Foundation /

Charter / November 24th, 2010

Article 1 / Establishment

A Foundation called the “Gianfranco Ferré Foundation” has been established, with headquarters in Milan (Italy) at Via Tortona 37.

Offices and delegations may be established both in Italy and abroad for the purpose of carrying out promotional activities that are relevant and instrumental to attaining the objectives of the above Foundation. This includes development and expansion of the necessary support network of national and international relationships.

The above Foundation has been set up in accordance with the principles and legal model of the Partnership Foundation, within the widest sphere of Foundations regulated by the Italian Civil Code and all relative laws.

The Foundation is a nonprofit organization and may not distribute earnings.

Article 2 / Objectives

The Foundation initiates, promotes, circulates and shares various types of artistic and cultural activities for educational purposes.

The Foundation aims in particular to preserve, promote and spread the cultural, artistic and aesthetic values that Gianfranco Ferré elaborated, expressed and embodied during the course of his lifetime.

Article 3 / Institutional, instrumental, additional and related activities

The Foundation intends, in particular, to institutionalize, safeguard, manage and valorize the life work and historical/cultural impact of the Architect Gianfranco Ferré through the creation of a permanent home for all of the fashion designs and documentary materials comprising his most representative collections, as well as his own thoughts, reflections, analyses and ideas in reference mainly to his professional activity and the design process per se. The aim is to organize, catalog, protect, preserve and promote all of the above so that it may be put to the best possible use, also on the part of the general public.

In order to fulfill its objectives, the Foundation, inter alia, may:

a) draw up any necessary deed or enter into any opportune contract, including those for financing deliberated operations, and also including, but without excluding other deeds and/or contracts, taking out short or long term loans, purchasing property, either through ownership or right of superficies (leasehold), making agreements of any kind, including those to be filed as public records, with public or private bodies, deemed necessary and useful for fulfilling the objectives of the Foundation;

b) administer and manage the assets of which it is owner, renter, lender or otherwise possessor;

c) be a member of private or public associations, foundations, bodies and institutions whose activities involve, directly or indirectly, the pursuit of objectives similar to those of the above Foundation. The Foundation may, where it deems viable and useful, also take part in establishing such organizations;

d) establish or be part of investment companies whose activities are instrumentally and exclusively directed to pursuing the objectives of this charter;

e) promote and organize seminars, educational programs, events, conferences and conventions (complete with the publication of related proceedings and pertinent documents), as well as all other types of intiatives suitable for favoring and encouraging fruitful and meaningful contacts between the Foundation and other national or international associations and institutions, in terms of distinct operators/personnel and relative inner circles, and the general public;

f) manage directly or indirectly the physical spaces instrumental to fulfilling the objectives as stipulated in art. 2;

g) sign agreements that permit part of the activity to be entrusted to third parties;

h) establish awards and scholarships;

i) carry out marketing activities relevant and instrumental to pursuing the Foundation’s objectives, within the limits of existing laws, including publishing and audiovisual sectors in general;

j) carry out any other activity suitable and/or useful for pursuing and fulfilling the objectives of the Foundation.

Article 4 / Legal supervision

The proper Authorities perform legal supervisory duties relative to the activities of the Foundation, according to the relevant sections of the Italian Civil Code and other applicable statuary provisions.

Article 5 / Assets

The assets of the Foundation consist of:

– endowments constituted by donations of funds, goods and/or property, or other resources useful for pursuing the objectives of the Foundation, made by the Founder or by the Partners;

– goods and property (real estate) coming into the possession, now or in the future, of the Foundation, in any capacity, including those acquired according to the provisions of the present charter;

– donations made by corporations and by private citizens with the express aim of incrementing the Foundation’s assets;

– investment income that, with a motion by the Board of Directors, may be used to increment the Foundation’s assets;

– public funding of the Foundation on the part of the European Union, the Italian State, territorial governing bodies or other public institutions.

Article 6 / Management Fund

The Foundation’s Management Fund consists of:

– gains and proceeds deriving from the assets and the activities of the above Foundation;

– possible donations or testamentary dispositions not expressly designated as endowments;

– possible public funding on the part of the Italian State, territorial governing bodies or other public institutions;

– any type of financial asset coming from the Founder and Partners of the Foundation;

– proceeds from the Foundations’s various institutional, instrumental, additional and related activities.

The Foundation’s proceeds and resources shall be used for running and maintaining the Foundation and for fulfilling its objectives.

Article 7 / Financial year

The financial year starts on January 1 and ends on December 31 of each year. By December 31 the Board of Directors approves the budget for the following financial year and by April 30 of the new year the final balance of the past financial year.

Should it become necessary due to particular and/or extraordinary circumstances, the Board of Directors may approve the final balance by June 30.

Unless required by law, during the lifetime of the Foundation it is forbidden to distribute profits, surplus income, funds and assets belonging to and/or deriving from the Foundation and relative activities.

Article 8 / Foundation members

There are two types of Foundation members:

– Founder;

– Partners.

Article 9 / Founder

The founder is Mr. Alberto Ferré.

He may designate, also through testamentary instruments, an individual or an institution destined to succeed him in the exercise of his prerogatives and rights pursuant to the present charter. This holds true in perpetuity.

Should a Founder no longer able to perform his statuary functions have failed to make the provision according to the above paragraph, the designation of another subject to succeed him in the exercise of his prerogatives and rights pursuant to the present charter shall be in the hands of the Board of Directors.

Article 10 / Partners

Those who may become Partners are: natural or legal persons, private or public bodies, as well as institutions that share the Foundation’s objectives and thereby contribute to the life of the same and to the fulfillment of its goals through annual or pluriennial donations in the form and the minimal measure established annually by the Board of Directors, i.e. with an activity, even of a professional nature, of particular importance, or with the allocation of material or immaterial goods.

The Board of Directors may set rules for subdividing the partners into categories according to the type of activity and/or level of participation in the Foundation.

Partners may destine their contributions to specific projects undertaken within the sphere of the Foundation’s programs and activities.

The partner maintains his/her role as such for the entire period of time for which s/he has made the relative donation and/or provided some specific form of service.

Article 11 / Foreign partners

Natural or legal persons, private or public bodies, as well as public or private associations or institutions with place of residence and/or headquarters abroad may become partners.

Article 12 / Exclusion and forfeit

The Board of Directors may decide, with a motion requiring a majority vote, the exclusion of partners for serious and reiterated non-fulfillment of obligations and duties deriving from the present charter. They include but are not limited to:

– non-fulfillent of the obligation to make the donations and contributions as provided for by the present charter;

– conduct incompatible with the principles and the objectives of the Foundation according to article 2 of the present charter and/or with the requirements intrinsic to cooperating with other members of the Foundation;

– behavior contrary to the duties inherent to providing non financial-asset oriented services.

In the case of legal persons and/or institutions, exclusion may take place also for the following motives:

– merger and acquisition operations;

– transfer or variation, for whatever reason, of the controling interest (in the relative company etc.);

– recourse to risk-capital markets;

– extinction, for whatever reason;

– the start of bankruptcy proceedings;

– bankruptcy and/or the start of examination procedures re insolvency even out of court (extrajudicial).

Partners may, at any time, withdraw from the Foundation, provided that they have fulfilled their duties as stipulated and agreed upon.

Under no circumstances may the Founder be excluded from the Foundation.

Article 13 / Foundation organs and offices

The organs of the Foundation are:

– the Board of Directors;

– the Chairman and the Deputy Chairman of the Foundation;

– the General Manager;

– the Advisory Board, if established;

– the Board of Auditors.

Article 14 / Board of Directors

Composition and competencies

The Board of Directors is composed of a variable number of members, from a minimum of three to a maximum of five, with one acting as Chairman. All members are appointed by the Founders.

The Board so formed may co-opt at most another two members, selecting them possibly from among the partners.

In such case, the Board of Directors shall be composed of a maximum of seven members.

The Chairman may invite other individuals to participate in the board meetings, even on a permanent basis, serving in a consultancy role without the right to vote. He may do so choosing from among subjects that he deems of effective use and prestige for the life of the Foundation.

The members of the Board of Directors remain in office up until the approval of the final balance relative to the third financial year subsequent to their appointment. They may be reconfirmed, save revocation on the part of the person who appointed them prior to the end of their term.

A member of the Board of Directors who, without a valid reason, fails to participate in three consecutive meetings, may be declared disqualified by the Board. In this case, as in any other case of vacancy re the office of a Director, the disqualified director shall be replaced under the conditions providing for the appointment according to the above paragraph. The new board member(s) shall remain in office until the end of the term of the Board of Directors. Should the number of Directors become fewer than three, the Board is understood to be terminated and must be reconstituted under the terms and conditions of the present charter.

The Board of Directors approves the objectives and programs of the Foundation proposed by the Chairman. It also verifies the overall results of the management of the same.

In particular, the Board of Directors provides for:

– annually setting the guidelines for the Foundation’s activities, within the sphere of the objectives and activities as stated in articles 2 and 3 of the present charter;

– approving the budget and the final balance;

– approving the Foundation’s bylaws, if necessary;

– deliberating about the acceptance (or not) of inheritances, bequests and donations;

– establishing the criteria relative to accepting a new Partner and making the specific appointment when the case;

– identifying the guidelines of the Foundation’s organization setup, in relation to the development of the Foundation’s activities;

– identifying the Foundation’s spheres of interest and operation, i.e. sectors in which it will undertake projects and activities, and subsequently, when the case, proceeding with the appointment of the people to be in charge of the same, determining functions, nature and duration of the relationship;

– appointing the Deputy Chairman of the Foundation, choosing him or her from among the Foundation’s own Board members;

– appointing a General Manager, choosing someone with specific skills, abilities, professional competencies (even someone from outside the Foundation), determining his/her duties and tasks, the nature and duration of the job;

– appointing the members of the Board of Auditors;

– establishing, if opportune, an Advisory Board, determining the number of members, its duties and tasks, the duration of the office and the terms and conditions of its functioning;

– deliberating about possible changes in the charter;

– deliberating about the proposal for the Foundation’s dissolution and about the transfer of its assets;

– performing all of the other tasks entrusted to it by the present charter.

For purposes of greater efficacy, the Board of Directors may delegate some of its functions and powers either to the Chairman or to single members of the Board.

The Board of Directors may institute, by means of a motion, an Executive Committee, formed by the Chairman and two members of the Board. Upon appointing the Executive Committee, the Board of Directors determines, within the limits of Italian Law and of the present charter, its tasks, powers and budget limitations.

Article 15 / Board meetings

Convocation and quorum

The Chairman of the Board of Directors calls a board meeting upon his own initiative or upon request by the majority of its members. In the latter case, and in the case of inertia on the part of the Chairman, the President of the Board of Auditors shall call the board meeting.

Calling the board meeting requires no particular formalities other than the sending of the convocation notice, with proof of receipt on the part of the addressees, at least three days prior to the date set for the meeting. In case of necessity or urgency, the notice may be sent one day prior to the set date.

The convocation notice must specify the agenda of the meeting as well as the place and the time. It may also indicate the date and the time of the second convocation and may establish that the latter may be set for the same day as the first convocation at a time less than an hour away from it.

The Board of Directors meetings shall be deemed validly convened, even if no official convocation takes place, when all members of the Board of Directors currently in office are in attendance and all members of the Board of Auditors have been informed of the meeting.

The Board of Directors meeting shall be deemed valid, at first calling, when two thirds of its members are in attendance; at second calling, no matter how many of its members are present.

The deliberations are considered valid when they are approved by the majority of those present; in the case of a tie the chairman holds the deciding vote.

The Chairman chairs the meetings. If he is unable to, the Deputy Chairman serves in his place.

An official written record of the proceedings of the meeting is made, signed by the person who chairs the meeting as well as by the secretary of the same.

The board meetings may be held by means of telecommunication on the conditions that members can be identified and that they are allowed to both follow and participate actively, in real time, in the discussions relative to the matters under consideration. If these requisites are met the Board of Directors meeting shall be deemed validly held in the place where the chairman and also the secretary of the meeting are located.

Article 16 / Foundation Chairman

The Chairman of the Foundation, who is also the Chairman of the Board of Directors, is appointed by the Founder.

The Chairman represents the Foundation before third parties and the courts, acts and reacts to any administrative or judicial authority, appointing lawyers.

In particular, the Chairman handles relations with institutions and associations, public and private enterprises and other bodies, so as to establish effective relationships of cooperation and support for the Foundation’s individual initiatives.

In the case of the Chairman’s absence or inability to perform the above functions, the Deputy Chairman serves in his place.

Article 17 / General Manager

The General Manager is appointed by the Board of Directors and is chosen from among people with specific skills, abilities and professional competencies for the job. S/he may be someone from outside the Foundation.

On the basis of the powers granted him or her at the time of his/her appointment, the General Manager has the authority to make autonomous decisions about the Foundation’s activities and programs relative to lines of development and spending of allocated funds.

The General Manager is the head of the Foundation’s operations and works jointly with the Chairman and the Board of Directors to ensure smooth management of the same.

In particular, s/he:

– provides for the organizational and administrative management of the Foundation, as well as for the organization and promotion of the individual initiatives approved, arranging the tools and means necessary for putting the same into concrete effect;

– carries out, within his/her specific sphere of responsibilities, the motions of the Foundation’s organs as well as the determinations of the chairman.

The General Manager participates, without any right to vote, in the Foundation’s meetings and collective bodies, as well as in possible commissions or committees.

Article 18 / Advisory Board

The Advisory Board, if established, is an advisory body of the Foundation. It is formed by a variable number of members, chosen and appointed by the Board of Directors from among particularly qualified natural or legal persons, institutions and bodies, Italian or foreign. All those selected must enjoy recognized prestige and exemplary professionalism in the Foundation’s spheres of interest.

Jointly with the Board of Directors, the Advisory Board formulates opinions and proposals in reference to the Foundation’s annual program of initiatives, as well as to every other matter for which the Board of Directors requests an express assessment in view of defining the Foundation’s cultural/artistic strategies.

Each member of the Advisory Board remains in office for the length of time established at the moment of his/her/its appointment, save revocation or resignation.

The Advisory Board is presided over by the Foundation Chairman and meets upon convocation by the same.

In the case of the Chairman’s absence or inability to perform the above functions, the Deputy Chairman serves in his place.

The Board of Directors may form a Scientific Committee within the Advisory Board, to consist of members of the latter. Upon instituting the committee, the Board of Directors shall determine its tasks and functions.

Article 19 / Board of Auditors

The Board of Auditors is appointed by the Board of Directors. It consists of three auditors, one acting as president, selected from the register of certified auditors.

The Board of Auditors is the technical organ of the Foundation that monitors the correct administration and accounting of the same. It ensures the accurate keeping of books and records, examines the budget proposal and the final balance, writes specific reports and verifies the assets. The Board of Auditors may participate, without any right to vote, in the meetings of the Board of Directors. The auditors remain in office up until the approval of the final balance relative to the third financial year subsequent to their appointment. They may be reconfirmed.

Article 20 / Dissolutions

In the case of a proposal to dissolve the Foundation for whatever reason, the assets of the same shall be donated, with a motion by the Board of Directors, to other bodies that pursue analogous goals, i.e. serving purposes of public benefit (utility). The Board of Directors shall also propose the person to serve in the role of liquidator.

The goods entrusted to the Foundation in commodate use, under lease or whatever similar, shall return to their legitimate owners upon the Foundation’s dissolution.

The lease, commodate use or whatever similar of goods shall be regulated by a specific contract between the grantor/leaser and the Foundation in which the terms and conditions of the use of the same goods must be stipulated.

Article 21 / Deferment provision

For matters not expressly dealt with in the present charter, the relevant sections of the Italian Civil Code and other applicable statuary provisions shall apply.

Article 22 / Transitory norms

The Foundation’s organs and offices may operate immediately and validly in the number (or inferior to) established by the present charter and in the form determined at the moment of its official signing and shall be integrated at a later date.