendered pursuant to the procedures for book-entry transfer as set forth in the section entitled “THE TENDER OFFER—Procedure for Tendering Ordinary Shares or ADSs” in the Offer to Purchase, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn ADSs. If certificates representing Ordinary Shares or ADRs representing the ADSs to be withdrawn have been delivered or otherwise identified to the Tender Agent, the name of the registered owner and the serial numbers shown on such certificates or ADRs must also be furnished to the Tender Agent as aforesaid prior to the physical release of such certificates. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by DR 3, in its sole discretion, which determination will be final and binding. No withdrawal of Ordinary Shares or ADSs will be deemed to have been properly made until all defects and irregularities have been cured or waived. None of De Rigo Holding, the De Rigo Brothers or DR 3, any of their respective affiliates or assigns, the Tender Agent, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals of tenders of Ordinary Shares or ADSs may not be rescinded, and any Ordinary Shares or ADSs properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Ordinary Shares and ADSs may be re-tendered by following one of the procedures for tendering Ordinary Shares and ADSs described in the section entitled “THE TENDER OFFER—Procedure for Tendering Ordinary Shares or ADSs” in the Offer to Purchase at any time prior to the Expiration Date.

     The exchange of Ordinary Shares or ADSs for cash pursuant to the Offer generally will be a taxable transaction for U.S. federal income tax purposes, and a U.S. Holder (as defined in the section entitled “THE TENDER OFFER—Certain Tax Consequences of the Offer” in the Offer to Purchase) who receives cash for Ordinary Shares or ADSs pursuant to the Offer will recognize gain or loss, if any, equal to the difference between the amount of cash received and such U.S. Holder’s adjusted tax basis in the Ordinary Shares or ADSs. Assuming the ordinary shares or ADSs are held as capital assets, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if such U.S. Holder’s holding period for the Ordinary Shares or ADSs is more than one year at the time of the exchange of such U.S. Holder’s Ordinary Shares or ADSs for cash. Long-term capital gains recognized by an individual U.S. Holder generally are subject to tax at a lower rate than short-term capital gains or ordinary income. There are limitations on the deductibility of capital losses. The income tax discussion set forth above is included for general information only, and all holders of

Ordinary Shares or ADSs should consult their own advisors as to the U.S., Italian or other tax consequences of the sale of the Ordinary Shares or ADSs in the Offer, including, in particular, the effect of any state, local or other national tax laws. For a more complete description of certain U.S. federal income tax consequences of the Offer, see the section entitled “THE TENDER OFFER—Certain Tax Consequences of the Offer” in the Offer to Purchase.

     DR 3 expressly reserves the right (but is not obligated) to waive any condition to the Offer or modify or amend the terms or conditions of the Offer, subject to the rules and regulations of the Commission.

     The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

     De Rigo has provided DR 3 with De Rigo’s list of holders of Ordinary Shares, and the ADS Depositary has provided DR 3 with a list of ADR holders and a security position listing for the purpose of disseminating the Offer to holders of Ordinary Shares and ADSs. The Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Ordinary Shares and ADSs and will be furnished to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the holder list or, if applicable, who are listed as participants in a clearing agency’s security position listing, for subsequent transmittal to beneficial owners of ADSs to the extent permitted by applicable law.

     The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully and in their entirety before any decision is made with respect to the Offer.

     Investors will be able to receive the Offer to Purchase and the related Letter of Transmittal free of charge at the Commission's web site, www.sec.gov, or by contacting D.F. King & Co., Inc., the Information Agent for the transaction, at the address and telephone number set forth below. Requests for additional copies of such documents may also be directed to brokers, dealers, commercial banks or trust companies. Such additional copies will be furnished promptly at DR 3’s expense to the extent permitted by applicable law. DR 3 will not pay any fees or commissions to any broker or dealer or any other person (other than the Tender Agent, the Information Agent and the Dealer Manager) for soliciting tenders of Ordinary Shares or ADSs pursuant to the Offer. DR 3 will reimburse brokers, dealers, commercial banks and trust companies upon request for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005	2 London Wall Buildings,
Banks and brokers call collect:	2nd Floor
(212) 269-5550	London Wall, London
All others call toll free:	EC2M 5PP, England
(800) 859-8511	Telephone: +44 20 7920 9700

The Dealer Manager for the Offer is:

Lehman Brothers
745 Seventh Avenue
New York, NY 10019
Telephone: (212) 526-7850
Attention: Equity Corporate Services

August 4, 2005

EX-99.A.1.I

Exhibit (a)(1)(I)

[LETTERHEAD OF INFORMATION AGENT]

Enclosure letter n. [ ]

[INSERT PROGRESSIVE NUMBER, SAME
NUMBER SHOULD BE STAMPED ON ALL
ENCLOSED MATERIALS]

Dear Mr. [INSERT NAME OF ITALIAN HOLDER OF RECORD OF ADSs OR SHARES]

     Enclosed please find the Offer to Purchase, dated August 4, 2005 and certain other materials relating to the offer by DR 3 S.r.l. to purchase any and all outstanding ordinary shares, par value €0.26 per ordinary share, and outstanding American Depositary Shares (“ADSs”), each representing one ordinary share, of De Rigo S.p.A. (“De Rigo”).

     The offer has not been submitted for clearance to CONSOB (the Italian Securities and Exchange Commission). Accordingly the offer is not being made in Italy and no documents relating to the offer have been or will be distributed in Italy, except that, as required by law, we are sending the enclosed materials to you, as record holder of shares or ADSs of De Rigo, under a specific exemption available under Italian law. The enclosed materials are individually numbered for identification purposes and have been sent to you directly for your use only. You may not forward these materials or provide a copy to anyone else.

     If you are a record holder of ordinary shares and intend to tender your shares, you should contact D.F. King & Co., Inc., the information agent for the tender offer, for additional instructions on certain formalities required under Italian corporate law to endorse the certificates representing your shares.

     With best regards,

D.F. King & Co., Inc.

EX-99.B

Exhibit (b)

ALLEN & OVERY

To:	DR 3 S.r.l.
	Zona Industriale Villanova, 12
	32013 Longarone (BL) Italy
	Fax number: +39.0437.573.195
	Attention: Maurizio Dessolis
	De Rigo Holding B.V.
	Herengracht 450 (1017CA),
	Amsterdam
	Fax number: +31.2054.08909
	Attention: Colin Longhurst

28 July, 2005

DR 3 S.r.l. US$90,000,000 Credit Facility

Dear Sirs,

Set out below are the terms and conditions of our proposal with respect to the DR 3 S.r.l. US$90,000,000 Credit Facility (the Proposal).

* * *

CONTENTS

		Page
Clause
1.	Interpretation		1
2.	Facility		11
3.	Purpose		11
4.	The Offer		12
5.	Conditions precedent		14
6.	Utilisation		14
7.	Conversion into Euro		15
8.	Repayment		17
9.	Prepayment and cancellation		17
10.	Interest		20

		Page
11.	Terms		22
12.	Market disruption		22
13.	Taxes		23
14.	Increased Costs		24
15.	Mitigation		25
16.	Payments		26
17.	Guarantee and indemnity		27
18.	Representations		29
19.	Information covenants		32
20.	General covenants		35
21.	Default		39
22.	Evidence and calculations		42
23.	Fees		42
24.	Indemnities and break costs		43
25.	Expenses		44
26.	Amendments and waivers		44
27.	Changes to the Parties		45
28.	Disclosure of information		46
29.	Set-off		46
30.	Severability		47
31.	Counterparts		47
32.	Notices		47
33.	Language		48
34.	Governing law		49
35.	Enforcement		49
Schedule
1.	Conditions Precedent Document		51
2.	Form of Request		52
3.	Existing Security		53
4.	Form of Compliance Certificate		55

THIS AGREEMENT is dated [   ], 2005

BETWEEN:

(1)	DR 3 S.r.l. (the Company);
(2)	DE RIGO HOLDING BV (the Guarantor); and
(3)	BANCA INTESA S.p.A. as lender (the Lender).

IT IS AGREED as follows:

1.	INTERPRETATION
1.1	Definitions
	In this Agreement:
	Acceptable Bank means:

(a)	a bank or financial institution which has a rating for its long-term debt obligations of AA or higher by S&P or Fitch or Aa2 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency; or
(b)	any other bank or financial institution approved by the Lender.

Additional Guarantor means a person providing a guarantee pursuant to Clause 20.6(b)(vi).

Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

American Depositary Receipts means American depositary receipts evidencing any number of American Depositary Shares.

American Depositary Shares means all Shares in Target traded on the New York Stock Exchange in the form of American depositary shares and evidenced by American Depositary Receipts, where each such American depositary share represents a Share in Target.

Availability Period means the period from and including the date of this Agreement to and including the Term Date.

Break Costs means the amount (if any) which the Lender is entitled to receive under Clause 24.3 (Break Costs) as compensation if any part of a Loan or overdue amount is repaid or prepaid.

Business Day means a day (other than a Saturday or a Sunday) on which banks are open for general business in Milan and New York and which is also a TARGET Day.

Cash means cash in hand or credit balances or amounts on deposit with any Acceptable Bank which is:

(a) accessible by an Obligor or a member of the Target Group, as the case may be within 30 days; and

1

(b) not subject to any Security Interest.

Cash Equivalent means at any time:

(a)	certificates of deposit maturing within one year after the relevant date of calculation, issued by an Acceptable Bank;
(b)	any investment in marketable obligations issued or guaranteed by the government of the United States of America, the U.K., any member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating which:

(i)	matures within one year after the relevant date of calculation; and
(ii)	is not convertible to any other security;

(c) open market commercial paper not convertible to any other security:

(i)	for which a recognised trading market exists;
(ii)	issued in the United States of America, the U.K., any member state of the European Economic Area or any Participating Member State;
(iii)	which matures within one year after the relevant date of calculation; and
(iv)	which has a credit rating of either A-1 or higher by S&P or Fitch or P-1 or higher by Moody’s, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term debt obligations, an equivalent rating;

(d)	Sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or any dematerialised equivalent);
(e)	Euro bills of exchange eligible for rediscount at the Banca d’Italia and accepted by an Acceptable Bank (or any dematerialised equivalent);
(f)	investments accessible within 30 days in money market funds which:

(i)	have a credit rating of either A-1 or higher by S&P or Fitch or P-1 or higher by Moody’s; and
(ii)	invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above; or

(g) any other debt security approved by the Lender,

in each case, to which an Obligor or any member of the Target Group, as the case may be, is beneficially entitled at that time and which is not issued or guaranteed by an Obligor or any member of the Group or subject to any Security Interest.

Commitment means US$90,000,000 to the extent not cancelled, transferred or reduced under this Agreement.

2

Compliance Certificate means a certificate substantially in the form of Schedule 5 (Form of Compliance Certificate) setting out, among other things, calculations of the financial covenants.

Default means:

(a)	an Event of Default; or
(b)	an event which would be (with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them) an Event of Default.

EURIBOR means for a Term of any Loan or overdue amount that is converted to euro in accordance with this Agreement (a) the applicable Screen Rate or, (b) if no Screen Rate is available for that Term of that Loan or overdue amount, the rate quoted by the leading banks to the Lender in the European interbank market as of 11.00 a.m. (Milan time) on the Rate Fixing Day for the offering of deposits in euro for a period comparable to that Term.

euro means the single currency of the Participating Member States.

Event of Default means an event specified as such in Clause 21 (Default).

Facility means the credit facility made available under this Agreement.

Facility Office means the office(s) through which the Lender will perform its obligations under this Agreement.

Final Maturity Date means the date falling eighteen months less one day after the date of this Agreement.

Finance Document means:

(a)	this Agreement;
(b)	the Sale Mandate (to the extent executed and in full force and effect); and
(c)	any other document designated as such by the Lender and the Company.

Financial Indebtedness means any indebtedness for or in respect of:

(a)	moneys borrowed;
(b)	any acceptance credit (including any dematerialised equivalent);
(c)	any bond, note, debenture, loan stock or other similar instrument;
(d)	any redeemable preference share (to the extent any such share is capable of being redeemed on or before the date on which all amounts outstanding of any nature whatsoever under or in connection with the Facility have been unconditionally and irrevocable paid and discharged in full);
(e)	any agreement treated as a finance or capital lease in accordance with generally accepted accounting principles in the jurisdiction of incorporation of the Company;
(f)	receivables sold or discounted (otherwise than on a non-recourse basis);

3

(g)	the acquisition cost of any asset to the extent payable after its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;
(h)	any derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to market value of the derivative transaction will be used to calculate its amount);
(i)	any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;
(j)	any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or
(k)	any guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in the above paragraphs.

Fitch means Fitch Ratings Limited or any successor to its rating business.

Group means the Guarantor, the Company and the Target Group.

Holding Company of any other person, means a company in respect of which that other person is a Subsidiary.

Increased Cost means:

(a)	an additional or increased cost;
(b)	a reduction in the rate of return from a Facility or on its overall capital; or
(c)	a reduction of an amount due and payable under any Finance Document,

which is incurred or suffered by the Lender or any of its Affiliates but only to the extent attributable to the Lender having entered into any Finance Document or funding or performing its obligations under any Finance Document.

Italian Civil Code means the Italian codice civile, the initial version of which was approved by Italian Royal Decree No. 262 of 16th March, 1942.

LIBOR means for a Term of any Loan or overdue amount (a) the applicable Screen Rate or, (b) if no Screen Rate is available for that Term of that Loan or overdue amount, the rate quoted by leading banks to the Lender in the London interbank market as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in the currency of that Loan or overdue amount for a period comparable to that Term.

Loan means, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount outstanding of that borrowing.

Mandatory Cost means in relation to each Loan or overdue amount the rate per annum certified by the Lender to be the cost to that Lender of compliance with all reserve assets, liquidity or cash margin or other requirements of any applicable monetary or other authority with whose requirements the Lender is required or accustomed to comply in relation to that Loan or overdue amount, expressed as a percentage rate per annum.

4

Margin means:

(a)	from the date of this Agreement until the date falling 12 months after such date, 0.40 per cent. per annum; and
(b)	from and including the date falling 12 months after the date of this Agreement. 0.45 per cent. per annum.

Material Adverse Effect means a material adverse effect on:

(a)	the business or financial condition of the Group taken as a whole;
(b)	the ability of any Obligor to perform its payment obligations under any Finance Document; or
(c)	the validity or enforceability of any Finance Document.

Merger means the merger between the Company and the Target pursuant to Article 2501-bis of the Italian Civil Code.

Merger Effective Date means the date on which the Merger becomes effective in accordance with applicable law.

Moody’s means Moody’s Investors Service Limited or any successor to its rating business.

Obligor means the Company, the Guarantor or any Additional Guarantor.

Offer means the proposed tender offer to be made by the Company (or on its behalf) to shareholders of the Target for any and all of the outstanding Shares and American Depository Receipts, as that offer may be amended, supplemented, revised or extended in a manner allowed under Clause 4.4 of this Agreement.

Offer Document means the offer to purchase document issued or to be issued by the Company to shareholders of the Target in respect of the Offer.

Offer Expiry Date means the date upon which the Offer (including any extension thereof and/or any subsequent offering period) lapses, terminates or is withdrawn.

Original Financial Statements means the audited consolidated financial statements of the Guarantor for the year ended 31 December, 2004.

Participating Member State means a member state of the European Communities that adopts or has adopted the euro as its lawful currency under the legislation of the European Community for Economic Monetary Union.

Party means a party to this Agreement.

Rate Fixing Day means the second TARGET Day before the first day of a Term for a Loan or such other day as the Lender determines is generally treated as the rate fixing day by market practice in the relevant interbank market.

Repeating Representations means the representations which are deemed to be repeated under Clause 18.16 (Times for making representations).

5

Request means a request for a Loan, substantially in the form of Schedule 2 (Form of Request).

S&P means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. or any successor to its rating business.

Sale Mandate means the irrevocable mandate to be granted to the Lender by the Company to sell the Shares acquired pursuant to the Offer under certain circumstances described therein.

Satisfactorily Subordinated means in relation to any indebtedness provided to an Obligor that the provider of such indebtedness has no contractual right:

(a)	to receive any payments of any nature (whether in respect of fees, interest, principal or, indemnities); or
(b)	to bring any claim of any nature against the Obligor, instigate any proceedings of any nature against the Obligor or accelerate payment in respect of the indebtedness provided,

in each case until all amounts outstanding under the Finance Documents have been irrevocably and unconditionally repaid in full.

Screen Rate means:

(a)	for LIBOR, the British Bankers Association Interest Settlement Rate; and
(b)	for EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union,

for the relevant currency and Term displayed on the appropriate page of the Telerate screen selected by the Lender. If the relevant page is replaced or the service ceases to be available, the Lender (after consultation with the Company) may specify another page or service displaying the appropriate rate.

Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having a similar effect.

Shares means the issued shares in the capital of the Target (including any of the above issued or to be issued whilst the Offer remains open for acceptance).

Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and control for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

Target means DE RIGO S.p.A.

TARGET Day means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.

Target Group means the Target and its Subsidiaries.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest).

6

Tax Credit means a credit against any Tax or any relief for, remission or repayment of Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

Tax Payment means a payment made by an Obligor to the Lender in any way related to a Tax Deduction or under any indemnity given by that Obligor in respect of Tax under any Finance Document.

Term means each period as requested in a Request and determined under this Agreement by reference to which interest on a Loan or an overdue amount is calculated.

Term Date means the date falling six months after the Offer Expiry Date

U.K. means the United Kingdom.

Utilisation Date means each date on which the Facility is utilised.

1.2 Construction

(a) In this Agreement, unless the contrary intention appears, a reference to:

(i)	an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;
(ii)	assets includes present and future properties, revenues and rights of every description;
(iii)	an authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation;
(iv)	an obligation to consult means to inform and discuss, but shall under no circumstances mean that any decision to be made following consultation is subject to approval or agreement;
(v)	disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;
(vi)	indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money;
(vii)	know your customer requirements are the identification checks that the Lender requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;
(viii)	a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

(ix) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any

7

governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(x)	a currency is a reference to the lawful currency for the time being of the relevant country;
(xi)	a Default being outstanding means that it has not been remedied or waived;
(xii)	a provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;
(xiii)	a Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;
(xiv)	a Party or any other person includes its successors in title, permitted assigns and permitted transferees;
(xv)	a Finance Document or another document is a reference to that Finance Document or other document as amended; and
(xvi)	a time of day is a reference to Milan time.

(b) Unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i)	if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);
(ii)	if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and
(iii)	notwithstanding sub-paragraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate.

(c) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding any term of any Finance Document, no consent of any third party is required for any variation (including any release or compromise of any liability) or termination of any Finance Document.

(d) Unless the contrary intention appears:

(i)	a reference to a Party will not include that Party if it has ceased to be a Party under this Agreement;
(ii)	a word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement; and

8

(iii) any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be outstanding under the Finance Documents.

(e) The headings in this Agreement do not affect its interpretation.

1.3	Construction — Italian terms
	In this Agreement a reference to:

(a)

a winding-up, administration or dissolution includes, without limitation, any scioglimento, liquidazione, procedura concorsuale (fallimento, concordato preventivo, amministrazione controllata, liquidazione coatta amministrativa, amministrazione straordinaria delle grandi imprese insolventi), cessione dei beni ai creditori pursuant to article 1977 of the Italian Civil Code, or any other similar proceedings; and

(b)

a receiver, administrative receiver, administrator or the like includes, without limitation, a curatore, commissario giudiziale, liquidatore, or any other person performing the same function of each of the foregoing.

1.4	Construction — Dutch terms
	In this Agreement, where it relates to a Dutch entity, a reference to:

(a)	an authorisation includes without limitation, where applicable, compliance with any requirements of Wet op de ondernemingsraden (Works Councils Act of the Netherlands);
(b)	a winding-up, administration or dissolution includes a Dutch entity being:

(i)	declared bankrupt (failliet verklaard);
(ii)	dissolved (ontbonden).

(c)	a moratorium includes (surséance van betaling) and granted a moratorium includes surséance verleend.
(d)	any step or procedure taken in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Invorderingswet 1990 (Tax Collection Act of the Netherlands) or Section 16d of the Coördinatiewet Sociale Verzekeringen (Social Insurance Co-ordination Act of the Netherlands).
(e)	a trustee in bankruptcy includes a curator.
(f)	an administrator includes a bewindvoerder.
(g)	an attachment includes a beslag.

1.5	Construction — Financial Ratios
	In this Agreement:
	Consolidated EBITDA means the consolidated net pre-taxation profits of the Target Group for a Measurement Period:

9

(a)	including the net pre-taxation profits of a member of the Target Group or business or assets acquired during that Measurement Period for the part of that Measurement Period when it was not a member of the Target Group and/or the business or assets were not owned by a member of the Target Group; but
(b)	excluding the net pre-taxation profits attributable to any member of the Target Group or to any business or assets sold during that Measurement Period,

and all as adjusted by:

(i)	adding back Consolidated Net Interest Payable;
(ii)	taking no account of any extraordinary item;
(iii)	excluding any amount attributable to minority interests;
(iv)	adding back depreciation and amortisation; and
(v)	taking no account of any revaluation of an asset or any loss or gain over book value arising on the disposal of an asset (otherwise than in the ordinary course of trading) by a member of the Target Group during that Measurement Period.

Consolidated Interest Payable means all interest and other financing charges (whether, in each case, paid, payable or capitalised) incurred by the Target Group during a Measurement Period.

Consolidated Interest Receivable means all interest and other financing charges received or receivable by the Target Group during a Measurement Period.

Consolidated Net Interest Payable means Consolidated Interest Payable less Consolidated Interest Receivable during the relevant Measurement Period.

Consolidated Total Borrowings means, in respect of the Target Group, at any time the aggregate of the following:

(a)	the outstanding principal amount of any moneys borrowed;
(b)	the outstanding principal amount of any acceptance under any acceptance credit;
(c)	the outstanding principal amount of any bond, note, debenture, loan stock or other similar instrument;
(d)	the capitalised element of indebtedness under a finance or capital lease;
(e)	the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than on a non-recourse basis);
(f)	the outstanding principal amount of any indebtedness arising from any deferred payment agreements arranged primarily as a method of raising finance or financing the acquisition of an asset;
(g)	any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in paragraph (c) above;

10

(h)	the outstanding principal amount of any indebtedness arising in connection with any other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing; and
(i)	the outstanding principal amount of any indebtedness of any person of a type referred to in the above paragraphs which is the subject of a guarantee, indemnity or similar assurance against financial loss given by a member of the Target Group.

Consolidated Total Net Borrowings means at any time Consolidated Total Borrowings less Cash and Cash Equivalents of the Target Group.

Measurement Period, a period of 12 months ending on the last day of a financial year of the Target Group.

1.6 Interpretation — Financial Ratios

(a)	Except as provided to the contrary in this Agreement, an accounting term used in Clause 1.5 above is to be construed in accordance with the principles applied in connection with the Original Financial Statements.
(b)	Any amount in a currency other than euros is to be taken into account at its euro equivalent calculated on the basis of:

(i)	the Lender’s spot rate of exchange for the purchase of the relevant currency in the European foreign exchange market with euros at or about 11.00 a.m. on the day the relevant amount falls to be calculated; or
(ii)	if the amount is to be calculated on the last day of a financial period of the Target Group, the Company or any Additional Guarantor, the relevant rates of exchange used by the Target Group, the Company or any Additional Guarantor, as the case may be in, or in connection with, its financial statements for that period.

(c) No item must be credited or deducted more than once in any calculation under Clause 1.5.

2.	FACILITY
	Subject to the terms of this Agreement, the Lender makes available to the Company a term loan facility in an aggregate amount equal to the Commitment.

3. PURPOSE

3.1	Loans
	Each Loan may only be used for the payment of the consideration and associated fees, costs and expenses owed by the Company in respect of the Offer and in respect of subsequent purchases of Shares or American Depository Receipts.
3.2	No obligation to monitor
	The Lender is not bound to monitor or verify the utilisation of the Facility.

11

4.	THE OFFER
4.1	Defined terms
	In this Subclause:

Certain Funds Period means the period beginning on the date of this Agreement and ending on the Offer Expiry Date.

Major Breach means a breach of:

(a)	Clause 20.4 (Pari passu ranking);
(b)	Clause 20.5 (Negative pledge);
(c)	Clause 20.6 (Disposals);
(d)	Clause 20.7 (Financial Indebtedness); or
(e)	Clause 4 (The Offer).

Major Default means any of the following Events of Default:

(a)	Clause 21.2 (Non-payment);
(b)	Clause 21.3 (Breach of other obligations) but only insofar as it relates to a Major Breach;
(c)	Clause 21.4 (Misrepresentation) but only insofar as it relates to a Major Representation;
(d)	Clauses 21.6 (Insolvency) and 21.7 (Insolvency proceedings); or
(e)	Clause 21.10 (Effectiveness of Finance Documents).

Major Representation means any of the following representations contained in this Agreement:

(a)	18.2 (Status);
(b)	18.3 (Powers and authority);
(c)	18.4 (Legal validity); or
(d)	18.5 (Non conflict).

4.2 Certain Funds

(a) Notwithstanding any term of this Agreement, during the Certain Funds Period the Lender is not entitled to:

(i)	refuse to make available any Loan;
(ii)	cancel the Commitment;

12

(iii)	exercise any right of rescission or similar right or remedy which it may have in relation to any Loan; or
(iv)	accelerate or cause repayment of any Loan,

except as provided below in this Subclause.

(b) Paragraph (a) does not apply if the entitlement arises because:

(i)	the Company has not delivered all of the documents required under this Clause or Schedule 1 (Conditions precedent documents)(other than the Sale Mandate);
(ii)	a Major Representation is not correct or will not be correct immediately after the Loan is made;
(iii)	a Major Default is outstanding or will result from the making of the Loan; or
(iv)	it is unlawful for the Lender to perform any of its obligations under the Finance Documents.

(c) Nothing in this Subclause will affect the rights of the Lender in respect of any outstanding Default upon expiry of the Certain Funds Period irrespective of whether that Default occurred during the Certain Funds Period or not.

4.3 Information

(a) The Company must promptly supply to the Lender:

(i)	copies of all documents, notices or announcements received or issued by it in relation to the Offer; and
(ii)	any other information regarding the progress of the Offer as the Lender may reasonably request.

4.4	Increase in Offer
	Except with the prior consent of the Lender, the Company must not increase the purchase price for the Shares or American Depository Receipts specified in the Offer Document by more than 10% per Share or American Depository Receipt.

4.5 Offer indemnity

(a)	In this Subclause, relevant litigation means any litigation proceeding, arising, pending or threatened against the Lender in connection with or arising out of the Offer (whether or not made).
(b)	The Company must indemnify the Lender against any loss or liability which the Lender incurs as a consequence of any relevant litigation, unless it is caused by the gross negligence or wilful misconduct of the Lender or a breach of the Lender’s obligation to make advances under this Agreement.
(c)	The Lender must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress.

13

(d)	The Lender must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable) both its interests and the interests of the Company.
(e)	The Lender may only concede or compromise any claim in respect of any relevant litigation if it has consulted the Company before so doing.
(f)	Notwithstanding paragraphs (c) to (e) above, the Lender is not required to disclose to the Company any matter in respect of which it is under a duty of non-disclosure or which subject to any attorney/client privilege; or
(g)	The Company must keep confidential any information disclosed by the Lender to it under this Subclause, unless required to disclose by any applicable laws or regulations or competent court and except to its financial and legal advisors.

5.	CONDITIONS PRECEDENT
5.1	Conditions precedent documents
	A Request may not be given until the Lender has notified the Company that it has received all of the documents and evidence set out in Schedule 1 (Conditions precedent documents)(other than the Sale Mandate) in form and substance satisfactory to the Lender. The Lender must give this notification to the Company promptly upon being so satisfied.

5.2	Further conditions precedent
	The obligations of the Lender to make any Loan are subject to the further conditions precedent that on both the date of the Request and the Utilisation Date for that Loan:

(a)	the Repeating Representations are correct in all respects; and
(b)	no Default is outstanding or would result from the Loan.

6.	UTILISATION
6.1	Giving of Requests

(a)	The Company may borrow a Loan by giving to the Lender a duly completed Request.
(b)	Unless the Lender otherwise agrees, the latest time for receipt by the Lender of a duly completed Request is 11.00 a.m. one Business Day before the Rate Fixing Day for the proposed borrowing.
(c)	Each Request is irrevocable.

6.2	Completion of Requests
	A Request for a Loan will not be regarded as having been duly completed unless:

(a)	the Utilisation Date is a Business Day falling within the Availability Period;
(b)	the amount of the Loan requested is:

(i) a minimum of US$1,000,000 and an integral multiple of US$500,000;

14

(ii)	the maximum undrawn amount available under the Facility on the proposed Utilisation Date; or
(iii)	such other amount as the Lender may agree; and

(c) the proposed currency and Term comply with this Agreement.

6.3 Advance of Loan

(a)	The Lender is not obliged to make a Loan if, as a result, the Loans would exceed the Commitment.
(b)	If the conditions set out in this Agreement have been met, the Lender must make the Loan available to the Company through its Facility Office on the Utilisation Date.

7.	CONVERSION INTO EURO
7.1	General
	In this Clause:
	Lender’s Spot Rate of Exchange means the Lender’s spot rate of exchange for the purchase of euro in the European foreign exchange market with US Dollars as of 11.00 a.m. on a particular day.
	US Dollar Amount of a Loan or part of a Loan means:

(a)	if the Loan is denominated in US Dollars, its amount; and
(b)	in the case of any Loan converted into euro in accordance with this Agreement, its equivalent in US Dollars calculated on the basis of the Lender’s Spot Rate of Exchange one Business Day before the Rate Fixing Day for that Term.

7.2	Conversion into euro
(a)	The currency of all or part of a Loan may be converted from US Dollars to euro in accordance with the provisions of this Clause.
(b)	Where the currency of part of a Loan is converted, then immediately prior to the conversion the relevant loan will be deemed to have been split and from that time will be treated as being two separate Loans.
(c)	The amount of a Loan or part of a Loan converted into euro must be a minimum US Dollar Amount of US$1,000,000 and, if required by the Lender an integral multiple of a US Dollar Amount of US$500,000, the maximum undrawn amount available under the Facility or such other amount as the Lender may agree.
7.3	Revocation of currency

(a) Notwithstanding any other term of this Agreement, if before 9.30 a.m. on any Rate Fixing Day the Lender determines that:

(i) euro is not readily available to it in the relevant interbank market in the amount and for the period required; or

15

(ii) participating in a Loan in euro might contravene any law or regulation applicable to it,

the Lender must give notice to the Company to that effect promptly and in any event before 11.00 a.m. on that day.

(b) In this event, the Lender must maintain the relevant Loan in US Dollars during that Term.

7.4	Euro equivalents
	The equivalent in US Dollars of a Loan or part of a Loan converted into euro in accordance with this Agreement for the purposes of calculating the undrawn amount of the Lender’s Commitment is its US Dollar Amount.
7.5	Loans — change of currency

(a)	A Loan will remain denominated in the same currency through successive Terms, unless the currency is changed under paragraph (b) below.
(b)	From and including the second Term after its Utilisation Date, the Company may change the currency of a Loan from US Dollars to euro with effect from the start of a Term by giving notice to the Lender by 9.00 a.m. three Business Days before the first day of that Term. Once a Loan has been converted into euro, it will remain denominated in euro for its life.
(c)	If the Company elects to have a Loan converted into euro:

(i)	the Company must repay that Loan on the last day of its current Term in US Dollars; and
(ii)	the Lender must, subject to the terms of this Agreement, re-advance the Loan in euro for the next Term.

The amount of the Loan in euro will be calculated by reference to its US Dollar Amount.

(d) Alternatively, if the Lender and the Company agree:

(i)	the Lender may apply the amount (or so much of that amount as is necessary) of the Loan in euro to purchase an amount of US Dollars sufficient to discharge the obligation of the Company to repay the Loan in US Dollars;
(ii)	the Lender must apply any amount of US Dollars purchased under sub-paragraph (i) above towards repaying the Loan in US Dollars;
(iii)	the Lender will promptly notify the Company if there is a shortfall or an excess;
(iv)	if there is a shortfall, the Company must pay to the Lender on the date the Loan is due to be repaid in US Dollars an amount in US Dollars equal to the shortfall; and
(v)	if there is an excess, the Lender must pay to the Company on the date the Loan is due to be repaid in US Dollars an amount in euro equal to the excess.

16

(e) If the day on which the US Dollars are due to be repaid is not also a Business Day for euro:

(i)	the Lender must notify the Company promptly;
(ii)	the Loan will remain in US Dollars until the next day which is a Business Day for both US Dollars and euro; and
(iii)	during this period, the Loan will have Terms running from one Business Day to the next Business Day.

(f) The Company must indemnify the Lender against any loss or liability incurred by the Lender as a result of any foreign exchange contract entered into for the purpose of this Clause.

7.6	Conditions precedent
	The obligation of the Lender under this Clause to re-advance its share of a Loan in a new currency or make any payment increasing the amount of a Loan in euro is subject to the condition precedent that on the date of the relevant payment:

(a)	the Repeating Representations are correct in all respects; and
(b)	no Default is outstanding or would result from that payment.

7.7	Notification
	The Lender must notify the Company of relevant US Dollar Amounts (and the applicable Lender’s Spot Rate of Exchange) promptly after they are ascertained.
8.	REPAYMENT
	The Company must repay the Loans in full on the Final Maturity Date. The Loan shall be repaid in US Dollars except that any part of the Loan that has been converted into euros shall be repaid in euros in an amount equal to the amount of euros received at the time of conversion.
9.	PREPAYMENT AND CANCELLATION
9.1	Mandatory prepayment — illegality

(a)	The Lender must notify the Company promptly if it becomes aware that it is unlawful in any jurisdiction for the Lender to perform any of its obligations under a Finance Document or to fund or maintain any Loan.
(b)	After notification under paragraph (a) above:

(i)	the Company must repay or prepay the Lender each Loan on the date specified in paragraph (c) below; and
(ii)	the Commitment will be immediately cancelled.

(c) The date for repayment or prepayment of a Loan will be:

(i) the last day of the current Term of that Loan; or

17

(ii) if earlier, the date specified by the Lender in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.

9.2 Mandatory prepayment — change of control

(a) For the purposes of this Clause:

a change of control occurs if Ennio De Rigo and Walter De Rigo or members of their respective families are not or cease to be the beneficial owners in aggregate, either directly or indirectly through wholly owned Subsidiaries, trusts and/or other entities controlled by Ennio De Rigo or Walter De Rigo or members of their respective families, of more than 50 per cent. of the voting rights attaching to the entire issued share capital of the Guarantor;

(b)	The Company must promptly notify the Lender if it becomes aware of any change of control.
(c)	After a change of control, the Lender may, by notice to the Company:

(i)	cancel the Commitment; and
(ii)	declare all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable.

     Any such notice will take effect in accordance with its terms.

9.3 Mandatory prepayment — disposals

(a)	In this Subclause:
	Net Proceeds in relation to any disposal of Shares or American Depository Receipts by the Company, means the amount received in Cash or Cash Equivalents (or other instruments which upon receipt are readily convertible into Cash on reasonable commercial terms) by the Company in respect of such disposal or claim:

(i)	including the amount of any intercompany loan repaid to the Company;
(ii)	treating any amount owing to and set off by any purchaser of assets as consideration received in Cash;
(iii)	treating consideration initially received in a form other than Cash, Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash or Cash Equivalents or becomes readily so convertible on reasonable commercial terms;
(iv)	after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by an Obligor or any member of the Target Group in respect of that disposal or claim; and
(v)	after deducting proper costs and reasonable expenses incurred by the Company directly in connection with that disposal or claim.

18

(b)	The Company must procure the application of an amount equal to the aggregate amount of any Net Proceeds received in respect of any disposal of Shares or American Depository Receipts by the Company in prepayment (otherwise expressly stated above) of the Loans.
(c)	Any prepayment under this Subclause must be made promptly following receipt of the proceeds.

9.4	Mandatory Prepayment — Injections and distributions
	Prior to the Merger, the Company must procure the immediate application of an amount equal to the aggregate amount of the proceeds of any:

(a)	dividend, distribution or other form of payment of any nature it receives, directly or indirectly, from any of its Subsidiaries; or
(b)	any subscription for shares, equity contribution or loans of any nature received, it receives directly or indirectly,

it being understood that this Clause does not apply to the additional equity injection of not less than #eu#5,000,000 referred to in paragraph 4 of “Other Documents and Evidence” in Schedule 1 (Conditions Precedent Documents).

9.5 Voluntary prepayment

(a)	The Company may, by giving not less than five Business Days’ prior notice to the Lender, prepay any Loan at any time in whole or in part.
(b)	Unless otherwise agreed with the Lender, a prepayment of part of a Loan must be in a minimum amount of US$1,000,000 or EUR 1,000,000 and an integral multiple of US$500,000 or EUR 500,000.

9.6	Automatic cancellation
	The Commitment will be automatically cancelled at the close of business on the last day of the Availability Period.
9.7	Voluntary cancellation

(a)	The Company may, by giving not less than five Business Days’ prior notice to the Lender, cancel the unutilised amount of the Commitment in whole or in part.
(b)	Unless otherwise agreed in advance with the Lender, partial cancellation of the Commitment must be in a minimum amount of 1,000,000 or euro equivalent US Dollars or euro equivalent and an integral multiple of 500,000 units of euro or US Dollars or euro equivalent.

9.8 Involuntary prepayment and cancellation

(a) If an Obligor is, or will be, required to pay to the Lender:

(i)	a Tax Payment;
(ii)	an Increased Cost; or

19

(iii) any Mandatory Cost,

the Company may, while the requirement continues, give notice to the Lender requesting prepayment and cancellation.

(b) After notification under paragraph (a) above:

(i)	the Company must repay or prepay each Loan made to it on the date specified in paragraph (c) below; and
(ii)	the Commitment will be immediately cancelled.

(c) The date for repayment or prepayment of a Loan will be:

(i)	the last day of the current Term for that Loan; or
(ii)	if earlier, the date specified by the Company in its notification.

9.9	Partial prepayment of Loans
	No amount of a Loan prepaid under this Agreement may subsequently be re-borrowed.
9.10	Miscellaneous provisions

(a)	Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must specify the relevant date(s) and the affected Loans.
(b)	All prepayments under this Agreement must be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Break Costs.
(c)	All prepayments shall be made in the currency in which the relevant part of the Loan being prepaid is denominated.
(d)	No prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.
(e)	No amount of the Commitment cancelled under this Agreement may subsequently be reinstated.

10.	INTEREST
10.1	Calculation of interest
	The rate of interest on each Loan for each Term is the percentage rate per annum equal to the aggregate of the applicable:

(a)	Margin;
(b)	LIBOR or, following conversion of a Loan into euro in accordance with this Agreement, EURIBOR in respect of that Loan; and
(c)	Mandatory Cost.

20

10.2 Payment of interest

(a)	Except where it is provided to the contrary in this Agreement, the Company must pay accrued interest on each Loan made to it on the last day of each Term and also, if the Term is longer than six months, on the dates falling at six-monthly intervals after the first day of that Term.
(b)	Interest shall be paid in the same currency as the currency in which the relevant part of the Loan to which such interest relates is denominated.

10.3 Interest on overdue amounts

(a)	If an Obligor fails to pay any amount payable by it under the Finance Documents, it must immediately on demand by the Lender pay interest on the overdue amount from its due date up to the date of actual payment, both before, on and after judgment.
(b)	Interest on an overdue amount is payable at a rate determined by the Lender to be one per cent. per annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount. For this purpose, the Lender may (acting reasonably):

(i)	select successive Terms of any duration of up to three months; and
(ii)	determine the appropriate Rate Fixing Day for that Term.

(c) Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of a Loan and becomes due and payable before the last day of its current Term, then:

(i)	the first Term for that overdue amount will be the unexpired portion of that Term; and
(ii)	the rate of interest on the overdue amount for that first Term will be one per cent. per annum above the rate then payable on that Loan.

After the expiry of the first Term for that overdue amount, the rate on the overdue amount will be calculated in accordance with paragraph (b) above.

10.4	Interest Cap
	Notwithstanding any other provision of this Agreement:
(a)	if at any time the rate of interest payable by the Company in respect of a Loan exceeds the maximum rate of interest permitted by Italian Law No. 108 of 7th March, 1996 as amended, implemented or supplemented from time to time (the Italian Usury Legislation), then the rate of interest payable by the Company in respect of the relevant Loan shall be capped, for the shortest possible period, at the maximum rate permitted under the Italian Usury Legislation; and
(b)	the amount of interest on overdue amounts payable by the Company under this Agreement shall be compounded to the extent permitted by article 1283 of the Italian Civil Code as amended, supplemented or implemented from time to time and will at all times remain immediately due and payable.

21

10.5	Notification of rates of interest
	The Lender must promptly notify each relevant Party of the determination of a rate of interest under this Agreement.
11.	TERMS
11.1	Selection

(a)	Each Loan has successive Terms.
(b)	The Company must select the first Term for a Loan in the relevant Request and each subsequent Term in an irrevocable notice received by the Lender not later than 11.00 a.m. one Business Day before the Rate Fixing Day for that Term. Each Term for a Loan will start on its Utilisation Date or on the expiry of its preceding Term.
(c)	If the Company fails to select a Term for an outstanding Loan under paragraph (b) above, that Term will, subject to the other provisions of this Clause, be three months.
(d)	Subject to the following provisions of this Clause, each Term for a Loan will be one, two, three or six months or any other period agreed by the Company and the Lender.

11.2	Consolidation — Loans
	If the Company so requests a Term for a Loan will end on the same day as the current Term for any other Loan denominated in the same currency as that Loan. On the last day of those Terms, those Loans will be consolidated and treated as one Loan.
11.3	No overrunning the Final Maturity Date
	If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.
11.4	Other adjustments
	The Lender and the Company may enter into such other arrangements as they may agree for the adjustment of Terms and the consolidation and/or splitting of Loans.
11.5	Notification
	The Lender must notify the Company of the duration of each Term promptly after ascertaining its duration.
12.	MARKET DISRUPTION
12.1	Market disruption

(a)	If the Lender determines that adequate and fair means do not exist for ascertaining LIBOR or EURIBOR (as the case may be) for a Loan, it must promptly notify the Company.
(b)	After notification under paragraph (a) above, the rate of interest on the affected Loan for the relevant Term will be the aggregate of the applicable:

(i) Margin;

22

(ii)	rate notified by the Lender to the Company as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses as a percentage rate per annum the cost to the Lender of funding the Loan from whatever source it may reasonably select; and
(iii)	Mandatory Cost.

12.2 Alternative basis

(a)	After receipt of any notification under this Clause, if the Lender or the Company so requires, the Company and the Lender must enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Loan.
(b)	Any alternative basis agreed will be binding on each Party.

13.	TAXES
13.1	Tax gross-up

(a)	Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.
(b)	If an Obligor or the Lender is aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must notify the other party promptly.
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from the Obligor to the Lender will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d)	If an Obligor is required to make a Tax Deduction, that Obligor must make the minimum Tax Deduction allowed by law and must make any payment required in connection with that Tax Deduction within the time allowed by law.
(e)	Upon request the Obligor making that Tax Deduction must deliver to the Lender as soon as practicable evidence satisfactory to the Lender (acting reasonably) that the Tax Deduction has been made or (as applicable) the appropriate payment has been paid to the relevant taxing authority.

13.2 Tax indemnity

(a)	Except as provided below, the Company must indemnify the Lender against any loss or liability which the Lender (in its absolute discretion) determines will be or has been suffered (directly or indirectly) by it for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a Finance Document.
(b)	Paragraph (a) above does not apply to any Tax assessed on the Lender under the laws of the jurisdiction in which:

(i) the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or

23

(ii) the Lender’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable by the Lender. However, any payment deemed to be received or receivable, including any amount treated as income but not actually received by the Lender, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose.

(c) If the Lender makes, or intends to make, a claim under paragraph (a) above, it must promptly notify the Company of the event which will give, or has given, rise to the claim.

13.3	Tax Credit
	If an Obligor makes a Tax Payment and the Lender (in its absolute discretion) determines that:

(a)	a Tax Credit is attributable to that Tax Payment; and
(b)	it has used and retained that Tax Credit,

the Lender must pay an amount to the Obligor which the Lender determines (in its absolute discretion) will leave it (after that payment) in no worse after-tax position as it would have been if the Tax Payment had not been required to be made by the Obligor.

13.4 Stamp taxes

The Company must pay and indemnify the Lender against any stamp duty, registration tax or other similar Tax payable in connection with the entry into, performance or enforcement of any Finance Document.

13.5 Value added taxes

(a)	Any amount (including costs and expenses) payable under a Finance Document by an Obligor is exclusive of any value added tax or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the Obligor must pay to the Lender (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax.
(b)	Where a Finance Document requires any Obligor to reimburse the Lender for any costs or expenses, that Obligor must also at the same time pay and indemnify the Lender against all value added tax or any other Tax of a similar nature incurred by the Lender in respect of those costs or expenses.

14.	INCREASED COSTS
14.1	Increased Costs
	Except as provided below in this Clause, the Company must pay to the Lender the amount of any Increased Cost incurred by the Lender or any of its Affiliates as a result of:

(a) the introduction of, or any change in, or any change in the interpretation, administration or application of, any law or regulation; or

24

(b) compliance with any law or regulation made after the date of this Agreement.

14.2	Exceptions
	The Company need not make any payment for an Increased Cost to the extent that the Increased Cost is:

(a)	compensated for under another Clause or would have been but for an exception to that Clause; or
(b)	attributable to the Lender or its Affiliate wilfully failing to comply with any law or regulation.

14.3 Claims

(a)	The Lender must promptly notify the Company of the circumstances giving rise to and the amount of the claim.
(b)	The Lender must, as soon as practicable after a demand by it, provide a certificate confirming the amount of its Increased Cost.

15.	MITIGATION
15.1	Mitigation

(a) The Lender must, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which result or would result in:

(i)	any Tax Payment or Increased Cost being payable to the Lender;
(ii)	the Lender being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of any illegality; or
(iii)	the Lender incurring any cost of complying with the minimum reserve requirements of the European Central Bank,

including transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

(c) The Company must indemnify the Lender for all costs and expenses reasonably incurred by it as a result of any step taken by it under this Subclause.

(d) The Lender is not obliged to take any step under this Subclause if, in its opinion (acting reasonably), to do so might be prejudicial to it.

15.2	Conduct of business by the Lender
	No term of this Agreement will:

(a) interfere with the right of the Lender to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;

25

(b)	oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or
(c)	oblige the Lender to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.

16.	PAYMENTS
16.1	Place
	Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party under a Finance Document must be made to the relevant Party to its account at such office or bank in Treviso, as it may notify to the other Party for this purpose by not less than five Business Days’ prior notice.
16.2	Funds
	Payments under the Finance Documents to the Lender must be made for value on the due date at such times and in such funds as the Lender may specify to the Party concerned as being customary at the time for the settlement of transactions in that currency in the place for payment.
16.3	Currency

(a)	Unless a Finance Document specifies that payments under it are to be made in a different manner, the currency of each amount payable under the Finance Documents is determined under this Clause.
(b)	Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in which they are incurred.
(c)	Each other amount payable under the Finance Documents is payable in:

(i)	if it relates to a Loan that has been converted into euro in accordance with this Agreement, in euro; and
(ii)	otherwise, in US Dollars.

16.4	No set-off or counterclaim
	All payments made by an Obligor under the Finance Documents must be made without set-off or counterclaim.
16.5	Business Days

(a)	If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not) or whatever day the Lender determines is market practice.
(b)	During any extension of the due date for payment of any principal under this Agreement interest is payable on that principal at the rate payable on the original due date.

26

16.6	Timing of payments
	If a Finance Document does not provide for when a particular payment is due, that payment will be due within three Business Days of demand by the Lender
17.	GUARANTEE AND INDEMNITY
17.1	Guarantee and indemnity
	The Guarantor irrevocably and unconditionally:

(a)	guarantees to the Lender punctual performance by the Company of all its obligations under the Finance Documents;
(b)	undertakes with the Lender that, whenever the Company does not pay any amount when due under any Finance Document, the Guarantor must immediately on demand by the Lender pay that amount as if it were the principal obligor; and
(c)	indemnifies the Lender immediately on demand against any loss or liability suffered by the Lender if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the loss or liability under this indemnity will be equal to the amount the Lender would otherwise have been entitled to recover,

in each case to the extent permitted by law.

17.2	Continuing guarantee
	Subject to Clause 17.9 (Termination of the Guarantee), this guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Company under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
17.3	Reinstatement

(a)

If any discharge (whether in respect of the obligations of an Obligor or any security for those obligations or otherwise) or arrangement is made in whole or in part on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Guarantor under this Clause will continue as if the discharge or arrangement had not occurred.

(b)

The Lender may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.

17.4	Waiver of defences
	The obligations of the Guarantor under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or the Lender). This includes:

(a)	any time or waiver granted to, or composition with, any person;
(b)	any release of any person under the terms of any composition or arrangement;

27

(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(d)	any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(e)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(f)	any amendment (however fundamental) of a Finance Document or any other document or security; or
(g)	any unenforceability, illegality, invalidity or non-provability of any obligation of any person under any Finance Document or any other document or security.

17.5	Immediate recourse
	The Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from the Guarantor under this Clause.
17.6	Appropriations
	Until all amounts which may be or become payable by the Obligors under the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may without affecting the liability of the Guarantor under this Clause:

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts; or
(b)	apply and enforce them in such manner and order as it sees fit (whether against those amounts or otherwise); and
(c)	hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause.

17.7	Non-competition
	Unless:

(a)	all amounts which may be or become payable by the Obligors under the Finance Documents have been irrevocably paid in full; or
(b)	the Lender otherwise directs,

the Guarantor will not, after a claim has been made or by virtue of any payment or performance by it under this Clause:

(i) be subrogated to any rights, security or moneys held, received or receivable by the Lender (or any trustee or agent on its behalf);

28

(ii)	be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of the Guarantor’s liability under this Clause;
(iii)	claim, rank, prove or vote as a creditor of the Company or its estate in competition with the Lender (or any trustee or agent on its behalf); or
(iv)	receive, claim or have the benefit of any payment, distribution or security from or on account of the Company, or exercise any right of set-off as against the Company.

The Guarantor must hold in trust for and immediately pay or transfer to the Lender any payment or distribution or benefit of security received by it contrary to this Clause or in accordance with any directions given by the Lender under this Clause.

17.8	Additional security
	This guarantee is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Lender.
17.9	Termination of the Guarantee

(a)

This Guarantee shall automatically terminate on the Merger Effective Date or at any time thereafter if on the Merger Effective Date or such later date (i) the most recently delivered consolidated accounts of the Target Group and the most recently delivered accounts of the Company and any Additional Guarantor at such time demonstrate that the ratio of Consolidated Total Net Borrowings plus the Loan (to the extent not yet included in Consolidated Total Net Borrowings) to Consolidated EBITDA plus EBITDA of the Company and any Additional Guarantor (to the extent not yet included in Consolidated EBITDA) is equal to or less than 3.2:1, and (ii) the chief financial officer of the Target certifies in writing to the Lender that there has been no change in the financial condition of the Company , the Target Group or any Additional Guarantor, as the case may be, since the date as of which the relevant accounts referred to in sub paragraph (i) were drawn up which such officer reasonably believes would result in the ratio of Consolidated Total Net Borrowings plus the Loan (to the extent not yet included in Consolidated Total Net Borrowings) to Consolidated EBITDA plus EBITDA of the Company and any Additional Guarantor (to the extent not yet included in Consolidated EBITDA) being greater than 3.2:1.

(b)

This Guarantee shall automatically terminate on the date on which all amounts of any nature outstanding under or in connection with the Facility have been paid and discharged in full.

18.	REPRESENTATIONS
18.1	Representations
	The representations set out in this Clause are made by each Obligor or (if it so states) either one of them to the Lender.

29

18.2 Status

(a)	It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
(b)	It has the power to own its assets and carry on its business as it is being conducted.

18.3	Powers and authority
	It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.
18.4	Legal validity

(a)	Subject to any general principles of law limiting its obligations, including those referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation.
(b)	Each Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.

18.5	Non-conflict
	The entry into and performance by it of, the Finance Documents do not conflict with:

(a)	any law or regulation applicable to it;
(b)	its constitutional documents; or
(c)	to the extent that such conflict is reasonably likely to have a Material Adverse Effect, any document which is binding upon it or any of its assets.

18.6 No default

(a)	No Default is outstanding or will result from the execution of, or the performance of any transaction contemplated by, any Finance Document; and
(b)	no other event is outstanding which constitutes a default under any document which is binding on it or any of its assets to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.

18.7	Authorisations
	All authorisations required by it in connection with the entry into, performance, validity and enforceability of the Finance Documents have been obtained or effected (as appropriate) and are in full force and effect.
18.8	Financial statements
	The Guarantor’s Original Financial Statements:

(a) have been prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation, consistently applied; and

30

(b) fairly represent its financial condition (consolidated, if applicable) as at the date to which they were drawn up,

except, in each case, as disclosed to the contrary in those financial statements.

18.9	No material adverse change
	There has been no material adverse change in the financial condition or consolidated financial condition of the Guarantor since the date to which the Original Financial Statements were drawn up.
18.10	The Company
	In the case of the Company, prior to the Merger:

(a)	the Company has not traded or incurred any material liabilities or commitments (actual or contingent, present or future) other than those under or contemplated by the Finance Documents and in connection with the Offer or otherwise as it being consistent for special purpose vehicles of this kind; and
(b)	upon paying the consideration due in respect of the Shares and American Depositary Receipts tendered pursuant to the Offer, the Company will become the legal owner of all of such Shares and American Depository Receipts acquired pursuant to the Offer.

18.11	Litigation
	No litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which are reasonably likely to be adversely determined, and is so determined are reasonably likely to have a Material Adverse Effect.
18.12	Taxes on payments
	All amounts payable by it under the Finance Documents may be made without any Tax Deduction.
18.13	Stamp duties
	No stamp or registration duty or similar Tax or charge is payable in its jurisdiction of incorporation in respect of any Finance Document.
18.14	No adverse consequences

(a) it is not necessary under the laws of its jurisdiction of incorporation:

(i)	in order to enable the Lender to enforce its rights under any Finance Document; or
(ii)	by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

that the Lender should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and

31

(b) the Lender is not and will not be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the execution, performance and/or enforcement of any Finance Document.

18.15 Jurisdiction/governing law

(a) Its:

(i)	irrevocable submission under this Agreement to the jurisdiction of the courts of England;
(ii)	agreement that this Agreement is governed by English law; and
(iii)	agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of its jurisdiction of incorporation; and

(b) any final and conclusive judgment obtained in England will be recognised and be enforceable by the courts of its jurisdiction of incorporation, subject to applicable procedural requirements, general principles of law and limitations including those referred to in any legal opinion required under this Agreement.

18.16 Times for making representations

(a)	The representations set out in this Clause are made by each Obligor on the date of this Agreement.
(b)	Unless a representation is expressed to be given at a specific date, each representation other than the representations set out in Clauses 18.7 (Authorisations), 18.8 (Financial Statements), 18.9 (Material Adverse Change), 18.12 (Taxes), 18.13 (Stamp Duty), 18.14 (No adverse consequences) and 18.15 (Jurisdiction/Governing Law) is deemed to be repeated by each Obligor on the date of each Request and the first day of each Term.
(c)	When a representation is repeated, it is applied to the circumstances existing at the time of repetition.

19.	INFORMATION COVENANTS
19.1	Financial statements

(a) The Company must supply to the Lender:

(i)	its audited financial statements for each of its financial years;
(ii)	the Guarantor’s financial statements for each of its financial years;

(b) All financial statements must be supplied as soon as they are available and:

(i)	in the case of the Company’s audited financial statements, within 180 days;
(ii)	in the case of the Guarantor’s financial statements, within 300 days;

of the end of the relevant financial period.

32

19.2 Form of financial statements

(a)	The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up.
(b)	The Company must notify the Lender of any change to the manner in which its audited consolidated financial statements are prepared.
(c)	If requested by the Lender, the Company must supply to the Lender:

(i)	a full description of any change notified under paragraph (b) above; and
(ii)	sufficient information to enable it to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Lender under this Agreement.

(d)

If requested by the Lender, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lender in the same position as they would have been in if the change had not happened.

(e)

If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements (or in the case of the Company, the first of its audited consolidated financial statements delivered to the Lender under this Agreement).

19.3 Budget

(a)	The Company must supply to the Lender as soon as they have been approved by the board of directors of the Target, and in any event not later than 30 days before the beginning of each annual accounting period, a budget for the Target Group for that accounting period.
(b)	The budget must be:

(i)	prepared on a basis consistent with the accounting standards as used in preparing the Target Group’s consolidated financial statements; and
(ii)	approved by the board of directors of the Target.

19.4 Compliance Certificate

(a)	The Company must ensure that a Compliance Certificate is supplied to the Lender on or before the Merger Effective Date with respect to the set of accounts referred to in Clause 17.9(a)(i) and each set of Accounts delivered thereafter.
(b)	A Compliance Certificate must be signed by the chief financial officer of the Target.

33

19.5	Information — miscellaneous
	The Company must supply to the Lender:

(a)	copies of all documents despatched by the Company to its creditors generally or any class of them at the same time as they are despatched; and
(b)	promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened or pending and which are reasonably likely to be adversely determined, and if so determined are reasonably likely to have a Material Adverse Effect.

19.6 Notification of Default

(a)	Unless the Lender has already been so notified by the other Obligor, each Obligor must notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
(b)	Promptly on request by the Lender, the Company must supply to the Lender a certificate, signed by two of its authorised signatories on its behalf, certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.

19.7	Year end
	The Company must not change its financial year end.
19.8	Use of websites

(a) Except as provided below, the Company may deliver any information under this Agreement to the Lender by posting it on to an electronic website if:

(i)	the Company and the Lender designate an electronic website for this purpose;
(ii)	the Company notifies the Lender of the address of and password for the website; and
(iii)	the information posted is in a format agreed between the Company and the Lender.

(b)	Notwithstanding the above, the Company must supply to the Lender upon the Lender’s request a copy in paper form of any such information posted on the website.
(c)	The Company must promptly upon becoming aware of its occurrence, notify the Lender if:

(i)	the website cannot be accessed;
(ii)	the website or any information on the website is infected by any electronic virus or similar software;
(iii)	the password for the website is changed; or
(iv)	any information to be supplied under this Agreement is posted on the website or amended after being posted.

34

	If the circumstances in sub-paragraphs (i) or (ii) above occur, the Company must supply any information required under this Agreement in paper form until the Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.
19.9	Know your customer requirements
	Each Obligor must promptly on the request of the Lender supply to the Lender any documentation or other evidence which is reasonably requested by the Lender (whether for itself or on behalf of any prospective new Lender) to enable the Lender or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements.
20.	GENERAL COVENANTS
20.1	General
	Each Obligor agrees to be bound by the covenants set out in this Clause relating to it.
20.2	Authorisations
	Each Obligor must promptly obtain, maintain and comply with the terms of any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.
20.3	Compliance with laws
	Each Obligor must comply in all respects with all laws to which it is subject where failure to do so has or is reasonably likely to have a Material Adverse Effect.
20.4	Pari passu ranking
	Each Obligor must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.
20.5	Negative pledge

(a) Except as provided below, no Obligor

(A) may create or allow to exist any Security Interest on any of its assets (including in the case of the Company, the Shares and American Depository Receipts acquired pursuant to the Offer); or

(B) (i) sell, transfer or otherwise dispose of any of its assets (including the Shares acquired pursuant to the Offer) on terms where it is or may be leased to or re-acquired or acquired by a member of the Group or any of its related entities;

(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iv)	enter into any other preferential arrangement having a similar effect,

35

in circumstances where the transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(b) Paragraph (a) does not apply to:

(i)	any Security Interest listed in Schedule 4 (Existing Security) except to the extent the principal amount secured by that Security Interest exceeds the amount stated in that Schedule;
(ii)	any Security Interest comprising a netting or set-off arrangement entered into by an Obligor in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(iii)	any lien arising by operation of law and in the ordinary course of trading;
(iv)	any Security Interest entered into pursuant to a Finance Document; or
(v)	any Security Interest (not being a Security Interest over the Shares acquired by the Company) securing indebtedness the amount of which (when aggregated with the amount of any other indebtedness which has the benefit of a Security Interest not allowed under the preceding subparagraphs) does not exceed 10 per cent. of the book value of the consolidated assets of the Obligors or its equivalent at any time; or
(vi)	any transaction conducted in compliance with Clause 20.6(b)(vi).

(c) Paragraph (a) does not apply to any Security Interest granted by the Company or the Target as successor to the Company, as the case may be, at any time after the Merger Effective Date if and (only for so long as) as of the date of the most recently delivered accounts, the ratio of Consolidated Total Net Borrowings plus the Loan (to the extent not yet included in Consolidated Total Net Borrowings) to Consolidated EBITDA plus EBITDA of the Company and any Additional Guarantor (to the extent not yet included in Consolidated EBITDA) is equal to or less than 3.2 to 1.

20.6 Disposals

(a)	Except as provided below, no Obligor may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its assets (including, in the case of the Company, the Shares and American Depository Receipts acquired pursuant to the Offer).
(b)	In the case of the Guarantor only, paragraph (a) does not apply to any disposal:

(i)	made in the ordinary course of trading of the disposing entity;
(ii)	of assets in exchange for other assets comparable or superior as to type, value and quality;
(iii)	of Cash or Cash Equivalents;
(iv)	between the Obligors;
(v)	on arm’s length terms, where the consideration receivable (when aggregated with the consideration for any other disposal not allowed under the other sub-

36

	paragraphs of this clause) does not exceed 10 per cent. of the book value of the consolidated assets of the Group or its equivalent at any time; or
(vi)	a disposal of assets by the Guarantor to another company that prior to such disposal provides a guarantee in respect of the Facility in the form provided for in Clause 17 and thereby becomes an Obligor.

(c) Paragraph (a) does not apply to any disposal by the Company or the Target as successor to the Company, as the case may be, at any time after the Merger Effective Date if (and only for so long as) as of the date of the most recently delivered accounts, the ratio of Consolidated Total Net Borrowings plus the Loan (to the extent not yet included in the Consolidated Total Net Borrowings) to Consolidated EBITDA plus EBITDA of the Company and any Additional Guarantor (to the extent not yet included in the Consolidated EBITDA) is equal to or less than 3.2 to 1.

20.7 Financial Indebtedness

(a)	Except as provided below, no Obligor may incur any Financial Indebtedness.
(b)	Paragraph (a) does not apply to:

(i)	any Financial Indebtedness incurred or expressly permitted under the Finance Documents or by the Lender;
(ii)	any existing Financial Indebtedness listed in Schedule 4 (Existing Financial Indebtedness) or Financial Indebtedness replacing or refinancing such Financial Indebtedness but only to the extent that it is not increased;
(iii)	any Financial Indebtedness owed by an Obligor to another Obligor
(iv)	any derivative transaction protecting against or benefiting from fluctuations in any rate or price entered into in the ordinary course of business; or
(v)	Financial Indebtedness not otherwise permitted under this Clause which in the aggregate does not exceed US$25,000,000 or its equivalent at any time.

(c) Paragraph (a) does not apply to any Financial Indebtedness incurred by the Company or the Target as successor to the Company, as the case may be, at any time after the Merger Effective Date if (and only for so long as) as of the date of the most recently delivered accounts the ratio of Consolidated Total Net Borrowings plus the Loan (to the extent not yet included in Consolidated Total Net Borrowings) to Consolidated EBITDA plus EBITDA of the Company and any Additional Guarantor (to the extent not yet included in the Target Group’s Consolidated EBITDA) is equal to or less than 3.2 to 1.

20.8	Change of business
Prior to the Merger, the Company must ensure that no substantial change is made to the general nature of the business of the Company from that carried on at the date of this Agreement.

37

20.9	Mergers
No Obligor may enter into any amalgamation, demerger, merger or reconstruction that is reasonably likely to lead to a change of control (within the meaning of Clause 9.2 (Mandatory prepayment — change of control)) or is reasonably likely to have a Material Adverse Effect.
20.10	Dividends
	Prior to the Merger, the Company may not:

(a)	declare, make or pay, or pay interest on any unpaid amount of, any dividend, charge, fee or other distribution (whether in cash or in kind) on or in respect of its shares or share capital (or any class of its share capital); or
(b)	repay or distribute any share premium account.

20.11	Holding Companies
	Prior to the Merger, the Company must not carry on any business or own any assets, other than:

(a)	owning and holding Shares and American Depository Receipts;
(b)	the ownership of Cash or Cash Equivalents and the provision of administrative services (excluding treasury services) to the Guarantor or members of the Target Group of a type customarily provided by a Holding Company to its Subsidiaries; and
(c)	incurring Financial Indebtedness under the Finance Documents.

20.12	Arm’s-length terms
(a)	Prior to the Merger, no Obligor may enter into any material transaction with any person otherwise than on arm’s-length terms and for full market value, save for:

(i)	loans between members of the Group; or
(ii)	other transactions between members of the Group,

which are permitted by other terms of this Agreement, provided that the terms of those loans or transactions do not result in a transfer of value from an Obligor to a non-Obligor.

(b) After the Merger, neither the Guarantor not the company resulting from the Merger may enter into any material transaction with any person otherwise than on arm’s-length terms and for full market value, save for:

(i)	loans between members of the Group; or
(ii)	other transactions between members of the Group,

which are permitted by other terms of this Agreement.

20.13 Amendments to documents

(a) No member of the Group may:

38

(i)	amend its memorandum or articles of association or other constitutional documents;
(ii)	amend or waive any term of any of the other documents delivered to the Lender pursuant to Clause 4.1 (Conditions precedent documents),

in any way which would be materially adverse to the interests of the Lender under the Finance Documents without the prior written consent of the Lender.

(b) The Company must promptly supply to the Lender a copy of any amendment to or waiver of any of the documents referred to in paragraph (a) above.

20.14	Segregation of assets under the Italian Civil Code
	No Obligor incorporated in Italy may take any of the actions specified under Article 2447-bis, paragraph 1, subparagraph (a) or (b), of the Italian Civil Code (“Patrimoni Destinati ad uno Specifico Affare”).
20.15	Deposit of Shares acquired

(a)	Within the time period specified in the Sale Mandate, the Company must deposit all Shares and American Depositary Receipts (whether in the form of American Depositary Receipts or converted into Shares) purchased by it pursuant to the Offer in a blocked deposit account held with the Lender.
(b)	Such Shares and American Depository Receipts will be released on the earlier of (i) the Merger Effective Date, and (ii) the date on which all amounts of any nature outstanding under or in connection with the Facility have been paid and discharged in full.

21.	DEFAULT
21.1	Events of Default
	Each of the events set out in this Clause is an Event of Default.
21.2	Non-payment
	An Obligor does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the non-payment:

(a)	is caused by technical or administrative error; and
(b)	is remedied within three Business Days of the due date.

21.3 Breach of other obligations

An Obligor does not comply with any other term of the Finance Documents not already referred to in this Clause, unless the non-compliance:

(a)	is capable of remedy; and
(b)	is remedied within 20 days of the earlier of the Lender giving notice and the Obligor becoming aware of the non-compliance.

39

21.4	Misrepresentation
	A representation made or repeated by an Obligor in any Finance Document or in any document delivered by or on behalf of any Obligor under any Finance Document is incorrect in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation:

(a)	are capable of remedy; and
(b)	are remedied within 20 days of the earlier of the Lender giving notice and the Obligor becoming aware of the misrepresentation.

21.5	Cross-default
	Any of the following occurs in respect of an Obligor:

(a)	any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);
(b)	any of its Financial Indebtedness:

(i)	becomes prematurely due and payable;
(ii)	is placed on demand; or
(iii)	is capable of being declared by a creditor to be prematurely due and payable or being placed on demand,

in each case, as a result of an event of default (howsoever described); or

(c) any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default (howsoever described),

unless the aggregate amount of Financial Indebtedness falling within all or any of paragraphs (a)-(c) above is less than US$5 million or its equivalent.

21.6	Insolvency
	Any of the following occurs in respect of an Obligor:

(a)	it is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent;
(b)	it admits its inability to pay its debts as they fall due;
(c)	it suspends making payments on any of its debts or announces an intention to do so;
(d)	by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling of any of its indebtedness; or
(e)	a moratorium is declared in respect of any of its indebtedness.

If a moratorium occurs in respect of any Obligor, the ending of the moratorium will not remedy any Event of Default caused by the moratorium.

40

21.7 Insolvency proceedings

(a) Except as provided below, any of the following occurs in respect of an Obligor or the Target:

(i)	any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors;
(ii)	a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for, its winding-up, administration or dissolution or any such resolution is passed;
(iii)	any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration or dissolution;
(iv)	an order for its winding-up, administration or dissolution is made;
(v)	any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets;
(vi)	its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer; or
(vii)	any other analogous step or procedure is taken in any jurisdiction.

(b) Paragraph (a) does not apply to any winding-up petition which is frivolous or vexatious in nature or is being contested in good faith and which is discharged, stayed or dismissed within 90 days of commencement.

21.8	Creditors’ process
	Any attachment (in case of the Guarantor only meaning a preliminary attachment (Conservatoir Beslag)), sequestration, distress, execution or analogous event affects any asset(s) of an Obligor having an aggregate value of at least US$5 million or its equivalent, and is not discharged within 90 days.
21.9	Cessation of business
	An Obligor or the Target (if and only if the Target is the surviving company following the Merger)ceases, or threatens to cease, to carry on business except as a result of any disposal allowed under this Agreement.
21.10	Effectiveness of Finance Documents

(a)	It is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents.
(b)	Any Finance Document is not effective in accordance with its terms or is alleged by an Obligor to be ineffective in accordance with its terms for any reason.

41

(c) An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

21.11	Ownership of the Company
	The Guarantor ceases to wholly own the Company prior to the Merger.
21.12	Sale Mandate
	The Company fails to deliver the executed Sale Mandate to the Lender within 20 days of the closing of the Offer.
21.13	Material adverse change
	Any event or series of events occurs which would reasonably be likely to have a Material Adverse Effect.
21.14	Acceleration
	If an Event of Default is outstanding, the Lender may, by notice to the Company:

(a)	cancel all or any part of the Commitment; and/or
(b)	declare that all or part of any amounts outstanding under the Finance Documents are:

(i)	immediately due and payable; and/or
(ii)	payable on demand by the Lender.

Any notice given under this Subclause will take effect in accordance with its terms.

22.	EVIDENCE AND CALCULATIONS
22.1	Accounts
	Accounts maintained by the Lender in connection with this Agreement are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration proceedings.
22.2	Certificates and determinations
	Any certification or determination by the Lender of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of the matters to which it relates.
22.3	Calculations
	Any interest or fee accruing under this Agreement accrues from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or otherwise, depending on what the Lender determines is market practice.
23.	FEES
	The Company must pay to the Lender:

42

(a)	on the date of this Agreement a front-end fee of €100,000; and
(b)	on the Term Date, an additional fee of 0.20 per cent of the aggregate amount of Loans outstanding in excess of US$60,000,000, payable in euro and calculated using the Lender’s Spot Rate of Exchange.

24.	INDEMNITIES AND BREAK COSTS
24.1	Currency indemnity

(a) The Company must, as an independent obligation, indemnify the Lender against any loss or liability which the Lender incurs as a consequence of:

(i)	the Lender receiving an amount in respect of an Obligor’s liability under the Finance Documents; or
(ii)	that liability being converted into a claim, proof, judgment or order,

in a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document.

(b) Unless otherwise required by law, each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

24.2 Other indemnities

(a) The Company must indemnify the Lender against any loss or liability which the Lender incurs as a consequence of:

(i)	the occurrence of any Event of Default;
(ii)	any failure by an Obligor to pay any amount due under a Finance Document on its due date;
(iii)	(other than by reason of negligence or default by the Lender) a Loan not being made after a Request has been delivered for that Loan;
(iv)	a Loan (or part of a Loan) not being prepaid in accordance with this Agreement;
(v)	investigating any event which the Lender reasonably believes to be a Default; or
(vi)	acting or relying on any notice which the Lender reasonably believes to be genuine, correct and appropriately authorised.

(b) The Company’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document or any Loan.

24.3 Break Costs

(a)	The Company must pay to the Lender its Break Costs.
(b)	Break Costs are the amount (if any) determined by the Lender by which:

43

(i) the interest (excluding any applicable Margin or Mandatory Cost) which the Lender would have received for the period from the date of receipt of any part of its share in a Loan or an overdue amount to the last day of the applicable Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term;

exceeds

(ii) the amount which the Lender would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the appropriate interbank market for a period starting on the Business Day following receipt and ending on the last day of the applicable Term.

(c) The Lender must supply to the Company details of the amount of any Break Costs claimed by it under this Subclause.

25.	EXPENSES
25.1	Initial costs
	Each party must bear its own costs and expenses (including legal fees) incurred in connection with the negotiation, preparation, printing and execution of the Finance Documents.
25.2	Subsequent costs
	The Company must pay to the Lender the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with:

(a)	the negotiation, preparation, printing and execution of any Finance Document executed after the date of this Agreement; and
(b)	any amendment, waiver or consent requested by or on behalf of an Obligor or specifically allowed by this Agreement.

25.3	Enforcement costs
	The Company must pay to the Lender the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Finance Document.
26.	AMENDMENTS AND WAIVERS
26.1	Change of currency
	If a change in any currency of a country occurs (including where there is more than one currency or currency unit recognised at the same time as the lawful currency of a country), the Finance Documents will be amended to the extent the Lender (acting reasonably and after consultation with the Company) determines is necessary to reflect the change.
26.2	Waivers and remedies cumulative
	The rights of the Lender under the Finance Documents:

(a) may be exercised as often as necessary;

44

(b)	are cumulative and not exclusive of its rights under the general law; and
(c)	may be waived only in writing and specifically.

Delay in exercising or non-exercise of any right is not a waiver of that right.

27.	CHANGES TO THE PARTIES
27.1	Assignments and transfers by the Obligors
	No Obligor may assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of the Lender.
27.2	Assignments, transfers and sub-participations by the Lender

(a)	The Lender may not assign or transfer (including by way of novation) any of its rights and obligations under this Agreement to any other person (the New Lender) except with the express written consent of the Company and provided that no such assignment or transfer shall be allowed if such assignment or transfer would violate the U.S. margin regulations.
(b)	The consent of the Company must not be unreasonably withheld or delayed.
(c)	The Company may not withhold its consent solely because the assignment or transfer might increase the Mandatory Cost.
(d)	A transfer of obligations will be effective only if the New Lender confirms to the Company in form and substance satisfactory to the Company that it is bound by the terms of this Agreement as the Lender. On the transfer becoming effective in this manner the Lender will be released from its obligations under this Agreement to the extent that they are transferred to the New Lender.
(e)	The Lender or any New Lender may not without the prior written consent of the Company enter into any sub-participation agreement, credit derivative or other funding or risk transfer arrangement if such agreement or arrangement includes the transfer of voting rights or has the effect of requiring the consent of a person other than the Lender in respect of any matters for which the Lender’s or the New Lender’s vote or consent is required under the Finance Documents.

27.3	Costs resulting from change of Lender or Facility Office
	If:

(a)	the Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and
(b)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,

then, unless the assignment, transfer or change is made by the Lender to mitigate any circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, that Obligor need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no assignment, transfer or change had occurred.

45

28. DISCLOSURE OF INFORMATION

(a) The Lender must keep confidential any information supplied to it by or on behalf of any Obligor in connection with the Finance Documents. However, the Lender is entitled to disclose information:

(i)	which is publicly available, other than as a result of a breach by the Lender of this Clause;
(ii)	in connection with any legal or arbitration proceedings;
(iii)	if required to do so under any law or regulation;
(iv)	to a governmental, banking, taxation or other regulatory authority;
(v)	to its professional advisers;
(vi)	to the extent allowed under paragraph (b) below;
(vii)	to another Obligor; or
(viii)	with the agreement of the relevant Obligor,

provided that to the extent such information relates to the Target Group, is not publicly available and the Target it is listed such information shall, to the extent legally possible, not be disclosed prior to Target being notified. In all other circumstances the lender shall notify the Company (to the extent legally possible) of any disclosure of information which is not publicly available as soon as is practicable after any such disclosure.

(b) The Lender may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement (a participant):

(i)	a copy of any Finance Document; and
(ii)	any information which the Lender has acquired under or in connection with any Finance Document.

However, before a participant may receive any confidential information, it must agree with the Lender to keep that information confidential on the terms of paragraph (a) above.

(c) This Clause supersedes any previous confidentiality undertaking given by the Lender in connection with this Agreement.

29.

SET-OFF

The Lender may set off any matured obligation owed to it by an Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any obligation (whether or not matured) owed by the Lender to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

46

30.	SEVERABILITY
	If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(a)	the legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or
(b)	the legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents.

31.	COUNTERPARTS
	Each Finance Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
32.	NOTICES
32.1	In writing

(a)	Any communication in connection with a Finance Document must be in writing and, unless otherwise stated, may be given in person, by post, fax or any electronic communication approved by the Lender.
(b)	For the purpose of the Finance Documents, an electronic communication will be treated as being in writing.
(c)	Unless it is agreed to the contrary, any consent or agreement required under a Finance Document must be given in writing.

32.2 Contact details

(a) The contact details of the Company for this purpose are:

Address:	Zona Industriale Villanova, 12
	32013 Longarone (BL) Italy
Fax number:	+39.0437.573.195
E-mail:	maurizio.dessolis@derigo.com
Attention:	Maurizio Dessolis

(b) The contact details of the Guarantor for this purpose are:

Address:	Herengracht 450 (1017CA), Amsterdam
Fax number:	+31.2054.08909
E-mail:	clonghurst@emtworld.com
Attention:	Colin Longhurst

(c) The contact details of the Lender for this purpose are:

Address:	Piazza Scala 6, Milano
Fax number:	+39 0287943233
E-mail:	michele.ciapponi@bancaintesa.it
Attention:	Michele Ciapponi

47

(d)	Any Party may change its contact details by giving five Business Days’ notice to the other Parties.
(e)	Where a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer.

32.3 Effectiveness

(a) Except as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:

(i)	if delivered in person, at the time of delivery;
(ii)	if posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope;
(iii)	if by fax, when received in legible form; and
(iv)	if by e-mail or any other electronic communication, when received in legible form.

(b)	A communication given under paragraph (a) above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.
(c)	A communication to the Lender will only be effective on actual receipt by it.

32.4 Obligors

(a)	All communications under the Finance Documents to or from the Guarantor or any Additional Guarantor must be sent through the Company.
(b)	The Guarantor and any Additional Guarantor irrevocably appoints the Company to act as its agent:

(i)	to give and receive all notices under the Finance Documents;
(ii)	to supply all information concerning itself to the Lender; and
(iii)	to sign all documents under or in connection with the Finance Documents.

(c)	Any communication given to the Company in connection with a Finance Document will be deemed to have been given also to the Guarantor and any Additional Guarantor.
(d)	The Lender may assume that any communication made by the Company is made with the consent of the Guarantor and any Additional Guarantor.

33. LANGUAGE

(a)	Any notice given in connection with a Finance Document must be in English.
(b)	Any other document provided in connection with a Finance Document must be:

48

(i)	in English; or
(ii)	(unless the Lender otherwise agrees) accompanied by a certified English translation. In this case, the English translation prevails unless the document is a statutory or other official document.

34.	GOVERNING LAW
	This Agreement is governed by English law.
35.	ENFORCEMENT
35.1	Jurisdiction

(a)	The English courts have exclusive jurisdiction to settle any dispute in connection with any Finance Document.
(b)	The English courts are the most appropriate and convenient courts to settle any such dispute and each Obligor waives objection to those courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any Finance Document.
(c)	This Clause is for the benefit of the Lender. To the extent allowed by law the Lender may take:

(i)	proceedings in any other court; and
(ii)	concurrent proceedings in any number of jurisdictions.

35.2 Service of process

(a)	Each Obligor not incorporated in England and Wales irrevocably appoints European Vision Limited as its agent under the Finance Documents for service of process in any proceedings before the English courts.
(b)	If any person appointed as process agent is unable for any reason to act as agent for service of process, the Company must immediately procure the appointment of another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
(c)	Each Obligor agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.
(d)	This Clause does not affect any other method of service allowed by law.

35.3	Waiver of immunity
	Each Obligor irrevocably and unconditionally:

(a)	agrees not to claim any immunity from proceedings brought by the Lender against it in relation to a Finance Document and to ensure that no such claim is made on its behalf;
(b)	consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

49

(c) waives all rights of immunity in respect of it or its assets.

35.4	Waiver of trial by jury
	EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY THE COURT.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

50

SCHEDULE 1

CONDITIONS PRECEDENT DOCUMENT

Obligors

1.	A copy of the constitutional documents of each Obligor.
2.	A copy of a resolution of the board of directors of each Obligor (if applicable) approving the terms of, and the transactions contemplated by, this Agreement.
3.	A specimen of the signature of each person authorised on behalf of an Obligor to execute or witness the execution of any Finance Document or to sign or send any document or notice in connection with any Finance Document.
4.	A certificate of an authorised signatory of the Company certifying that each copy document specified in this Schedule (other than the Sale Mandate) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
5.	Evidence that the agent of the Obligors under this Agreement for service of process in England has accepted its appointment.
6.	A certificato di vigenza (or equivalent solvency certificates as applicable) in respect of each Obligor dated not earlier than five (5) Business Days prior to the Utilisation Date.

Legal opinions

1.	A legal opinion of legal advisers to each Obligor as to the power and authority of that Obligor to enter into the Finance Documents to which it is a party, in each case addressed to the Lender.
2.	A legal opinion of Allen & Overy Studio Legale Associato, legal advisers to the Lender in Italy, addressed to the Lender.

Other documents and evidence

1.	Each Finance Document.
2.	Original Financial Statements.
3.	Evidence that all fees and expenses then due and payable from the Company under this Agreement have been or will be paid by the first Utilisation Date.
4.	Evidence that the Guarantor has injected not less than €5,000,000 of additional equity into the Company, which injection may take any form (including a subscription for ordinary share capital or finanziamento soci) on condition that the Lender is satisfied that it is Satisfactorily Subordinated.
5.	A copy of any other authorisation or other document, opinion or assurance which the Lender has notified the Company is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, any Finance Document or for the validity and enforceability of any Finance Document.

51

SCHEDULE 2

FORM OF REQUEST

To:	BANCA INTESA S.p.A.
From:	[                      ]
Date:	[                      ]

     DR 3 S.rl. — US$90,000,000 Credit Agreement dated [                    ], 2005 (the Agreement)

1.	We refer to the Agreement. This is a Request.
2.	We wish to borrow a Loan on the following terms:

(a)	Utilisation Date: [                     ]
(b)	Amount/currency: [                      ]
(c)	Term: [                      ].

3.	Our payment instructions are: [                     ].
4.	We confirm that each condition precedent under the Agreement which must be satisfied on the date of this Request is so satisfied.
5.	This Request is irrevocable.

By:

[                    ]

52

SCHEDULE 3

EXISTING SECURITY

Obligor creating security	Details of security	Maximum principal
		amount secured
De Rigo Holding B.V.	Security arising under the Deed of Pledging dated as of 30 November, 2000 between De Rigo Holding B.V. and Deutsche Bank AG	Euro 530,000

53

SCHEDULE 4

EXISTING FINANCIAL INDEBTEDNESS

Deed of Pledging dated as of 30 November, 2000 between De Rigo Holding B.V. and Deutsche Bank AG

54

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To:	BANCA INTESA S.p.A.
From:	DR 3 S.r.l.
Date:	[                    ]

DR 3 S.r.l. — US$90,000,000 Credit Agreement
dated [               ], 2005 (the Agreement)

1.	We refer to the Agreement. This is a Compliance Certificate.
2.	We confirm that at the date of the most recently delivered accounts:

(a) the ratio of Consolidated Total Net Borrowings plus the Loan (to the extent not yet included in Consolidated Total Net Borrowings) to Consolidated EBITDA plus EBITDA of the Company and any Additional Guarantor (to the extent not yet included in Consolidated EBITDA)is [ ]

3. We set out below calculations establishing the figures in paragraph 2 above:

     [                    ].

4. [We confirm that no Default is outstanding as at [relevant testing date].¹

[DR 3 SRL] [Target Group]

By:

[insert applicable certification language]

¹ If this statement cannot be made, the certificate should identify any Default that is outstanding and the steps, if any, being taken to remedy it.

55

* * *

Please confirm that the above accurately reflects the agreement between us by reproducing in full our Proposal and returning it to us signed by a duly authorised signatory of your company for full, unconditional and irrevocable acceptance.

Yours faithfully,

/s/ Michele Ciapponi

BANCA INTESA S.p.A.

By: Michele Ciapponi

(as Lender)

56

[ON LETTERHEAD OF DR 3 S.r.l.]

To:	Banca Intesa S.p.A.
	Piazza Scala 6, Milano
	Italy
	Fax number: +39 0287943233
	Attention: Michele Ciapponi

28 July, 2005

DR 3 S.r.l. US$90,000,000 Credit Facility

Dear Sirs,

Dear Sirs,

We refer to your letter of today’s date setting out your proposal with respect to the DR 3 S.r.l. US$90,000,000 Credit Facility (the Proposal), which we reproduce in full below.

* * *

[Text of Proposal has been omitted.]

* * *

We hereby confirm our full, irrevocable and unconditional acceptance of your Proposal.

Yours faithfully,

/s/ Massimo De Rigo

For and on behalf of

DR 3 S.r.l.

[ON LETTERHEAD OF DE RIGO HOLDING B.V.]

To:	Banca Intesa S.p.A.
	Piazza Scala 6, Milano
	Italy
	Fax number: +39 0287943233
	Attention: Michele Ciapponi

28 July, 2005

DR 3 S.r.l. US$90,000,000 Credit Facility

Dear Sirs,

Dear Sirs,

We refer to your letter of today’s date setting out your proposal with respect to the DR 3 S.r.l. US$90,000,000 Credit Facility (the Proposal), which we reproduce in full below.

* * *

[Text of Proposal has been omitted.]

* * *

We hereby confirm our full, irrevocable and unconditional acceptance of your Proposal.

Yours faithfully,

/s/ Colin Longhurst

For and on behalf of

DE RIGO HOLDING B.V.