185000000 IT Holding Finance SA

RELATED PARTY TRANSACTIONS
We have entered into a number of agreements with our controlling shareholder, our subsidiaries and other
affiliates. The following is a summary of the main terms of the agreements with such related parties that we
believe are material to our business.
Acquisition of Gianfranco Ferré S.p.A.
On June 24, 2002, we purchased from our controlling shareholder PA Investments 99.99% of the shares in
Financière Melpar Holding S.A. (“FMH”), a Luxembourg company holding 90% of the share capital of Gianfranco
Ferré S.p.A. We paid total consideration of €161.7 million in connection with this transaction, comprising €136.3
million as the purchase price of certain notes issued by FMH to PA Investments with a nominal value of €125.7
million, € 21.5 million as consideration for the assignment to us of a claim of the same from a loan provided by PA
Investments to FMH, and € 3.9 million as the purchase price for the transfer of the 99.99% interest in FMH. In
addition, we paid PA Investments €2.2 million on account of expenses incurred by it in connection with the
acquisition of Gianfranco Ferré S.p.A.
On June 26, 2002, PA Investments transferred the remaining 10% it owned of the share capital of Gianfranco Ferré
S.p.A. to FMH for €18.0 million, resulting in FMH becoming Gianfranco Ferré S.p.A.’s sole shareholder. On
December 23, 2003, FMH was liquidated and all of its assets, including its 100% shareholding in Gianfranco Ferré
S.p.A., were transferred to IT Holding S.p.A. Accordingly, the total consideration paid by IT Holding S.p.A. for
the acquisition of 100% of the shares in Gianfranco Ferré S.p.A. was €181.8 million.
Mr. Gian Franco Ferré Put Agreement
On May 20, 2002, PA Investments transferred 5,667,000 shares of IT Holding S.p.A. to Mr. Gian Franco Ferré at a
price of €3.00 per share. Under the terms of this agreement, Mr. Gian Franco Ferré is entitled to require PA
Investments to re-purchase these shares, in whole or in part, at a price equal to the original purchase price paid by
him for such shares, plus an additional €0.277 per share per year (pro-rated) for the period each such share was
held. This option was exercisable from January 24, 2004 and will expire on January 24, 2006.
Supply Agreements
On December 6, 2001, ITF S.p.A. (“ITF”), a joint venture established in September 2001 by us, Mr. Roberto
Martone, and I.C.R. – Industrie Cosmetiche Riunite S.p.A., a company controlled by Mr. Martone (“ICR”), entered
into an exclusive agreement for the supply to ITF of cosmetics and perfume products under the Roberto Cavalli,
Gianfranco Ferré, Romeo Gigli and Extè trademarks for an initial term of eight years expiring on December 31,
2009. Under this agreement, orders are placed on the basis of a 52 weekly rolling forecast plan updated by ITF and
delivered to ICR by the second week of each month. We sold our interest in ITF on March 25, 2004 for a total
consideration of €31.5 million.
On April 16, 2004, Ittierre Accessories S.p.A. (“Ittierre Accessories”), a company controlled by IT Holding S.p.A.,
entered into an agreement with Sergiolin S.p.A. (“Sergiolin”), a minority shareholder in Ittierre Accessories and a
manufacturer of leather items and accessories, for the supply of leather goods, models and samples under the Extè
trademark for a period of five years, starting with the 2005 Spring-Summer collection. On April 29, 2004, the
parties agreed that for the 2005 Spring-Summer collection only, design and development of the collection would be
carried out by and the associated costs would be borne by Sergiolin. On July 1, 2003, a contract with the same
terms and conditions was entered into by the same parties with regard to the GF Ferré trademark. Sergiolin is
controlled by Mr. Sergio Lin, who became managing director of Ittierre Accessories on July 23, 2003.
Legal Services
We receive legal assistance on a continuing basis from Pavia e Ansaldo – Studio Legale. Antonio Di Pasquale,
who serves on the Board of Directors of IT Holding S.p.A. is a partner of this law firm. The aggregate amount
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