185000000 IT Holding Finance SA

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Pursuant to Italian Law we maintain a Board of Statutory Auditors composed of three individuals who are required to have no other affiliation with the IT Holding S.p.A. Group and who must satisfy certain professional and other standards. Aggregate compensation paid to the Board of Statutory Auditors in 2004 amounted to €0.4 million. Employees As of December 31, 2004, we had 1,720 employees worldwide, of which 451 were production workers, 1,226 were salaried office staff and 43 were senior managers. We also employ approximately 278 employees on a temporary basis during peak activity periods in order to help us prepare our collections. Historically, we have enjoyed good labor relationships with our employees and we are committed to maintaining a positive relationship with them. We have never experienced a material job action or labor stoppage that has had a material impact on our business. Italian law provides that, upon termination of employment, employees are entitled to severance pay based on their annual salary, length of employment and the rate of inflation. As of December 31, 2004, we had reserved €13.7 million for severance and pension payments, which we believe to be sufficient to cover payments to our current employees. Various phases of our production process are outsourced to third parties pursuant to standard agreements. There can be no assurance that employees of these third parties would not, as a result of certain existing Italian employment law and regulations, be considered employees of the Group entitled to the benefits that such a relationship would offer. Share ownership and stock option plans Currently, none of our directors hold any ordinary shares of IT Holding S.p.A. We do not currently have any stock option plans involving members of the board of directors or any of our executive officers. 52
PRINCIPAL SHAREHOLDERS The table below sets forth the beneficial ownership of the ordinary shares of IT Holding S.p.A. as of April 27, 2005: Beneficial Owner Number of Shares Percentage of Outstanding Shares PA Investments S.A. .......................................................................................................... 160,391,207 65.23% Mr. Luigi Giribaldi............................................................................................................. 52,365,654 21.30 Mr. Gian Franco Ferré........................................................................................................ 6,962,312 2.83 GTP Holding S.p.A. ........................................................................................................... 2,500,000 1.02 Other ................................................................................................................................ 23,654,827 9.62 Total ................................................................................................................................ 245,874,000 100.00% IT Holding S.p.A. is not aware of any party, other than the parties listed above, that directly or indirectly owns more than 2% of its issued and outstanding ordinary shares. PA Investments PA Investments is a Luxembourg joint stock company (société anonyme) and is involved through its subsidiaries in the production and marketing of luxury designer apparel and designer home furnishings. PA Investments is controlled by GTP Holding S.p.A., which also directly owns 1.02% of the issued and outstanding shares of IT Holding S.p.A. Two Italian partnerships (società in accomandita semplice), AP di Tonino Perna s.a.s. and Tonino Perna & C. s.a.s., hold 99.0% of the ownership interests in GTP Holding S.p.A. Mr. Tonino Perna, Chairman of the Board of Directors and Managing Director of the Company, is the sole managing partner (socio accomandatario) of both partnerships and his children are equity partners with no management authority. 53
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CONFIDENTIAL Rule 144A Global Note
Page 3 and 4: Definitions In this annual report:
Page 5 and 6: • risks related to our principal
Page 7 and 8: Our Strategic Refocusing Program Du
Page 9 and 10: manufacturing of our products to th
Page 11 and 12: income tax on a consolidated basis
Page 13 and 14: (3) Net working capital is defined
Page 15 and 16: We must anticipate trends and respo
Page 17 and 18: We are subject to significant restr
Page 19 and 20: event of a foreclosure on the secur
Page 21 and 22: • avoid or invalidate all or a po
Page 23 and 24: a maximum of two years); (ii) a pro
Page 25 and 26: • pursuant to article 445 of the
Page 27 and 28: Our Company DESCRIPTION OF BUSINESS
Page 29 and 30: Versus is a medium-priced fashion b
Page 31 and 32: in print (fashion magazines and new
Page 33 and 34: We maintain a close working relatio
Page 35 and 36: Licensor and Brands Gianni Versace
Page 37 and 38: Legal proceedings Ordinary Course L
Page 39 and 40: OPERATING AND FINANCIAL REVIEW AND
Page 41 and 42: each year, when payments to our sup
Page 43 and 44: Income taxes In 2004, we incurred a
Page 45 and 46: Facilities and bank overdraft facil
Page 47 and 48: • €150.0 million principal amou
Page 49 and 50: Contractual obligations The followi
Page 51 and 52: An impairment loss in respect of go
Page 53: Salvatore Vicari has been a directo
Page 57 and 58: invoiced to us by Pavia e Ansaldo -
Page 59 and 60: The Board of Directors IT Holding S
Page 61 and 62: REPORT OF THE AUDITORS The Board of
Page 63 and 64: IT HOLDING S.p.A. CONSOLIDATED BALA
Page 65 and 66: Acquisition of Subsidiary During 20
Page 67 and 68: IT HOLDING S.P.A. NOTES TO THE CONS
Page 69 and 70: IT HOLDING S.p.A. Notes to the cons
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IT HOLDING S.p.A. Notes to the cons
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185000000 IT Holding Finance SA

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