Iss recommends Cole Stockholders Vote for Merger with Luxottica

Cole National Corporation today released the following comment on the reaffirmed recommendation by Institutional Shareholder Services Inc. (Iss) - the U.S. leading independent proxy advisory firm - that Cole National stockholders should vote to approve the proposed merger with Luxottica Group.

'Iss' continued support confirms the Cole National board's determination that the merger offers the best value to our stockholders', said Larry Pollock, Chief Executive Officer of Cole National.

Under the terms of an amendment to the merger agreement dated July 14, 2004, if the transaction is approved at the July 22 reconvened annual meeting, Cole National stockholders will receive $27.50 per share in cash, plus an additional amount equal to 4% per annum from July 22, 2004 through the closing date of the merger, upon completion of the transaction.

Mr. Pollock added, 'Cole National is pleased that the Luxottica transaction continues to receive the support of Iss. We believe their recommendation affirms the thoroughness of the evaluation process undertaken by the directors of Cole National over the last year. Our board of directors believes that the Luxottica transaction is in the best interests of our stockholders, and we encourage our stockholders to vote promptly in order to secure the increased merger consideration'.

Cole National also announced that both Cole National and Luxottica have now completed the required information submissions and submitted the related certifications to the Federal Trade Commission (Ftc). As previously announced, the parties have committed to the Ftc not to close the transaction before September 30, 2004, without the Ftc's consent.