MILAN, Sept 12 (Reuters) -

Giorgio Armani, who died last week aged 91, surprised the

fashion world by instructing his heirs to gradually sell the

empire he had set up in his 50-year long career.

Like everything he did - from the broad company strategies

to the models' hair before a catwalk - the "king of fashion" did

not leave anything to chance.

Below are the details from his will.

FOUNDATION, PARTNER TO CONTROL THE COMPANY

The designer decided that the Giorgio Armani Foundation, he

established in 2016, will initially hold a 10% direct stake in

the company, giving it 30% of voting rights, and the right to

other shareholders' stakes in case of their death.

The remaining shares will be split among Armani's

partner Pantaleo (Leo) Dell'Orco, who will get the largest share

of capital and voting rights, the late designer's sister

Rosanna, his two nieces Silvana and Roberta and his nephew

Andrea Camerana.

While Armani's sister and one of his nieces, Roberta, will

not hold any voting rights, Dell'Orco will have 40% and together

with the foundation, will control the fashion label.

Armani group's new ownership structure

Share category/Heir Capital Voting

(%) rights (%)

A/Pantaleo dell'Orco 30 40

B/ Silvana Armani 15 15

C/ Roberta Armani 15 0

D/ Andrea Camerana 15 15

E/ Rosanna Armani 15 0

F/ Fondazione 10 30

Giorgio Armani

Proceeds from the company will be divided among his partner

and family according to their shareholding, with the

foundation's 10% equally paid to the five members.

SALE INSTRUCTION

The will instructed the foundation to sell 15% of the

fashion house within 18 months, giving priority to French luxury

conglomerate LVMH, beauty giant L'Oreal and

Franco-Italian eyewear group EssilorLuxottica.

Otherwise, the stake should be sold to a company "identified

and with the agreement of Leo", operating in the fashion and

luxury world and with the same standing as those listed above,

putting groups that have commercial partnerships with Armani

first.

The buyer will have 15% of voting rights and will be able to

appoint a board member.

After the sale, Dell'Orco will keep his 40% voting rights,

despite a smaller holding, while the foundation's share of

voting rights will drop, but it will have a veto power on major

decisions, such as changes of statute, capital increases and all

M&A activity.

The will did not spell out what would happen if the sale was

not completed as instructed.

Armani group ownership after 15% stake sale

Share category/Heir Capital Voting

(%) rights (%)

A/Pantaleo dell'Orco 20 40

B/ Silvana Armani 10 15

C/ Roberta Armani 10 0

D/ Andrea Camerana 10 10

E/ Rosanna Armani 10 0

F/ Fondazione 25 25

Giorgio Armani

New shareholder 15 15

SECOND SALE OR LISTING

In three to five years, Armani's heirs should dispose of

another 30-55% to the same buyer, or otherwise list the company,

preferably on the Milan bourse.

According to the will, regardless of the decision, the

Giorgio Armani Foundation will always have to hold a stake of at

least 30.1% in the famed fashion house.