File No Folder No Articles of Association of a Foundation REPUBLIC OF ITALY

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1 File No Folder No Articles of Association of a Foundation REPUBLIC OF ITALY On this Wednesday, the twenty-first day of July two thousand four (July 21, 2004), in Collecchio (Parma) at 22/26 Via O. Grassi, before me, ANGELO BUSANI, Notary in Parma, member of the Parma Board of Notaries, assisted by witnesses Antonella Rigolli, born in London, United Kingdom, on January 18, 1962, domiciled in Fidenza (Parma) at 116 Via S. Faustino, and Loredana Anzola, born in Parma on March 2, 1978, domiciled at 4 Via A. Moro, Colorno (Parma), there appeared ENRICO BONDI, born in Arezzo on October 5, 1934, domiciled in Collecchio (Parma) at 22/26 Via O. Grassi, professional executive, who, having been authorized to execute this instrument by a Decree of the Minister of Production Activities dated July 9, 2004, is a party to this instrument (on behalf of the creditors of the companies of the Parmalat Group that are listed below, which are parties to composition with creditors proceedings pursuant to Legislative Decree No. 347 of December 23, 2003, converted into Law No. 39/2004, as subsequently amended the Law ) in his capacity as Extraordinary Commissioner of the abovementioned companies, which are: 1) PARMALAT S.p.A. in Amministrazione Straordinaria, registered office at 26 Via O. Grassi, Collecchio (Parma), share capital 500,000,000 euros, tax I.D. and Parma Company Register No (R.E.A. No ); 1

2 2) PARMALAT FINANZIARIA S.p.A. in Amministrazione Straordinaria, registered office at 26 Via O. Grassi, Collecchio (Parma), share capital 1,129,669,721 euros, tax I.D. and Parma Company Register No (R.E.A. No ); 3) EUROLAT S.p.A. in Amministrazione Straordinaria, registered office at 262 Via Fondi di Monastero, Rome, share capital 155,000,000 euros, tax I.D. and Rome Company Register No (R.E.A. No ); 4) LACTIS S.p.A. in Amministrazione Straordinaria, registered office at 21/a Via Tonale, Albano Sant Alessandro (Bergamo), share capital 5,692,500 euros, tax I.D. and Bergamo Company Register No (R.E.A. No ); 5) GESLAT S.r.l. in Amministrazione Straordinaria, registered office at 26 Via O. Grassi, Collecchio (Parma), share capital 23,543,776 euros, tax I.D. and Parma Company Register No (R.E.A. No ); 6) PARMENGINEERING S.r.l. in Amministrazione Straordinaria, registered office at 1 Via Milano, Collecchio (Parma), share capital 100,000 euros, tax I.D. and Parma Company Register No (R.E.A. No ); 7) CONTAL S.r.l. in Amministrazione Straordinaria, registered office at 26 Via O. Grassi, Collecchio (Parma), share capital 50,000 euros, tax I.D. and Parma Company Register No (R.E.A. No ); 8) DAIRIES HOLDING INTERNATIONAL BV in Amministrazione Straordinaria, registered office at 336 Veena, Rotterdam (Netherlands); 9) PARMALAT CAPITAL NETHERLANDS BV in Amministrazione Straordinaria, registered office at 336 Veena, Rotterdam (Netherlands); 2

3 10) PARMALAT FINANCE CORPORATION BV in Amministrazione Straordinaria, registered office at 336 Veena, Rotterdam (Netherlands); 11) PARMALAT NETHERLANDS BV in Amministrazione Straordinaria, registered office at 336 Veena, Rotterdam (Netherlands); 12) OLEX SA in Amministrazione Straordinaria, registered office at 54 Boulevard Napoleon Ier, Luxembourg; 13) PARMALAT SOPARFI SA in Amministrazione Straordinaria, registered office at 6 Park d Activités Syrdall, Munsbach (Luxembourg); 14) NEWCO S.r.l. in Amministrazione Straordinaria, registered office at 21 F.lli Canvelli, Noceto (Parma), share capital 153,000 euros, tax I.D. and Parma Company Register No (R.E.A. No ); 15) PANNA ELENA C.P.C. S.r.l., also identified as PANNA ELENA S.r.l. or C.P.C. S.r.l., in Amministrazione Straordinaria, registered office at 20 Via Sprina, Savigliano (Cuneo), share capital 5,000,000 euros, tax I.D. and Cuneo Company Register No (R.E.A. No ); 16) CENTRO LATTE CENTALLO S.r.l. in Amministrazione Straordinaria, registered office at 20 Via Sprina, Savigliano (Cuneo), share capital 420,000 euros, tax I.D. and Cuneo Company Register No (R.E.A. No ). The appearing party, of whose identity I, the Notary, am personally certain, by this instrument states the following: Article 1) At the initiative of the abovementioned Extraordinary Commissioner, the following companies: 3

4 1 - PARMALAT S.p.A. (in Amministrazione Straordinaria) 2 - PARMALAT FINANZIARIA S.p.A. (in Amministrazione Straordinaria) 3 - EUROLAT S.p.A. (in Amministrazione Straordinaria) 4 - LACTIS S.p.A. (in Amministrazione Straordinaria) 5 - GESLAT S.r.l. (in Amministrazione Straordinaria) 6 - PARMENGINEERING S.r.l. (in Amministrazione Straordinaria) 7 - CONTAL S.r.l. (in Amministrazione Straordinaria) 8 - DAIRIES HOLDING INTERNATIONAL BV (in Amministrazione Straordinaria) 9 - PARMALAT CAPITAL NETHERLANDS BV (in Amministrazione Straordinaria) 10 - PARMALAT FINANCE CORPORATION BV (in Amministrazione Straordinaria) 11 - PARMALAT NETHERLANDS BV (in Amministrazione Straordinaria) 12 - OLEX SA (in Amministrazione Straordinaria) 13 - PARMALAT SOPARFI SA (in Amministrazione Straordinaria) 14 - NEWCO S.r.l. (in Amministrazione Straordinaria) 15 - PANNA ELENA C.P.C. S.r.l. (in Amministrazione Straordinaria) 16 - CENTRO LATTE CENTALLO S.r.l. (in Amministrazione Straordinaria), acting in accordance with the provisions of Book I of the Italian Civil Code (Article 14 and following), establish the FONDAZIONE CREDITORI PARMALAT, which shall be governed by the provisions listed below and by those of its Bylaws, a copy of which, signed by the appearing party, the witnesses and me, the Notary, was appended to this instrument as Annex A but was not read out loud, as the appearing party, acting before the witnesses, expressly waived this requirement. 4

5 Article 2) The Foundation is a nonprofit entity. The sole purpose of the Foundation is to facilitate the implementation of the Composition with Creditors in the exclusive interest of the creditors of Parmalat Group companies under Extraordinary Administration, once the Proposal of Composition with Creditors has been approved by the unsecured creditors of the companies included in the Composition with Creditors (the Unsecured Creditors ). More specifically, the Foundation shall establish a corporation under Italian law (the Assumptor ) that will have the minimum capital allowed by law. The Assumptor shall adopt a resolution agreeing to assume the rights and obligations of the Composition with Creditors, acting as third-party Assumptor of the Composition with Creditors pursuant to Article 4 bis of the Law. The Foundation shall carry out all of the transactions required by and useful for the implementation of the Composition with Creditors. Specifically, after waiving its preemptive rights, the Foundation shall approve resolutions enabling the Assumptor to carry out capital increases reserved for the Unsecured Creditors, including conditional and contested Unsecured Creditors, which the Unsecured Creditors shall subscribe by netting out the amount thereof against their claims toward the Assumptor, net of the claim reduction applied under the Composition with Creditors, and by authorizing the issuance of warrants and a further capital increase reserved for the exercise of the warrants. Using the same netting out mechanism, the Foundation, acting on behalf of the Creditors, may also acquire through subscription the shares issued in connection with Assumptor 5

6 capital increases reserved for the Creditors and allocate them to the Creditors, and may carry out all other activities that may be necessary to implement the Compositions with Creditors. Once the Foundation is granted legal status, the Chairman of the Foundation, appointed in the manner described below, is automatically authorized to acquire the abovementioned company (the Assumptor ) and for this purpose shall enjoy the most ample powers related to and arising from this acquisition and shall be empowered to carry out any action that is instrumental to, related to, dependent on and complementary to the abovementioned purpose, so that said purpose may be pursued in the best and most comprehensive manner possible. The Chairman is also empowered to prepare, sign and file with the Court of Parma an application of composition with creditors; maintain contacts with the relevant authorities; and carry out all activities that may be useful or beneficial for the success of the abovementioned application. Article 3) The Foundation s initial equity will be funded with the following cash contributions: 1) from PARMALAT S.p.A. 80,940 (eighty thousand nine hundred forty) euros; 2) from PARMALAT FINANZIARIA S.p.A. 15,360 (fifteen thousand three hundred sixty) euros; 3) from EUROLAT S.p.A. 30,400 (thirty thousand four hundred) euros; 4) from LACTIS S.p.A. 3,900 (three thousand nine hundred) euros; 5) from GESLAT S.r.l. 2,660 (two thousand six hundred sixty) euros; 6) from PARMENGINEERING S.r.l. 520 (five hundred twenty) euros; 7) from CONTAL S.r.l. 2,400 (two thousand four hundred) euros; 6

7 8) from DAIRIES HOLDING INTERNATIONAL BV 17,720 (seventeen thousand seven hundred twenty) euros; 9) from PARMALAT CAPITAL NETHERLANDS BV 60 (sixty) euros; 10) from PARMALAT FINANCE CORPORATION BV 18,600 (eighteen thousand six hundred) euros; 11) from PARMALAT NETHERLANDS BV 1,060 (one thousand sixty) euros; 12) from OLEX SA 6,540 (six thousand five hundred forty) euros; 13) from PARMALAT SOPARFI SA 16,420 (sixteen thousand four hundred twenty) euros; 14) from NEWCO S.r.l. 360 (three hundred sixty) euros; 15) from PANNA ELENA C.P.C. S.r.l. 2,460 (two thousand four hundred sixty) euros; 16) from CENTRO LATTE CENTALLO S.r.l. 600 (six hundred) euros; For a total amount of 200,000 (two hundred thousand) euros. This amount is being paid today into the treasury of the Foundation, which will deposit it with a bank as soon as it opens a checking account. Article 4) The Foundation will have its registered office at Via Grassi, Collecchio (Parma) and may operate branches and representative offices in Italy and abroad, which may also be used to carry out activities that are incidental and instrumental to the Foundation s business. Article 5) 7

8 The Foundation will cease operations 10 (ten) years from the date of its establishment or upon achieving its purpose. At that point, the activities needed to liquidate the Foundation shall be undertaken promptly. Article 6) The Foundation shall be governed by: a) a Board of Directors; b) a Chairman; c) a Board of Statutory Auditors. The officers of the Foundation will serve in these posts free of charge. The management of the Foundation, the term of office of its officers and the power to represent the Foundation are governed by Article 14 (fourteen) and following of the abovementioned annexed Bylaws. The Foundation will be managed by a Board of Directors comprising 3 (three) permanent members and 6 (six) Alternates. The following Directors have been appointed: - Permanent Members: 1) Enrico Bondi, whose personal data have been provided above; 2) Alberto Maffei Alberti, born in Imola on June 4, 1935, domiciled at 39 Via Tagliera, Bologna. 3) Piergaetano Marchetti, born in Milan on November 30, 1939, domiciled at 18 Via Agnello, Milan. - Alternate Members: 1) Ferdinando Superti Furga, born in Milan on January 20, 1932, domiciled at 27 Via S. Sofia, Milan; 8

9 2) Francesco Ghiglione, born in Genoa on June 13, 1947, domiciled at 13 Via S. Paolo, Milan; 3) Maria Teresa Battaini, born in Milan on February 1, 1947, domiciled at 1/a Piazza della Repubblica, Milan; 4) Guido Angiolini, born in Ravenna on August 23, 1932, domiciled at 26 Via Grassi, Collecchio (Parma); 5) Bruno Cova, born in Milan on August 10, 1960, domiciled at 26 Via Grassi, Collecchio (Parma); 6) Luigi Nardi, born in Naples on July 7, 1931, domiciled at 1/a Via Oberdan, Brescia. Enrico Bondi was named Chairman. Article 7) The activities of the Board of Statutory Auditors are governed by Article 18 (eighteen) of the abovementioned annexed Bylaws. The appearing party states that a Board of Statutory Auditors will be appointed as soon as possible by the Foundation s Board of Directors, which comprises the members listed above. Article 8) The Foundation s fiscal year will be the same as the calendar year, i.e., it will run from January 1 (one) until December 31 (thirty-one). The first fiscal year will end on December 31 (thirty-one), 2004 (two thousand four). Each year the Foundation will prepare year-end financial statements and projected financial statements in accordance with the provisions of Article 23 (twenty-three) of the abovementioned annexed Bylaws. 9

10 Article 9) The appearing party states that the cash contributions referred to above are subject to the condition precedent that the Foundation hereby established be officially recognized and reserves the right to carry out all of the administrative procedures that may be necessary to secure such recognition and enable the Foundation to achieve legal status. To that effect, he reserves the right to make to these Articles of Incorporation and the Annexed Bylaws all of the deletions, changes and additions that the relevant authorities may require for that purpose. The taxes and costs entailed by this instrument, and all connected and related costs, shall be borne by the Foundation, which expressly claims the tax benefits available under Article 3 of Legislative Decree No. 346 of October 31, The appearing party states that the Tax I.D. Nos. listed earlier in this document are those provided by the Italian tax administration. The appearing party authorizes the drafting notary to use the personal data contained in this instrument for the purpose of enforcing it, to comply with statutory requirements and for the organizational needs of his office. Upon being requested to do so, I, the notary, received this instrument, which was written on a computer, part by a trusted associate and part by me. In the presence of the witnesses, I have read this instrument to the appearing party, who, upon being asked by me and speaking before the witnesses, approved it and signed it, together with the witnesses and me, the Notary. This instrument 10

11 was written on four folded sheets, covering thirteen pages and the fourteenth page up to this point. Signed: Enrico Bondi Signed: Antonella Rigolli Signed: Lorena Anzola Signed: Angelo Busani 11

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