Code of ethics

OTB Group Code of Ethics

Company: OTB Group

Approval date: 18/03/2024

Release: 4.0

Content

Letter from the Chairman

1. Introduction

2. Recipients and structure of the Code of Ethics

3. General principles

3.1. Integrity and consistency

3.2. Legality and honesty

3.3. Protection and respect for the individual

3.4. Respect for human rights

3.5. Protection of the environment

4. Standards of conduct

4.1. Stakeholders of the OTB Group

4.2. Co-workers

4.3. Partners and shareholders

4.4. Customers

4.5. Suppliers of goods and services

4.6. Public Administration

4.7. Local communities and mass media

4.8. Ethics in business

5. Standards of implementation and monitoring of the Code of Ethics

5.1. Entry into force and amendments

Letter from the Chairman

I grew up with the values that my parents taught me and I have based my life and my behaviour towards others,

my colleagues and my company on these values.

Today it is of vital importance to codify the ethical approach that distinguishes us, because each of us (and each of our companies) has a social role and all have a responsibility of representing examples of behaviour for our colleagues, our suppliers, our customers, and society - locally, nationally and internationally.

It is with great pleasure that I present our Code of Ethics, which should be read, understood, assimilated and followed by everyone who works for OTB S.p.A. and for each of the Group companies; it will become an integral part of our DNA, for a better quality of life for all.

All the best.

Renzo Rosso

Chairman

OTB S.p.A.

1. Introduction

OTB is the group that owns some of the most iconic fashion brands in the world, such as Diesel, Maison Margiela, Marni, Viktor & Rolf, Jil Sander and leading-edge companies such as Staff International and Brave Kid, which specialize in the production and worldwide distribution of ready-to-wear and children's clothing brands.

Our trademarks are known internationally as unconventional consumer brands. The mission of the OTB Group is to "develop or build brands dedicated to a new type of consumer, encouraging growth, challenging the rules and encouraging creativity". With passion, creativity and a pragmatic approach, OTB reveals the true essence and character of its brands: innovative and iconic, unique and daring. Projecting this ambition into the future, our brands not only change the way consumers see themselves, but also how they see the world around them.

The Group today embodies the soul and vision of its founder and chairman, Renzo Rosso. OTB's aim is to extend the boundaries of fashion and lifestyle, offering a portfolio of brands to a new type of consumer, those who challenge traditional perceptions and prefer to approach fashion in their own way. The name OTB, acronym for "Only The Brave", also reflects the vision and values of the Group.

The Group's brands have a network of more than 600 directly and indirectly managed mono-brand stores around the world. The production cycle for the creation of collections is quite complex and involves a wide variety of activities: from the designers' creation of sketches which are translated by the pattern makers, to the organization of our facilities around the world, which have to guarantee safety and compliance with international product standards; from the management of the network of suppliers, garment makers and qualified professionals to constant control over the entire production cycle to ensure that we produce collections of value that satisfy customers, up to and including the definition of distribution strategies and the management of national and international sales channels.

The OTB Group, which consists of the parent company OTB S.p.A. and the companies under its direct or indirect control (hereinafter the "Group"), is an international reality that operates in multiple contexts, playing a significant role in the economic, social and environmental aspects of the communities and countries in which does business.

This Code of Ethics (hereinafter the "Code") is an official OTB Group document which explains the set of values, principles and rules of conduct that the Group complies with in the conduct of its affairs, in the exercise of its activities and in managing relationships with stakeholders, and that guide the behaviour of its employees and all those that the Group comes into contact with in the course of its business (hereinafter the "Recipients").

All those who work in and for the Group have to observe and ensure compliance with the principles of this Code of Ethics as part of their duties and responsibilities. In no way does the conviction that one is acting for the benefit or on behalf of the Group justify the adoption of behaviour in conflict with these principles.

2. Recipients and structure of the Code of Ethics

The principles and rules laid down in this Code of Ethics are addressed to the members of the Board of Directors, the members of the various other corporate bodies, the managers and employees of all Group companies and all of those who, in various ways, directly or indirectly, permanently or temporarily, act in the name or on behalf of the Group (e.g. consultants, agents, temporary workers, etc.). 

The OTB Group prefers to deal with people who are prepared to comply with shared ethical principles, in line with those expressed in this Code of Ethics. 

This Code of Ethics applies to all countries in which the OTB Group operates and to all aspects of the Group's operations.

The Code of Ethics consists of:

▪ General principles: these spell out the fundamental values and principles of the OTB Group's corporate culture;

▪ Standard of Conduct: these highlight the standards of conduct to be followed to comply with the Group's values and principles and emphasise the elements of ethics to be applied in the conduct of business;

▪ Standards of implementation and monitoring of the Code of Ethics: these describe the control system for compliance with the code and its continuous improvement.

3. General principles

The OTB Group is guided by the following values:

▪ the courage to look at things from different perspectives;

▪ respect for the individual above all;

▪ excellence with a view to continuous improvement;

▪ an ongoing spirit of evolution.

For the purposes of this Code of Ethics, the following are the general principles of conduct on which each Recipient has to base their conduct in performing their duties. 

3.1. Integrity and consistency

The OTB Group is committed to acting in an honest, fair and transparent manner, in accordance with the commitments that it has taken, avoiding any type of behaviour that takes unfair advantage of third parties' position of disadvantage and acting in good faith in all activities and decisions.

The board of directors, management and all heads of corporate structures have to set an example and act as a role model for all employees, demonstrating exemplary conduct in the performance of their duties, constantly promoting a strong sense of integrity, spirit of cooperation, trust, mutual respect, cohesion and team spirit in order to protect and systematically improve the corporate climate, image and prestige of the OTB Group.

3.2. Legality and honesty

The OTB Group considers compliance with the laws and regulations applicable in all countries where it operates, fairness and transparency in the conduct of business as an essential principle of its activity. In no event will pursuit of the Group's interests justify any conduct contrary to the principles of fairness, honesty and legality.

3.3. Protection and respect for the individual

The OTB Group recognises the value of the individual and the uniqueness of each human being as a fundamental element of its culture. The OTB Group respects ideas and points of view that are different from its own. The fact that the Group's employs people from different cultures and backgrounds makes it possible to understand markets and customers better, to enrich skills and to achieve objectives in the best way possible. The OTB Group respects the fundamental rights of individuals, protecting their physical and moral integrity and ensuring equal opportunities for all.

The OTB Group rejects all forms of violence and discrimination, particularly those based on factors such as gender, handicap, sexual orientation, gender identity, age, political opinions, religious beliefs, ethnic and geographical origin, social and cultural status.

It rejects and opposes all forms of harassment and behaviour that is offensive to personal dignity in the workplace and promotes a working environment that is safe, peaceful and conducive to interpersonal relationships on the basis of equality, mutual respect and fairness.

The OTB Group recognises health and safety in the workplace as a fundamental right of employees and a key element of the Group's sustainability.

The OTB Group is committed to ensuring that forms of discrimination, forced labor or child labor are rejected.

In particular, the OTB Group is committed to ensuring that the utmost consideration is given to the recognition and safeguarding of dignity, freedom and equality of human beings.

3.4. Respect for human rights

The Group respects the fundamental and human rights of the individual and in all its actions is inspired by the International Labour Standards (ILS) referred to in the fundamental conventions of the International Labour Organization (ILO); by way of example, mention is made of respect for the right to freedom of association and the right to collective bargaining (ILO Conventions nos. 87, 98, 135, 154), freedom in the choice of employment (ILO Conventions nos. 29 and 105 on the question of forced labour), the exclusion of all forms of child labour at production locations (ILO Conventions nos. 138 and 182), the exclusion of all forms of discrimination, violence or abuse in the workplace (ILO Conventions nos. 100, 111, 183), the definition of minimum standards for health and safety at work (ILO Convention no. 155), the definition of the relationship between employer and employees on the basis of contracts approved by the various national legal systems.

3.5. Protection of the environment

The OTB Group's commitment is aimed at planning its activities to ensure the best possible balance between economic initiatives and environmental protection, according to the rights of present and future generations in a perspective of sustainable development of the business. In fact, with a view to continuous improvement, the Group promotes the use of operating practices capable of reducing the environmental impact generated by the performance of its activities.

4. Standards of conduct

4.1. Stakeholders of the OTB Group Stakeholders are internal and external parties, individuals or groups, as well as the organisations and institutions that represent them, whose interests are affected directly or indirectly by the Group's activities.

The OTB Group has identified the following categories of stakeholders:

▪ Co-workers (employees and other types of co-workers),

▪ Partners and shareholders,

▪ Customers,

▪ Suppliers of goods and services,

▪ Public Administration,

▪ Local communities and mass media,

▪ Environment and future generations.

Rules and standards of behaviour have been established for these stakeholders in line with the values and principles that the OTB Group aspires to.

4.2. Co-workers

The Group recognises the vital importance of its Human Resources, in the belief that the key to success in any business is the human, professional and creative contribution of those who work there. Team spirit, transparency and mutual respect are considered the basis of relations with everyone.

The OTB Group expects all employees to adopt a conduct that is proper, transparent and in line with the principles of this code in the performance of their duties, contributing to the affirmation and improvement of the company's reputation and the protection of the Group's value. The OTB Group also expects professionalism, reliability, determination and commitment, sense of responsibility, dynamism and an attitude geared to continuous improvement in the performance of each person's activities.

4.2.1. Personnel selection and development

At the stage of selection, recruitment and career advancement of co-workers, assessments are carried out solely on the basis of expected profiles and considerations of merit that are objective, transparent and verifiable, avoiding all forms of favouritism and discrimination. The Group is committed to providing equal opportunities in employment and career advancement to all its employees according to their skills and performance. This means that identical job opportunities or possibilities for professional growth are offered to all co-workers without any discrimination, right from their initial selection.

Practices involving public or private corruption, illegitimate favours and collusive behaviour are unacceptableand therefore banned. The Group does not tolerate any form of favouritism of a personal and/or family nature.

Group employees are not allowed to exercise any kind of pressure, personally or through third parties, to influence the regular and transparent process of staff selection and promotions laid down by the Group.

The OTB Group undertakes to offer workers the same job opportunities, guaranteeing fair regulatory and remunerative treatment exclusively based on merit and competence criteria, without any discrimination. In particular, the OTB Group is committed to ensuring that selection, hiring, training activities as well as remuneration and human resources management policies are guarantee without any discrimination in order to create a work environment in which personal characteristics or orientations cannot give rise to discrimination.

4.2.2. The employment relationship

All employees are hired under regular employment contracts in accordance with the laws applicable in each country where the Group operates. It does not tolerate any form of irregular work. The Group does not hire foreigners who do not have a permit to stay or a permit that has been revoked or that has expired without applying for a renewal.

When hired, each co-worker is made aware of the terms and conditions established for the position that he holds. The Group provides remuneration and conditions that are fair and reasonable; the salaries and benefits paid to employees of the Group shall at least meet the statutory requirements of each country.

4.2.3. Personnel management

Those who join the Group are paired with more experienced people who can provide them with suitable orientation within the structure, indicate the objectives to be pursued and communicate in a clear and transparent way the contractual terms and conditions that have been established.

In relation to the role that they play in the organisation, everyone is working towards specific functional and managerial objectives, which are assessed once a year by the line manager, who then prepares a merit-based evaluation of the results achieved by the individual and by the Group.

Relations with employees are managed with a view to developing everyone's skills and capacities, according to a policy of merit oriented towards equal opportunities. Every employee has a duty to exchange and disseminate essential information within their work unit or project. Making knowledge available to those who need it leads to better results and greater efficiency and enables colleagues to develop full and faster use of their skills.

Staff training and constant refresher courses are a primary requirement of the Group.

The OTB Group promotes team spirit and collaboration and expects employees, at all levels, to work together to maintain a climate of mutual respect.

4.2.4. Mobbing, bullying and sexual harassment

Mobbing, bullying and sexual harassment will not be tolerated by the Group, in whatever form they appear.

Everyone must show sensitivity and respect towards others and refrain from any behaviour that could be considered offensive.

Sexual harassment means unwanted conduct of a sexual nature expressed physically, verbally or non-verbally, with the purpose or effect of violating the dignity and freedom of those who suffer it, creating an atmosphere that is intimidating, hostile, degrading, humiliating and offensive.

Mobbing or bullying are those acts or types of behaviour that are hostile, aggressive or oppressive, performed intentionally, repeatedly and systemically, as an ongoing form of persecution by persons in a higher or lower position to the victim, or by other colleagues; such acts and behaviours have the purpose or effect of violating the dignity of the individual concerned, damaging their physical or mental integrity, also by isolating them from the work environment.

4.2.5. Protection of health and safety at work

The Group guarantees its commitment to the prevention of occupational accidents and illnesses, pursuing continuous improvement in its safety performance.

It is committed to promoting and strengthening a culture of health and safety at work, developing risk awareness and promoting responsible behaviour. It organises training programmes and carries out preventive measures and periodic checks to preserve the health and safety of its workers.

All employees must take the preventive measures adopted by the Group to protect their health and safety, as communicated through specific guidelines, instructions, training and information. Employees should not expose themselves or other workers to hazards that can cause injury or harm to themselves or others.

4.2.6. Smoking and abuse of alcohol or drugs

All employees should strive to maintain a good working environment in which there is respect for the dignity of others.

Employees are expressly banned from working in a state of drunkenness or under the influence of drugs, hallucinogenic or other substances that are likely to affect proper performance of their work.

In order to create a healthy environment for workers and visitors, the Group has introduced a general ban on smoking in the workplace.

4.2.7. Confidentiality and Privacy

All confidential information, data and knowledge acquired, processed and handled by employees during the course of their work must remain strictly confidential and must not be acquired, used, communicated or disseminated, whether inside or outside the Group, except by authorised persons in accordance with company procedures. Employees are asked to pay the utmost attention and confidentiality to protect information generated or acquired in order to avoid any improper or unauthorised use.

By way of example and without limitation, the following shall be considered confidential information:

company projects (business plans, strategic plans, industrial plans, operational plans, etc.), capital investments and divestments, employee data, information on know-how and processes, databases regarding suppliers, customers and employees, technological innovation, merger and acquisition plans or corporate agreements.

4.2.8. Use of company assets and time

All Group employees must use with care and respect any company assets made available to them as tools in order to carry out their duties to the best of their abilities, especially if such assets are used for personal use as well, even if authorised in advance.

All employees agree to comply with the laws and regulations for the protection of copyright and intellectual property rights in each country where the Group operates. The software and databases protected by copyright and used by the staff in carrying out their duties may not be reproduced or duplicated, neither for business purposes nor for personal use. It is not permitted to install and/or use unauthorised software or databases on the Group's computers. All workers are required to follow the Group guidelines on the use, access and security of company software and other information technology systems, e-mail, Internet and the Group's intranet.

Working time must be used responsibly and in the interests of the Group: during working hours, employees cannot perform other activities that are not closely connected with their office duties.

4.3. Partners and shareholders

The primary objective of the OTB Group is the creation of sustainable value over time, rewarding entrepreneurial risk through a careful policy that also safeguards the Group's financial solidity.

The OTB Group makes available all the information that enable partners and shareholders to make informed and aware investment decisions, ensuring accuracy, clarity and equal access to data.

In relation to these principles, it is not allowed, of example, to:

▪ engage in any conduct intended to cause damage to the integrity of corporate assets;

▪ perform any fictitious or fraudulent act designed to influence the will of shareholders to obtain the irregular

formation of a majority and/or a different decision from the one that would otherwise have been produced;

▪ carry out corporate transactions likely to cause damage to Shareholders and creditors.

Intercompany transactions are governed by contract, based on the principles of integrity, transparency and fairness. The proceeds of intercompany transactions are justified and determined in a fair manner, considering the market value, in order not to burden the counterparty unduly.

4.3.1. Intercompany transactions

The autonomy of each Group company is recognised, though they are required to share the values expressed in the Code of Ethics and to work closely together to achieve the objectives, in accordance with current law and regulations.

Each Company has to avoid engaging in conduct or making decisions in its favour, which could prejudice the integrity or image of one of the other Group companies.

Anyone who holds corporate positions within the Group has the duty, among others, to foster good

communication between Group companies, to encourage and use synergies and to cooperate in the interest of common goals.

4.4. Customers

The Group's primary objective is the complete satisfaction of its customers. The Group aims for creativity and innovation, while maintaining high levels of quality and service. For the Group, it is essential that the relationship with its customers is based on the principles of fairness, honesty, professionalism and transparency.

The Group provides accurate and comprehensive information about the products and services that it offers, so that customers can make informed decisions. It also ensures appropriate forms of dialogue and listening, undertaking always to reply to suggestions and complaints, in order to strengthen the relationship over the long run.

The OTB Group ensures that its products meet market requirements and expectations, also in terms of the safety characteristics of the materials used and the chemicals used in treating fabrics, pursuing quality and continuous improvement as part of its activities, contributing in this way to the success of the firm and the satisfaction of stakeholders.

4.5. Suppliers of goods and services

Suppliers play a vital role in improving the overall competitiveness of the OTB Group. The Group promotes honest, diligent, transparent and cooperative behaviour in its relations with suppliers. At the same time, it encourages suppliers to use the same criteria, with the intention of mutually benefiting from the positive effects that only a stable, long-term relationship based on trust is able to produce.

Group communication about the products and services requested is accurate and complete, so that suppliers are able to prepare estimates that are informed and aware. Complaints and reports of inconsistencies in supplies must be truthful and not used to unduly benefit the Group.

The OTB Group is committed to raising its suppliers’ sensitivity about the matters discussed in this Code of Ethics, in order to promote awareness and respect for the rules of conduct consistent with those contained in the Code, particularly with regard to respect for the rights of human beings, workers and management of environmental and social impacts that is sustainable and responsible.

Suppliers are selected and qualified in accordance with appropriate and objective criteria, on the basis of their ability to offer what the Group needs and on a preliminary evaluation of their integrity in the management of the business, in accordance with the principles of impartiality, fairness and quality.

The Group tries to balance the need to achieve favourable economic conditions with the requirement not to depart from the official quality parameters for the supply of goods and services. The Group also communicates promptly any significant changes in the requirements that could affect their status as a supplier, so that they can take appropriate action with a view to continuing their relationship with the Group.

The OTB Group negotiates and sets up contracts with its suppliers in a way that is correct, complete and transparent, trying to envisage any circumstances that could materially affect the relationship. If unexpected events or situations take place, the Group undertakes not to exploit any weakness or lack of information on the part of the counterparty.

The results of the monitoring of goods and services received and the overall performance of suppliers are shared with them, with a view to facilitating their gradual improvement in the common interest.

The amount to be paid to suppliers shall be exclusively proportionate to the benefits and subject to the conditions specified in the contract and payments will not be made in favour of persons other than those agreed by the parties.

The provisions contained in the Supplier's Code of Ethics, which the counterparty may ask the Group to adhere to, will be observed if not in conflict with the Group's own Code of Ethics.

4.6. Public Administration

Public Administration means all those individuals, public or private, who perform a "public function" or provide a "public service”. A "public function" means all those activities governed by public law relating to legislative, administrative and judicial functions. The term "public service" means all those activities that involve producing goods and services of general interest, subject to the supervision of a Public Authority, as well as all those activities aimed at ensuring the rights of individuals to life, health and freedom of speech, including those provided under concession arrangements or special conventions.

The Group cannot be represented in relations with the Public Administration by employees or third parties when there could possibly be a conflict of interest, even only in theory.

The Group condemns any behaviour adopted by any person on its behalf or in its interest, which aims to promise or offer, directly or indirectly, money or other benefits to Public Officials and Public Service Representatives, Italian or foreign, or their relatives and family members, which could give the Group a benefit or advantage. Such types of behaviour will be considered acts of corruption whether carried out directly by the Group or when performed through persons acting for or on its behalf, for example: consultants, project workers, agents, attorneys and third parties linked to the Group by similar or equivalent relationships.

Those delegated by the Group to follow any business negotiation, enquiry or relationship of an institutional nature with the Italian, EU or foreign Public Administration shall not under any circumstances attempt to improperly influence, through actions or omissions, decisions that Public Officials and Public Service Representatives take on behalf of the Public Administration.

It is forbidden to maintain work relationships with employees of the Public Administration or to hire former employees of the Public Administration, their relatives or family members, who participate or have participated personally and actively in business negotiations or endorsed requests made by the OTB Group to the Public Administration unless, in consideration of the specific circumstances that characterise the employment relationship, any link between the functions performed in the Public Administration and the employment relationship in question is considered negligible.

In cases where a Public Administration is a customer or supplier of the Group, the latter shall act in strict compliance with the laws and regulations that govern the relationship.

The OTB Group condemns any behaviour intended to obtain any kind of grant, financing, subsidised loan or other contribution of this type from the State, the European Union or other national or foreign public entity, by means of declarations or documents that have been altered or falsified, or through the omission of information or, more generally, by means of trickery or deception designed to mislead the paying entity.

4.6.1. Relations with public supervisory and judicial authorities

Relations with the judicial authorities and other institutional authorities are to be managed exclusively by the corporate Functions that have been delegated this task.

The Group does not deny, hide or delay any information or communication that may be required by public supervisory and/or judicial authorities in the course of any audits or inspections, and actively collaborates in any investigations.

4.6.2. Grants and funding

Contributions, grants or loans obtained from the State, the Regions, the European Union or any other Italian or foreign public body, even if of low value or amount, may not be used for purposes other than those for which they were granted.

Those charged with managing financial assets, investments or loans received from the Italian or foreign Public Administration must perform their duties according to principles of fairness and transparency, also complying with any disclosure requirements.

4.7. Local communities and mass media

The Group also includes the Only The Brave Foundation, a non-profit organization founded in 2008 with the mission of helping to combat social inequality and achieving sustainable development for disadvantaged people in poorer areas around the world. The aim of the foundation is to select and support projects that meet the criteria of innovation and sustainability, and that have a direct and tangible impact on society.

Through the Only The Brave Foundation and as part of any defined programmes, the OTB Group is

committed in helping social, economic and environmental development, as well as in the welfare of the communities in which it operates, by supporting social and cultural initiatives that promote the values and principles of the Group.

4.7.1. Sponsorships and grants

The OTB Group can accept requests for sponsorships for events that offer guarantees of quality and reliability, and these activities can be carried out after defining specific agreements and checking the reputation of the beneficiary and of the event or initiative being promoted, avoiding sponsorships given to counterparties even only vaguely suspected of belonging to criminal organisations or being involved in money laundering.

Before accepting, the Group is in any case required to pay particular attention to possible conflicts of interest, whether personal or corporate.

The Group can pay grants to support initiatives proposed by organisations and associations that declare themselves to be not-for-profit and with proper by-laws and articles of association, evaluating their reliability and consistency with the values expressed in the Code of Ethics.

Strictly institutional forms of cooperation are also possible if they are designed to help bring about events such as the carrying out of studies, research, conferences, seminars or similar activities.

Any grants paid to such bodies have to comply and be consistent with applicable laws and thoroughly documented.

4.7.2. Relations with the media

Media communication plays an important role in creating and optimising the Group's image. Relations with the media are therefore up to those who have been expressly delegated to this task and must be carried out in accordance with Group policies and procedures.

Group external communications must be truthful, clear, transparent and consistent, avoiding any ambiguity or "spin". The Group's websites will also be developed in accordance with the Code of Ethics, pledging not to publish information that does not correspond to reality or that is defamatory.

In general, other Group employees are not allowed not provide information to media representatives nor undertake to provide such information without permission from the relevant functions.

4.7.3. Relations with political organisations and trade unions

Relations entertained by corporate Functions with political organisations and trade unions have to be governed by principles of transparency, independence and integrity. As a matter of principle, the Group does not make direct or indirect contributions to political parties, committees or political organisations, nor to trade unions.

In order to protect the rights of workers, the OTB Group is also committed to promoting good relations with the trade unions on an ongoing basis.

4.8. Ethics in business

4.8.1. Conflict of interest

Recipients must ensure that every decision is made in the interest of the OTB Group. They must all avoid situations or activities that could lead to conflicts of interest with those of the Group or that could interfere with or affect their independence of judgement and choice and hence their impartiality when making business decisions.

This is the reason for the ban on carrying out work in favour of the competition, on providing professional services without the written consent of the Group to third parties as an employee, consultant, member of the Board of Directors or Board of Statutory Auditors, as well as acting and working on behalf of a supplier or customer of the Group.

By way of example and without limitation, the following situations could be considered conflicts of interest:

▪ having economic or financial interests, personally or through family members, with suppliers, customers or competitors;

▪ using one's position in the OTB Group, or information obtained during one's day-to-day work, to the benefit of oneself or third parties in conflict with the interests of the Group;

▪ doing work of any kind (performing tasks or intellectual services) for customers, suppliers, competitors or third parties in conflict with the interests of the Group;

▪ starting or completing negotiations or agreements - in the name or on behalf of the Group - which have as counterparty family members or partners, or legal entities of which the person is the owner or in which it otherwise has an interest;

▪ to accept money, gifts or favours from individuals or legal entities who are or intend to enter into business relationships with the OTB Group.

Working with members of one's own family can also result in a situation of influence. Sometimes this may be contrary to the best interests of the Group, especially where there is a direct hierarchical relationship between two individuals in close contact with each other. Employees who are in this situation should not be involved in decisions about the hiring, remuneration, assessment or promotion of a family member.

In relations between the Group and third parties, Recipients must act in accordance with ethical and legal regulations, with an explicit ban on resorting to illegitimate favouritism, collusion, corruption or solicitation.

Any information that tends to assume or presage a potential conflict of interest with the Group must be reported promptly to one of the figures of reference mentioned in paragraph 5.

4.8.2. Gifts and favours

In dealings with third parties, the OTB Group does not allow anyone to promise or offer gifts or favours (i.e. money, objects, services, recommendations), also as a result of illicit pressure aimed at obtaining undue advantages or otherwise designed to obtain favourable treatment in the conduct of any activities related to the Group.

Similarly, the OTB Group does not allow its employees to receive gifts or favours from third parties to influence the actual or potential relationships with the Group.

Notwithstanding the above, acts of commercial courtesy are permitted, provided it is of modest value and does not compromise the Group's integrity and reputation, and does not influence the autonomy and judgement of those on the receiving end.

4.8.3. Competition

The OTB Group recognises the importance of a competitive market and undertakes to comply with current regulations in this area. The Group competes with its competitors according to ethical principles of honesty and fairness. The OTB Group will not use improper means to acquire trade secrets or other confidential information about competitors and will avoid applying particular price and contractual conditions that have the sole purpose of excluding competitors from the negotiations.

4.8.4. Antitrust laws

The OTB Group undertakes to respect antitrust laws that regulate the proper functioning of a competitive market and prohibits the possibility of forming monopolistic or cartel agreements and of any interference in the mechanisms by which competition is regulated. Under these laws, the OTB Group will not enter into agreements, not even informal ones, with other companies in order to distort competition on the market and will not violate competition laws, even without acting together with other firms.

4.8.5. Protection of personal data

In the conduct of business, the Group collects a significant amount of personal data and confidential

information (on those who work in and for the OTB Group, as well as on the various categories of people who have dealings with the Group, such as customers and suppliers), which it undertakes to process in compliance with all applicable laws and best practices designed to protect confidentiality and privacy.

The Group ensures that data will be processed according to the purpose declared; personal data will not be used for secondary purposes without the prior consent of the person concerned.

4.8.6. Computer crime

The Group condemns any conduct that could directly or indirectly facilitate the commitment of crimes involving abusive access to an IT or online system, illegal possession and distribution of access codes to IT or online systems, illegal interception, prevention or interruption of IT or online communications, damage to IT or online systems, damage to information, data, computer programs including those used by the Government or other public entity or in the public interest.

Recipients of this Code, in particular, must not in any way: unlawfully enter or remain in a protected IT or online system, install equipment to fraudulently intercept IT or online communications protected by security measures; illegally obtain, reproduce or distribute means of access (passwords, authorisation systems, etc.) to IT or online systems protected by security measures.

4.8.7. Activities involving terrorism and subversion of democratic order

The OTB Group in any case condemns the use of its resources for the financing and implementation of any activity aimed at achieving the objectives of terrorism or the subversion of democratic order.

4.8.8. Money laundering, receiving stolen goods, forgery of banknotes and coins, public credit cards, stamps and watermarked paper

The Group condemns any behaviour that might even indirectly facilitate criminal circumstances, such as criminal conspiracy, including illicit trafficking of narcotics or psychotropic substances, money laundering, the receipt of stolen goods and, in any case, the use of goods, money or other proceeds of illicit origin, as well as selfloundering, and obstruction of justice.

The Group complies with the applicable legislation against money laundering and the fight against organized crime, in any jurisdiction, also taking care that the transactions in which it takes part do not show, even potentially, the risk of encouraging the receipt or replacement or the use of money or assets derived from criminal activities.

Recipients must not, in any way and under any circumstances, take the risk, due to a failure to ask for the necessary information, of being involved in situations where there may be laundering, or self-loundering, of money from illegal or criminal activities, falsify and/or put into circulation banknotes, coins, public credit cards, stamps and watermarked paper.

4.8.9. Transparency in accounting disclosures, tax disclosure and internal controls

Accounting transparency is based on the truthfulness, accuracy, completeness and reliability of the

documentation of operational events and the related accounting records.

Each Recipient is required to collaborate so that the facts of operations are represented in the accounts correctly and in a timely manner. Adequate supporting documentation has to be kept on record for each transaction, to ensure proper accounting records, the identification of the different levels of responsibility and accurate reconstruction of the transaction.

Each accounting entry has to reflect exactly what is shown in the supporting documentation. Recipients who become aware of any omission, falsification, alteration or negligence of the information and supporting documentation are required to report the facts to one of the figures of reference mentioned in paragraph 5.

The information recorded in the accounts must also be correctly reflected in the Group's tax returns, in order to create a relationship of fairness and transparency towards the Tax Administration and the Financial Administration.

The Group therefore condemns any behaviour aimed at carrying out simulated operations, destroying documentation relevant for tax purposes and impeding the work of the above-mentioned bodies.

The OTB Group recognises the primary importance of internal controls for the proper management and achievement of the Group's goals. The Group considers as a fundamental element of its corporate culture the circulation to all levels of the organisation of a culture that is aware of the importance of an adequate system of internal control. In particular, the internal control system must facilitate the achievement of corporate objectives and must, therefore, be directed towards improving the effectiveness and efficiency of production and management processes.

All Recipients, in their respective functions, are responsible for the proper functioning of the control system.

The Corporate Governance and Internal Audit Function and the independent auditors will have free access to all the data, documents and information needed to perform their duties.

4.8.10. Activities aimed at the contraband of goods

The OTB Group complies with the legislation on contraband by implementing adequate controls in order to guarantee that all customs formalities have been correctly and completely carried out on goods imported and exported by its companies, and to guarantee that relations with the Customs Authorities are carried out in accordance to the criteria of integrity and transparency. The Group therefore condemns any conduct aimed at evading payment, in whole or in part, of customs duties, regardless of the ways in which these may take place (e.g. by air, sea, etc.). In view of the international dimension of its activities, the Group promotes the same behaviour among its Suppliers and Customers.

5. Standards of implementation and monitoring of the Code of Ethics

The OTB Group monitor compliance with the Code of Ethics by all Recipients by providing suitable information, prevention and control tools and ensuring the transparency of operations and behaviours adopted, intervening, if necessary, with corrective action and appropriate sanctions.

The Group ensures the widest possible dissemination of the Code of Ethics, bringing it to the attention of internal and external stakeholders through suitable communication activities.

The Group promotes the development of training courses for its employees to facilitate full understanding of the principles and rules laid down in this Code of Ethics.

The OTB Group’s Stakeholders are required to comply with the Code of Ethics and to report any conduct that does not comply with the principles and rules contained therein.

The OTB Group considers the Code of Ethics as an integral and essential part of the Organization and Management Model where adopted.

Any reports of violations of the provisions of this Code, which require to be made in good faith, and on the basis of well-founded reasons, to safeguard the Group integrity and no for personal purposes, may be forwarded using the dedicated channel available in the appropriate section of the Group website or of the company Group (see the Whistleblowing Management Policy on the Company’s website), through the following methods:

- written form;

- in oral form, by recording an audio note. The platform allows the Whistleblower's voice to be disguised in case they wish to remain anonymous.

In both cases, the channel is suitable to ensure the confidentiality of the sources and of the information obtained, as well as to guarantee the anonymity of the report.

With reference to the Stakeholders of the companies belonging to OTB Group , not specifically indicated in the Whistleblowing Management Policy, in case of need for information related to the Code of Ethics or in any situation in which they may have a doubt about the most appropriate behavior and/ or to report a violation of the code of Ethics, they could use the mailbox codeofethics@otb.net.

The Corporate Governance & Internal Audit Function, once the reports have been received, using the support of other competent Corporate Functions, in particular the Group People & Organization and Legal & Corporate Affairs Functions, will ensure that all complaints received are:

- recorded and retain in accordance with current regulations;

- qualified (archiving or activation of investigations) with explanation of the reasons that led to the proper

decision;

- promptly confirmed (within 7 working days) their successful receipt;

- submitted, where deemed necessary, to the verification process with information to interested parties.

The Group guarantees confidentiality and discretion of the identity of the whistleblower and does not tolerate any form of retaliation against those who, in good faith, has made reports of possible violations of the Code of Ethics or requires clarification on how to apply it.

The violation of the principles contained in this Code of Ethics damages the relationship of trust established with the OTB Group and may lead to disciplinary, legal or criminal actions. The Group, in fact, intends to punish employees who do not comply with and respect the values and principles that constitute the Code of Ethics, according to the seriousness of the violations committed and the behaviours assumed.

Compliance with the rules of the Code of Ethics is an essential part of the contractual obligations of the Group’s employees. Therefore, their violations constitute a breach of the obligations arising from the employment relationship or disciplinary unlawful that may affect the continuity of the employment relationship and even lead to legal action for reimbursement of damages.

For Recipients who are not employees, compliance with the Group Code of Ethic is a prerequisite for continuation of the professional/collaborative relationship with the Group and all the companies belonging to it;

therefore, the violation of the Code constitutes a breach of contractual obligations, with all the legal consequences, including termination of the contract and/or relationship and may lead action for damages suffered by the Group.

5.1. Entry into force and amendments

This Code of Ethics was approved by the Board of Directors of OTB S.p.A. on March 18 2024, and

implemented by all Group companies.

Any updates, additions and changes to the Code of Ethics are to be approved by the CEO of OTB S.p.A.

This Code of Ethics is to be adopted by all legal entities and all employees of the OTB Group.

Organisation, management and control model

Organisation, Management and Control Model

pursuant to Articles 6, paragraph 3 and 7 of Legislative Decree No. 231 of 8 June 2001, "Regulations on the administrative liability of legal persons, companies and associations, including those without legal status, pursuant to Article 11 of Law No. 300 of 29 September 2000

GENERAL PART

Company: Jil Sander S.p.A.

Approved by the Board on: 15/03/2023

Version: 1

Contents

Document structure

1. Legislative Decree no. 231 of 8 June 2001

1.1. Characteristics and nature of entity liability

1.2. Crimes identified by the Decree and subsequent amendments

1.3. Criteria for attributing liability to the entity

1.4. Indications of the Decree regarding the characteristics of the Organisation, Management and Control Model

1.5. Attempted crimes and crimes committed abroad

1.6. Penalties

1.7. Changes in the entity

2. Purpose of the Model

3. Model and Code of Ethics

4. Amending and updating the Model

5. OTB Group corporate governance system

5.1. OTB Group corporate and organisational structure

5.2. Jil Sander S.p.A.

6. Adoption of the Model by Jil Sander

7. Model of Jil Sander and companies belonging to the Jil Sander Business World and based in Italy and/or abroad

8. Relevant crimes for Jil Sander

9. Recipients of the Model and the Code of Ethics

10. Supervisory Board

10.1. Function

10.2. Composition and appointment of members of the Supervisory Board

10.3. Eligibility requirements

10.4. Revocation, replacement, forfeiture, and withdrawal

10.5. Conduct of activities and powers

10.6. Reporting by the Supervisory Board to corporate bodies

10.7. information flows to the Supervisory Board

11. Provision of intra-group services

11.1. Services provided by Jil Sander for the benefit of OTB Group companies

11.2. Provision of services performed by OTB Group companies in favour of Jil Sander

12. Penalty system

12.1. General principles

12.2. Relevant conduct and assessment criteria

12.3. Penalties and disciplinary measures

13. Communication and training

Definitions

▪ Sensitive Activities: the activities performed by the Company within the scope of which, following the risk assessment process, the risk of potential commission of crimes pursuant to the Decree has been deemed to exist.

▪ Instrumental Activities: the activities performed by the Company within the scope of which, following the risk assessment process, the risk of the potential existence of activities instrumental to the commission of crimes pursuant to the Decree has been deemed to exist.

▪ Business World: represented by all companies that share the "Jil Sander" brand on the one hand and companies that belong to the "designer" sector on the other.

▪ Reporting Channels: appropriate channels to ensure the confidentiality of the identity of the Reporting Person, identified by the Company as the means, internal or external to the organisation itself, by which reports are conveyed.

▪ Parent Company: identified as OTB s.p.a., which takes on the function of the company exercising management and coordination activities over, inter alia, the Company and therefore pursues the objective of exercising prerogatives of strategic guidance, coordination and control and determining the corporate governance system of the companies directly or indirectly controlled by the same. In addition, it constitutes a centre of expertise for Group companies on matters managed by the Professional Families.

▪ Consultants: those who by reason of professional expertise perform their intellectual work for or on behalf of the Company.

▪ Report Recipient: party(ies) or body(ies) of the Company that are responsible for receiving, analysing, and verifying reports (also with the possible support of other Functions).

▪ Internal Recipients: internal parties to whom the Model is addressed; a term that encompasses:

(i) the members of the Board of Directors;

(ii) the members of the Board of Statutory Auditors (hereinafter “Statutory Auditors”);

(iii) employees and collaborators with whom contractual relations are entertained, in any capacity, including of an occasional and/or only temporary nature;

(iv) personnel seconded to Jil Sander from other Group companies.

▪ Third-party Recipients: external parties to which the Model is addressed, who have paid or even free-of-charge relations of any kind with the Company (such as, by way of example but not limited to, consultants, suppliers, contractors for works or services, business and financial partners and third parties in general).

▪ Recipients: collectively, internal and third-party Recipients.

▪ Legislative Decree 231/2001 or Decree: Legislative Decree No. 231 of 8 June 2001, as amended or supplemented.

▪ Public Entity: any public body, even if it having a private form and/or structure, in which, according to the EU regulations transposed in Italy, the following three requirements are met:

-legal status;

-establishment of the entity to specifically meet needs of general interest (for example: the collection and disposal of municipal solid waste, the provision of electricity, gas, district heating services, etc.);

-alternatively, financing of its activities in a majority manner by the state, local public bodies or other public bodies, or subjection of its management to control by the latter, or appointment by the state, local public bodies or other public bodies, of more than half of the members of the administrative, management or supervisory body.

▪ Professional Family: the set of specialised roles that, while operating in different locations and organisational levels (Parent Company, Headquarters of Business Worlds, individual legal entity, etc.), have in common:

-mission;

-specialised know-how and work/operational processes (the "trade");

-OTB Group's professional conduct and values.

▪ Branch or Distribution Branch: a legal entity or permanent establishment abroad, directly or indirectly controlled by a Business World Headquarters and delegated to implement the commercial, retail and marketing guidelines defined by each Business World.

▪ Business Function: performs activities characteristic of the business sector to which it belongs and can only operate at the Headquarters level of Business Worlds, Distribution Branches, Business Units, Manufacturing and Sourcing.

In order to ensure adequate development and maintain the specificity of the individual businesses that belong to the OTB Group, these Functions, each for its specific responsibilities:

-ensure the achievement of the OTB Group's strategic, business and operational objectives;

-develop operating models (such as those concerning distribution, production, logistics, etc.) specific to the business sectors they belong to;

-define market, sales and sourcing strategies and related guidelines, ensuring their communication to the Distribution Branches.

▪ Business Function: resources present in the organisational structure of Jil Sander.

▪ Group or OTB Group: the set of legal entities comprising the Parent Company and the companies directly or indirectly controlled by the same (Business World Headquarters, Branches, sourcing, manufacturing, business units, financial companies, NPOs, Service, etc.).

▪ Public Service provider: an entity that "in any capacity performs a public service", meaning an activity regulated in the same forms as a public function, but characterised by the lack of the powers typical of the latter (Article 358 of the Criminal Code).

▪ Confindustria Guidelines: Confindustria guidance document (approved on 7 March 2002 and last updated in June 2021) for construction of the organisation, management and control models referred to in the Decree.

▪ Model: Organisation, Management and Control Model in accordance with the Decree adopted by Jil Sander.

▪ Corporate Bodies: both the Board of Directors and the Board of Statutory Auditors of the Company.

▪ Supervisory Board or SB: the body provided for in Article 6 of the Decree, responsible for supervising the functioning of and compliance with the Model.

▪ PA or Public Administration: all state administrations, including institutes and schools of all kinds and levels and educational institutions, autonomous state companies and administrations, regions, provinces, municipalities, mountain communities and their consortia and associations, university institutions, autonomous social housing institutes, chambers of commerce, industry, handicrafts and agriculture and their associations, all national, regional and local non-economic public bodies, administrations, companies and bodies of the national health service. Examples include, but are not limited to:

-State Administrations: Government, Parliament, Ministries, ordinary and accounting judiciary, consulates and embassies, prefectures, police headquarters, etc;

-Local public bodies: regions, provinces, municipalities;

-Local Health Authorities (LHA);

-Higher Institute for Occupational Prevention and Safety (ISPESL);

-Regional Environmental Protection Agencies (ARPA);

-Local Labour Departments (DTL);

-Labour Inspectorate;

-Social Security Agencies (INPS, INAIL);

-Customs Agency;

-Revenue Agency;

-Italian Society of Authors and Publishers (SIAE);

-Law Enforcement Agencies (State Police, Carabinieri, NAS, Fire Brigade, Finance Police, etc.);

-Independent Supervisory Authorities: Data Protection Authority (Privacy Authority), Competition and Market Authority (Antitrust Authority), Public Works Supervision Authority, etc.

▪ Partners: contractual counterparties of the Company, natural or legal persons, with whom the Company reaches any form of contractually regulated collaboration.

▪ Public Official: a person who "exercises a legislative, judicial or administrative public function" (Article 357 of the Criminal Code).

▪ Retaliation or Retaliatory Measures: direct or indirect acts of retaliation or discrimination against the Reporting Person for reasons directly or indirectly related to the Report.

▪ Regions: a set of Branches (including distribution branches) belonging to the "Jil Sander" Business World that have similar characteristics with reference to the geographic area in which they operate (such as.: Europe, America, APAC).

▪ Reporting Person: the person who reports a potential wrongdoing or irregularity in the workplace. For private entities, the reference is both to "persons who hold positions of representation, administration or management of the entity or one of its organisational units with financial and functional autonomy as well as by persons who exercise, even de facto, the management and control of the same, and to "persons subject to the management or supervision of one of the persons" previously mentioned.

▪ Report: communication from the Reporting Person concerning "circumstantiated information of unlawful conduct, relevant pursuant to the Decree and based on precise and concordant factual elements, or violations of the entity's Organisation and Management Model, of which they have become aware by reason of the functions performed”.

▪ Company or Jil Sander: Jil Sander S.p.A.

▪ OTB Group Company: companies directly or indirectly controlled by OTB S.p.A. pursuant to Article 2359, paragraphs 1 and 2, of the Civil Code.

▪ Senior Managers: persons who hold representative, administrative or managerial positions in the Company or in one of its financially and functionally independent entities, as well as persons who exercise, even de facto, management or control of the Company.

▪ Subordinates: persons subject to the direction or supervision of one of the members of the Senior Managers.

▪ Top Management: Board of Directors, Chairman of the Board of Directors and Chief Executive Officer of the Company.

Document structure

This General Part includes an examination of the provisions contained in Legislative Decree 231/2001 and constitutes the guidelines describing the process of adoption of the Model by the Company, the relevant crimes, the recipients of the Model, the Supervisory Board, the system of sanctions to guard against violations, and the obligations to communicate the Model and train personnel.

1. Legislative Decree no. 231 of 8 June 2001

1.1. Characteristics and nature of entity liability

Legislative Decree 231/2001, in transposing EU legislation on combating corruption, introduced and regulated the administrative liability arising from crimes of collective entities, which, until the Decree came into force, could only be called upon jointly and severally to pay fines, penalties and administrative sanctions imposed on their legal representatives, directors or employees.

The nature of this form of entity liability is of a mixed kind, and its peculiarity lies in the fact that it combines aspects of the criminal system with those of the administrative system. The entity is punished with an administrative penalty because it is liable for an administrative offence, ascertained through criminal trial: the competent authority to charge the offence is the public prosecutor, while it is the criminal judge who, having ascertained the offence, imposes the penalty.

The administrative liability of the entity is separate and autonomous from that of the individual committing the crime and exists even if the perpetrator of the crime has not been identified or if the crime has lapsed for a reason other than amnesty. In any case, the liability of the entity is always in addition to and never in place of that of the individual perpetrator of the crime.

The scope of application of the Decree is very broad and covers all entities with legal status, companies, associations, including those without legal status, public economic entities, and private entities that are concessionaires of a public service. On the other hand, the legislation does not apply to the state, local public bodies, non-economic public bodies, and bodies that perform functions of constitutional importance (e.g., political parties and trade unions).

1.2. Crimes identified by the Decree and subsequent amendments

The entity can only be held liable for the crimes - so-called predicate crimes - indicated by the Decree.

Listed below are the crimes that are currently considered predicate crimes for entity liability:

− Article 24: undue receipt of disbursements, fraud to the detriment of the State, a public body or the European Union or for the purpose of obtaining public disbursements, cyber fraud to the detriment of the State or a public body and fraud in public procurement1;

− Article 24 bis: cyber crimes and unlawful data processing2;

− Article 24 ter: organised crime offences3;

− Article 25: embezzlement, extortion, undue inducement to give or promise benefits, bribery and abuse of office4;

− Article 25 bis: forgery of money, public credit cards, revenue stamps and instruments or signs of recognition5;

− Article 25 bis.1: crimes against industry and trade6;

− Article 25 ter: corporate crimes7;

− Article 25 quater: crimes for the purpose of terrorism or subversion of the democratic order8;

− Article 25 quater.1: practices of female genital mutilation9;

− Article 25 quinquies: crimes against the individual10;

− Article 25 sexies: market abuse11;

− Article 25 septies: manslaughter or serious or very serious injury committed in violation of occupational health and safety legislation12;

− Article 25 octies: receiving stolen goods, money laundering and the use of money, goods or benefits of illicit origin, as well as self-laundering13;

− Article 25 octies.1: crimes involving non-cash payment instruments14;

− Article 25 novies: copyright infringement crimes15;

− Article 25 decies: inducement not to make statements or to make false statements to judicial authorities16;

− Article 25 undecies: environmental crimes17;

− Article 25 duodecies: employment of third-country nationals whose stay is irregular18;

− Article 25 terdecies: racism and xenophobia19;

− Article 25 quaterdecies: fraud in sports competitions, abusive gambling or wagering and gambling exercised by means of prohibited devices20;

− Article 25 quinquiesdecies: tax crimes21;

− Article 25 sexiesdecies: smuggling22;

− transnational crimes23;

− Article 25 septiesdecies: crimes against cultural heritage24;

− Article 25 duodevicies: laundering of cultural property and devastation and looting of cultural and scenic property25.

The applicability and relevance of each crime for the Company will be discussed in more detail later in Section 8 of this General Part.

1 Article last amended by Legislative Decree no. 75/2020.

2 Article last amended by Decree Law no. 105/2019, converted, with amendments, by Law no. 133/2019.

3 Article added by Law no. 94/2009.

4 Article last amended by Legislative Decree no. 156/2022.

5 Article added by Decree-Law no. 350/2001, converted with amendments by Law no. 409/2001 and amended by Decree-Law no. 125/2016.

6 Article added by Law no. 99/2009.

7 Article added by Legislative Decree no. 61/2002 and last amended by Legislative Decree no. 38/2017.

8 Article added by Law no. 7/2003.

9 Article added by Law no. 7/2006.

10 Article added by Law no. 228/2003 and amended by Law no. 199/2016.

11 Article added by Law no. 62/2005.

12 Article added by Law no. 123/2007 and subsequently replaced by Law no. 81/2008.

13 Article added by Legislative Decree no. 231/2007 and amended by Law no. 186/2014.

14 Article added by Legislative Decree no. 184/2021.

15 Article added by Law no. 99/2009.

16 Article added by Law no. 116/2009.

17 Article added by Legislative Decree no. 121/2011 and amended by Law no. 68/2015.

18 Article added by Legislative Decree no. 109/2012 and amended by Law no. 161/2017.

19 Article added by Law no. 167/2017.

20 Article added by Law no. 39/2019.

21 Article added by Decree Law no. 124/2019 and last updated by Legislative Decree no. 156/2022.

22 Article added by Legislative Decree no. 75/2020.

23 Article 10, Law no. 146/2006.

24 Article added by Law no. 22/2022.

25 Article added by Law no. 22/2022.

1.3. Criteria for attributing liability to the entity

In addition to the commission of one of the predicate crimes, in order for the entity to be punishable pursuant to Legislative Decree 231/2001 there must be additional prerequisites. These additional prerequisites can be broken down into "objective" and "subjective".

The first objective prerequisite is that the crime was committed by a person linked to the entity by a qualified relationship. In this regard, a distinction is made between:

-persons in "senior management positions," i.e., who hold positions of representation, administration or management of the entity, such as, for example, the legal representative, a director, the manager of an autonomous business function, as well as persons who manage, even if only de facto, the entity. These are the people who actually have the power to make decisions on behalf of the entity or otherwise express its will externally. Also assimilated with this category are all persons delegated by directors to carry out operational or management activities of the entity or its branch offices;

-“subordinates”, i.e., all those who are subject to the management and supervision of the senior managers. Specifically belonging to this category are employees and those persons who, although not part of the personnel, have a task to be performed under the management and control of senior managers. External parties involved include collaborators, promoters, agents and consultants who, under a mandate from the Company, perform activities on its behalf. Finally, of relevance are also mandates or contractual relationships with persons not belonging the personnel of the entity, again if these individuals act in the name of, on behalf of, or in the interest of the entity.

An additional objective prerequisite is that the crime must be committed in the interest or for the benefit of the entity; the existence of at least one of the two conditions, which are mutual alternatives, is sufficient:

-interest exists when the perpetrator has acted with the intent to benefit the entity, regardless of whether that goal was subsequently actually achieved;

-benefit exists when the entity gained - or could have gained - a positive result, economic or otherwise,-from the crime.

The liability of the entity exists not only when it has gained an immediate pecuniary benefit from the commission of the crime, but also in the event that, even in the absence of such a result, the act is motivated by the interest of the entity. For example, improving one's position in the market or concealing a financial crisis situation are cases that involve the interests of the entity but do not bring about an immediate economic benefit.

It is also important to point out that if the crime is committed by qualified individuals of a company belonging to a group, the concept of interest may be extended in an unfavourable sense to the parent company. The Court of Milan (ruling of 20 December 2004) stipulated that the element characterising group interest lies in the fact that it is not exclusively that of one of the members of the group, but is common to all the entities that belong to it. For this reason, it is argued that the crime committed by the subsidiary can also be attributed to the parent company, provided that the natural person who committed the crime - even as an accomplice - belongs even only functionally to the parent company.

As regards the subjective criteria for attributing the crime to the entity, these pertain to the preventive tools that the entity has adopted in order to prevent the commission of one of the crimes provided for in the Decree in the exercise of its activity. Indeed, the Decree provides that the entity is not liable only if it is proven:

-that the management has adopted and effectively implemented, prior to the commission of the act constituting the crime, organisation, management and control models suitable for preventing crimes of the kind that occurred;

-that the task of supervising the functioning of and compliance with the models, and to ensure their updating, has been entrusted to a body of the entity with autonomous powers of initiative and control;

-That there has been no failure or insufficient supervision by said body.

The conditions just listed must contribute jointly for the entity's liability to be excluded.

Although the Model constitutes a reason for not punishing the entity, whether the predicate crime was committed by a person in an senior management position or by a person in a subordinate position, the mechanism provided for by the Decree regarding the burden of proof is much stricter for the entity in the case where the crime was committed by a person in a senior management position. Indeed, in the latter case, the entity must prove that the persons committed the crime by fraudulently circumventing the Model; the Decree thus requires a stronger proof of extraneousness in that the entity must also prove some sort of internal fraud on the part of senior managers.

In the case of crimes committed by subordinates, on the other hand, the entity may be held liable only if it is established that the commission of the crime was made possible by failure to comply with management or supervisory obligations. This would be, in this case, a fault of organisation: the entity indirectly consented to the commission of the crime by failing to supervise activities and individuals at risk of committing a predicate crime. In such a case, the Company's liability is in any case excluded if, prior to the commission of the crime, the Company had an Organisation, Management and Control Model suitable for preventing crimes of the kind committed.

1.4. Indications of the Decree regarding the characteristics of the Organisation, Management and Control Model

The Decree merely regulates certain general principles with regard to the Model, but does not provide specific characteristics. The Model functions as a reason for not punishing the entity only if it is:

-effective, i.e., reasonably likely to prevent the crime or crimes committed;

-effectively implemented, i.e., its content is applied in the company's procedures and internal control system.

As for the effectiveness of the Model, the Decree requires it to have the following minimum content:

-activities of the entity in the scope of which crimes may be committed are identified;

-specific protocols aimed at planning the formation and implementation of the entity's decisions, in relation to the crimes to be prevented, are provided for;

-methods of managing financial resources suitable for preventing the commission of crimes are identified;

-an appropriate disciplinary system is introduced to punish failure to comply with the measures specified in the Model;

-obligations to provide information to the Supervisory Board are provided for;

-depending on the nature and size of the organisation, as well as the type of activity carried out, appropriate measures are provided for to ensure that the activity is carried out in compliance with the law and to discover and eliminate any risk situations in a timely manner.

The Decree stipulates that the Model is subject to periodic review and updating, both if significant violations of the requirements emerge and if significant changes occur in the organisation or activity of the entity.

1.5. Attempted crimes and crimes committed abroad

The Entity is also liable for offences resulting from attempted crimes and crimes committed abroad.

In cases of commission in the form of attempt of the crimes provided for in the Decree, the pecuniary penalties and disqualification penalties (see Par. 1.5 - “Applicable penalties”) are reduced by one-third to one-half, while the imposition of penalties is excluded in cases where the entity voluntarily prevents the performance of the action or realisation of the event. The exclusion of penalties in this case is justified by virtue of the interruption of any relationship of identification of the entity with the individuals who assume they are acting in its name and on its behalf.

With regard to the locus commissi delicti, for the purposes of identifying the competent jurisdiction, in light of the principle of territoriality pursuant to Article 6 of the Criminal Code, offences resulting from crimes committed in the territory of the State fall under Italian criminal jurisdiction, with the clarification that, pursuant to paragraph 2 of the aforementioned article, "The crime is considered to have been committed in the territory of the State, when the action or omission constituting the crime has taken place there in whole or in part, or the event which is the consequence of the action or omission has occurred there."

These regulations are intended to extend the applicability of Italian criminal law to facts that have not been carried out in all their elements in the territory of the State, it being sufficient that a “fragment” of the crime (a part of the act or omission, i.e., the event) occurred in Italy to bring the entire crime under Italian criminal law.

By way of example, in the case of the crime of bribery for an act contrary to official duties (pursuant to Article 319 of the Criminal Code), where the typical conduct is expressed by “giving or promising money or other benefits”, the crime shall be deemed to have been committed in the territory of Italy if the person there plans or makes the gift or promise for the performance abroad of an act contrary to the duties of office by a Public Official.

On the other hand, the Decree extends the effectiveness of the entity's administrative liability by regulating the cases in which the entity may be held liable before the Italian criminal court for an administrative offence for crimes committed abroad, meaning those fully committed outside the Italian territory.

Indeed, according to the dictates of the Decree, the entity can be held liable in connection with crimes - relevant for the purposes of the Decree - committed abroad (pursuant to Article 4 of the Decree, which refers to the following articles of the Criminal Code: 7 "Crimes committed abroad," 8 "Political crime committed abroad," 9 "Common crime of citizen abroad," and 10 "Common crime of foreigner abroad")26, if the following conditions are met:

− the crime must be committed abroad by the person functionally related to the entity;

− the entity must have its head office in Italy;

− the entity may be liable in the cases and under the conditions provided for in Articles 7, 8, 9 and 10 of the Criminal Code;

− if the cases and conditions indicated in the preceding point are met, the entity shall be liable provided that the State of the place where the act was committed does not take action against it;

− in cases in which the law provides that the offender shall be punished at the request of the Minister of Justice, action shall be taken against the entity only if the request is also made against the latter;

− at the time of prosecution the offender must be in the territory of the state and must not have been extradited.

Article 7 of the Criminal Code: “A citizen or foreigner who commits any of the following crimes abroad shall be punished under Italian law:

1) crimes against the personality of the Italian state [241-313; Navigation Code 1088]; 2) crimes of counterfeiting the seal of the State and the use of such counterfeit seal [467]; 3) crimes of forgery of money which is legal tender in the territory of the State, or of revenue stamps or of Italian public credit cards [453-461, 464-466]; 4) crimes committed by public officials [357] in the service of the State, abusing their powers or violating the duties inherent in their functions [314 et seq.]; 5) any other crime for which special provisions of law [501 4, 537, 591 2, 604, 642 4; Navigation Code 1080] or international conventions establish the applicability of Italian criminal law”.

Article 8 of the Criminal Code: “A citizen or foreigner [248 2, 249 2], who commits a political crime abroad not included among those indicated in number 1 of the preceding article, shall be punished according to Italian law [112], at the request of the Minister of Justice [128-129; Criminal Procedure Code 342].

If it is a crime punishable upon receiving a complaint from the offended person, in addition to the request, also the complaint is required [120-126; Criminal Procedure Code 336-340].

For the purposes of criminal law, a political crime is any crime which offends a political interest of the state, or a political right of the citizen [241-294]. A common crime determined, in whole or in part, by political motives is also considered a political crime”.

Article 9 of the Criminal Code: “A citizen, who, outside the cases indicated in the two previous articles, commits a crime abroad for which the Italian law establishes life imprisonment, or imprisonment of not less than at least three years, shall be punished according to the same law [112], provided that the latter is in the territory of the State.

If it is a crime for which a punishment restricting personal liberty of a lesser duration is established, the offender shall be punished at the request of the Minister of Justice or at the request or complaint of the offended person.

In the cases provided for in the preceding provisions, if it is a crime committed against the European Communities, a foreign state or a foreigner, the offender shall be punished at the request of the Minister of Justice, provided that extradition [Criminal Procedure Code 697] of the latter was not granted, or was not accepted by the Government of the State in which the latter committed the crime.

In the cases provided for in the preceding provisions, the request of the Minister of Justice or the request or complaint of the offended person shall not be necessary for the crimes provided for in Articles 320, 321 and 346 bis”.

Article 10 of the Criminal Code: “A foreigner, who, outside the cases indicated in Articles 7 and 8, commits, to the detriment of the State or a citizen, a crime abroad for which the Italian law establishes life imprisonment, or imprisonment of not less than at least one year, shall be punished according to the same law [112], provided that the latter is in the territory of the State, and there is a request by the Minister of Justice, or an application or complaint by the offended person.

If the crime is committed to the detriment of the European Communities, a foreign state or a foreigner, the offender shall be punished according to Italian law, at the request of the Minister of Justice, provided that: 1) the latter is in the territory of the State; 2) it is a crime for which the penalty [of death or] life imprisonment or imprisonment of not less than at least three years is established; 3) the extradition of the latter has not been granted, or has not been accepted by the Government of the State in which the latter committed the crime, or by that of the State to which the latter belongs.

The request of the Minister of Justice or the request or complaint of the offended person shall not be necessary for the crimes provided for in Articles 317, 318, 319, 319 bis, 319 ter, 319 quater, 320, 321, 322 and 322 bis”.

1.6. Penalties

The Decree provides for specific penalties against the entity that is found liable for the administrative offence resulting from a crime (Article 9 et seq.), as specified below.

Fine

In the event of a finding that an administrative offence resulting from a crime has been committed, a unit-based fine is always applied. In establishing the entity of the punishment, the judge determines the number of units taking into account the severity of the act, the degree of the entity's liability, as well as the activity carried out to eliminate or mitigate the consequences of the act and to prevent the commission of further offences. The amount of the individual unit, on the other hand, is established on the basis of the operating and financial conditions of the entity in order to ensure the effectiveness of the penalty.

According to Article 10, the penalty is imposed in units in a number not less than one hundred and not more than one thousand; while the amount of a unit ranges from a minimum of 258 euros to a maximum of 1,549 euros.

Article 12 states that the amount of the penalty is reduced if:

− the perpetrator of the crime committed the act in his or her own predominant interest or in that of third parties and the entity did not gain any or minimal benefit therefrom;

− the financial damage caused is particularly limited.

Similarly, pursuant to Article 12, paragraph 2, reductions in the penalty are provided for when, prior to the declaration of the opening of the first instance hearing:

− the Entity has fully compensated the damage and eliminated the harmful or dangerous consequences of the crime or has otherwise effectively worked in this direction;

− or an Organisation, Management and Control Model suitable for preventing crimes of the kind that have occurred has been adopted and made operational.

Disqualification penalties

The following disqualification penalties - usually of a duration of not less than three months and not more than two years - may be imposed only in the cases that are specifically provided for and only for certain crimes27:

− disqualification from exercising the activity28;

− suspension or revocation of authorisations, licenses or concessions instrumental to the commission of the offence;

− prohibition from contracting with the public administration, except to obtain the performance of a public service;

− exclusion from benefits, financing, contributions or subsidies and the possible revocation of those already granted;

− prohibition from advertising goods or services.

A different penalty treatment is provided for in the case of liability of the entity resulting from the crimes of extortion, undue inducement to give or promise benefits, and bribery, where the disqualification penalty applies for a duration of not less than four years and not more than seven years, if the crime was committed by one of the so-called “senior managers”, and for a duration of not less than two years and not more than four years, if the crime, on the other hand, was committed by one of the so-called “subordinates” (Article 25, par. 5).

Pursuant to Article 13, disqualification penalties apply in relation to the administrative offences for which they are expressly envisaged, when at least one of the following conditions is met:

− the entity derived a significant profit from the crime and the crime was committed by senior managers or by persons under the management of others when, in this case, the commission of the crime was determined or facilitated by serious organisational deficiencies;

− in the case of repeated offences.

On the other hand, they do not apply when:

− the perpetrator of the crime committed the act in his or her own predominant interest or in that of third parties and the entity did not gain any or minimal benefit therefrom;

− the financial damage caused is particularly limited.

Without prejudice to the application of pecuniary penalties, pursuant to Article 17, disqualification penalties shall also not be applied when the following conditions are met before the declaration of the opening of the first instance hearing:

− the entity has fully compensated the damage and eliminated the harmful or dangerous consequences of the crime or has otherwise effectively worked in this direction;

− the entity has eliminated the organisational deficiencies that led to the crime through the adoption and implementation of a Model suitable to prevent crimes of the kind that occurred;

− the entity has made the profit available for confiscation.

27 The legislator has provided for the possible application of disqualification penalties only for certain types of crimes in the following categories: crimes committed in relations with the Public Administration (Articles 24 and 25 of Decree 231); cyber crimes and unlawful data processing (Article 24bis of Decree 231); organised crime offences (Article 24ter of Decree 231); forgery of money, public credit cards, revenue stamps and identification instruments or signs (Article 25bis of Decree 231); crimes against industry and trade (Article 25bis.1 of Decree 231); corporate crimes (Article 25 ter of Decree 231); crimes for the purpose of terrorism or subversion of the democratic order (Article 25 quater of Decree 231); practices of female genital mutilation (Article 25 quater.1 of Decree 231); crimes against the individual (Article 25 quinquies of Decree 231); manslaughter and serious or very serious injury, committed in violation of occupational health and safety legislation (Article 25 septies of Decree 231); receiving stolen goods, money laundering and the use of money, goods or benefits of illicit origin, as well as self-laundering (Article 25 octies of Decree 231); crimes involving non-cash payment instruments (Article 25-octies.1 of Decree 231); copyright infringement crimes (Article 25 novies of Decree 231); environmental crimes (Article 25 undecies of Decree 231); crimes of employment of third-country nationals whose stay is irregular (Article 25 duodecies of Decree 231); crimes of racism and xenophobia (Article 25 terdecies of Decree 231); fraud in sports competitions, abusive gambling or wagering and gambling exercised by means of prohibited devices (Article 25 quaterdecies of Decree 231); crimes against the cultural heritage (Article 25 septiesdecies of Decree 231); laundering of cultural property and devastation and looting of cultural and scenic property (Article 25 duodevicies of Decree 231).

28 Article 16 provides that “permanent disqualification from exercising the activity may be imposed if the entity has made a significant profit from the crime and has already been sentenced at least three times in the past seven years to temporary disqualification from exercising the activity”. Moreover, “The court may permanently impose the penalty of prohibition from contracting with the public administration or prohibition form publicising goods or services on the entity when it has already been sentenced to the same penalty at least three times in the past seven years”. Finally, “If the entity or one of its organisational units is permanently used for the sole or main purpose of enabling or facilitating the commission of crimes for which its liability is provided for, a permanent disqualification from carrying out the activity is always imposed”.

In general, penalties are aimed at the specific activity to which the entity's wrongdoing relates. The court determines its type and duration based on the same criteria as those indicated for the imposition of a fine, taking into account the suitability of individual penalties to prevent offences of the type committed.

In the event that the court finds that the conditions exist for the application of a disqualification measure against an entity that carries out activities in the public interest or has a substantial number of employees, the court may order that the entity continue to operate under the guidance of an official receiver. In such a case, any profit deriving from the continuation of the activity is subject to confiscation (Article 15).

These measures can also be applied to the entity as a precautionary measure, and therefore before ascertaining the existence of the crime and the resulting administrative offence, in the event that there is serious evidence to suggest that the entity is liable, as well as a well-founded danger that offences of the same nature as the one for which it is being prosecuted will be committed (Article 45).

Also in this case, in lieu of the disqualification precautionary measure, the court may appoint an official receiver to continue the activity if the entity performs a service of interest to the community, or the interruption of its activity may cause significant repercussions on employment.

Failure to comply with disqualification penalties constitutes an autonomous crime provided for in the Decree as a source of possible administrative liability of the entity (Article 23).

Confiscation of the price or profit of the crime

Confiscation - including for equivalent value - of the price29 or of the profit30 of the crime is always ordered with the sentence of conviction, except for such part as may be returned to the injured party and without prejudice to the rights acquired by third parties in good faith.

Publication of the sentence

Publication of the conviction sentence may be ordered when a disqualification penalty is imposed on the Entity. Such publication takes place in accordance with Article 36 of the Criminal Code, as well as by posting in the municipality where the entity has its head office.

Publication is carried out by the clerk of the competent court and at the expense of the entity.

29 The price must be understood to be money or another economic benefit given or promised to induce or cause another person to commit the crime.

30 The profit must be understood as an economic benefit immediately gained by the Entity (see Cass. S.U. 25.6.2009 no. 38691). In the case of crimes committed in violation of environmental or occupational health and safety legislation, the profit is considered to be equivalent to the expense savings that the Entity has achieved by virtue of the illegal conduct.

1.7. Changes in the entity

The Decree regulates the entity's liability in the event of transformation, merger, demerger and sale of the company.

In the case of transformation of the entity, liability for crimes committed prior to the date on which the transformation took effect remains unaffected. The new entity will therefore be subject to the penalties applicable to the original entity for acts committed prior to the transformation.

In the case of a merger, the merged entity, including by incorporation, is liable for the crimes for which the merging entities were responsible. If the transaction took place before the conclusion of the sentence establishing the liability of the entity, the court must take into account the economic conditions of the original entity and not those of the merged entity.

In the case of a demerger, liability for crimes committed prior to the date on which the demerger took effect remains with the demerged entity, while the entities benefiting from the demerger are jointly and severally liable to pay the financial penalties imposed on the demerged entity, within the limits of the value of the net assets transferred to each individual entity, unless it is an entity to which the business unit in which the crime was committed was also partially transferred; disqualification penalties apply to the entity (or entities) in which the business unit in which the crime was committed has remained or been merged. If the demerger took place before the conclusion of the sentence establishing the liability of the entity, the court must take into account the economic conditions of the original entity and not those of the demerged entity.

In the event of the sale or transfer of the company in which the crime was committed, except for the benefit of pre-emptive excussion of the selling entity, the buying entity is jointly and severally required with the selling entity to pay the financial penalty, within the limits of the value of the company sold and within the limits of the financial penalties that result from the mandatory accounting records or due for offences of which the buyer was in any case aware.

2. Purpose of the Model

With the adoption of this document, the Company intends to precisely comply with legislation, to be compliant with the Decree's guiding principles, and to improve and make the existing system of internal controls and corporate governance as efficient as possible.

The main objective of the Model is to create an organic and structured system of control principles and procedures, designed to prevent, where possible and concretely feasible, the commission of the crimes provided for by Decree. The Model will integrate with the Company's governance system and implement the process of disseminating a business culture characterised by fairness, transparency and legality.

In addition, the Model has the following purposes:

-provide adequate information to employees and those who act on behalf of the Company or are linked to the Company by relationships relevant for the purposes of the Decree, regarding the activities that involve the risk of commission of crimes;

-disseminate a business culture that is based on legality, since the Company condemns any conduct that does not comply with the law or internal provisions and, in particular, the provisions contained in its Model;

-disseminate a control culture;

-implement an effective and efficient organisation of business activities, with particular emphasis on the formation of decisions and their transparency, the provision of controls, both preventive and subsequent, and the management of internal and external information;

-implement all necessary measures to eliminate as soon as possible any risk situations from which the commission of crimes may ensue.

3. Model and Code of Ethics

The Company has adopted and assimilated the OTB Group Code of Ethics (hereinafter also referred to as the "Group Code of Ethics" or even just the "Code of Ethics") prepared and updated by the Parent Company.

The Group Code of Ethics differs in nature, functions and content from the Model. It is general in scope and lacks procedural implementation. The ultimate purpose of the Group Code of Ethics is to indicate the rules of conduct and the ethical-social values which must permeate the Company's activities, in parallel with the pursuit of its purpose and objectives, consistent with that indicated in the Model. In particular, the Group Code of Ethics contains descriptions of the rules of conduct to be adopted towards Recipients such as, for example, shareholders, personnel, customers, suppliers, lenders, the Public Administration and the community, as well as the conduct principles to be followed with regard to the following aspects:

-integrity and consistency;

-legality and honesty;

-protection and respect for the individual, including with reference to occupational health and safety protection;

-respect for human rights, including compliance with the International Labour Standards;

-environmental protection.

The Model presupposes compliance with the provisions of the Group Code of Ethics, forming with the latter a set of internal regulations aimed at the dissemination of a culture characterised by business ethics and transparency.

The Group Code of Ethics, which is hereby referred to in its entirety, constitutes the essential foundation of the Model, and the provisions contained in the Model are supplemented by that provided for therein.

4. Amending and updating the Model

The Company's Board of Directors has exclusive authority to adopt and amend the Model.

The Model must always be promptly amended or supplemented by a Board of Directors’ resolution, also at the proposal of the Supervisory Board, when:

-violations or circumventions of its requirements have occurred, which have demonstrated its ineffectiveness or inconsistency for the purpose of preventing the predicate crimes;

-changes have occurred in the sensitive areas in view of regulatory developments (e.g., introduction of new predicate crimes in the Decree) or changes in the organisation or business of the Company (e.g., introduction of new areas of operation);

-new procedures and/or operational protocols are adopted or changes have occurred that significantly impact the internal control system;

-other governance tools (e.g., codes of conduct, protocols, amendments to the disciplinary system) are adopted pursuant to the Decree;

-reorganisations have been put in place resulting in the reassignment of crime-risk activities to new functions, with direct consequences for the Business.

Where changes, such as clarification or better specification of the text, of a "non-substantial" nature that do not impact the structure of preventive controls or the Business, or those of a purely formal nature are necessary, the Chief Executive Officer of the Company may do so independently, after hearing the non-binding opinion of the Supervisory Board.

On the other hand, any Company Function must be considered precluded from independently adopting any changes to the Model.

In any case, any events that make it necessary to amend or update the Model must be reported by the Supervisory Board in writing to the Board of Directors.

Changes in company procedures necessary for the implementation of the Model are implemented by the Functions concerned. The Supervisory Board is constantly informed of the update and implementation of new operating procedures and is entitled to express its opinion on proposed changes.

5. OTB Group corporate governance system

The term “corporate governance” describes the general management approach whereby management manages and controls the entire business organisation through a combination of information management and hierarchical management of the control structure.

The implementation of an effective corporate governance system is thus the means by which the OTB Group intends to manage and control its constituent legal entities.

In this context, the OTB Group has adopted the corporate governance system31 described in the "Group Regulations", geared toward compliance with current legislation, maximising shareholder value, and controlling business risks with a view to ensuring effective and efficient business management.

Therefore, the Model is part of the more general corporate governance system adopted by the OTB Group, it is based on its general principles and refers to its constituent components and to the tools of the internal control and risk management system that comprise it and can be defined as:

-Institutional (Code of Ethics and Corporate Social Responsibility; role and duties of Board of Directors and Committees; role and duties of the Corporate Governance & Internal Audit Function; organisational structure and role system), since they relate to the responsibilities and relationships between corporate administration and control bodies;

-operational (system of proxies and powers of attorney; processes, policies, guidelines and operational procedures; corporate management; compliance management), since they pertain to the concrete ways in which the various business processes, both operational and of a compliance nature, are managed.

5.1. OTB Group corporate and organisational structure

The corporate structure of the OTB Group is divided into the following three levels:

1. The first level consists of the parent company;

2. The second level consists of the Headquarters of Business Worlds;

3. the third level consists of Branches, which for certain Business Worlds group multiple markets (Regions). The third level also includes the business units and legal entities that provide sourcing, manufacturing, and production coordination services (such as, for example, shoes & bags) and leftover management.

The organisational structure of the OTB Group is broken down into "Functions" or "Business Functions," each of which represents a set of human and material resources that are mutually coordinated and organised to pursue specific business purposes.

Business Functions are ordered hierarchically and are located at different levels of the OTB Group's company and corporate structure depending:

31 Please refer to the Internal Regulations (adopted in the first instance in July 2014 by resolution of the Board of Directors of OTB s.p.a., as amended and supplemented) for further details concerning the corporate governance system adopted by the OTB Group (e.g., with reference to the corporate and organisational structure of the Group, characteristics of the administrative bodies of the various legal entities, characteristics of the control bodies and functions, business and group functions, internal procedural system, information flows and reporting system).

▪ on the extent and nature of their responsibilities, attributions and activities;

▪ on their organisational complexity and internal structure.

The OTB Group Business Functions, which have homogeneous characteristics with reference to tasks and responsibilities, can be grouped together to form Professional Families and Business Functions.

By Professional Families is meant the Business Functions that have the following in common:

-mission;

-specialised know-how and work/operational processes (the "trade");

-OTB Group's professional conduct and values.

Business Functions operating in different locations and organisational levels (Parent Company, Business World Headquarters, Branches, individual legal entities, etc.) may belong to the same Professional Family.

In particular, the OTB Group is divided into the following Professional Families:

-Finance;

-Legal;

-Information Technology;

-People & Organization;

-Sustainability.

In order to ensure Group identity, overall consistency, efficiency and internal equity, Professional Families:

▪ contribute to defining, each to the extent of its responsibility, the processes, operating procedures and tools to be adopted at the Group level, with attention to the specificities of the businesses/companies;

▪ ensure the adequacy of the professional skills of the members of these Families;

▪ act as a centre of competence and guidance for complex issues.

Business Functions perform activities characteristic of the business sector to which they belong and generally operate at the Business World Headquarters, Branch, business unit, manufacturing and sourcing level.

In order to ensure adequate development and maintain the specificity of the individual businesses that belong to the OTB Group, these Functions, each for its specific responsibilities:

▪ ensure the achievement of the OTB Group's strategic, business and operational objectives;

▪ develop operating models (such as those concerning distribution, production, logistics, etc.) specific to the business sectors they belong to;

▪ define market, sales and sourcing strategies and related guidelines, ensuring their communication to the Branches.

Examples of Business Functions in the OTB Group are:

-Retail Operations;

-Marketing;

-Operations;

-Interior Design;

-E-commerce;

-Style;

-Licensing;

-Merchandising & Product.

Finally, there are other Business Functions within the OTB Group that carry out support activities at legal entities at any level (Parent Company, Business World Headquarters, Branch), in favour of the administrative and control bodies with consulting services and technical assistance thanks to their specialised skills.

These Functions may be specific to the Parent Company (e.g., the Public Affair & Corporate Communication Function) or represent typical Functions of the various legal entities belonging to the Group due to locally applicable legislation, or other Group organisational reasons (e.g., the Corporate Governance & Internal Audit Function) or local reasons.

5.2. Jil Sander S.p.A.

Jil Sander is a fashion company founded in Hamburg in 1968 by the German fashion designer Jil Sander recognised worldwide for men's and women's ready-to-wear collections.

Jil Sander left her mark on the fashion system, with her minimalist style appreciated worldwide and still influencing designers and new collections today.

In 2021 the company was acquired by the OTB Group, which, through Staff International s.p.a., manages its production.

6. Adoption of the Model by Jil Sander

In compliance with the provisions of the Decree, the Company adopted its Model on 17/10/2019 by resolution of the Board of Directors, with the latest update on 15/03/2023. Adoption and subsequent amendments to the Model are the sole responsibility of the Board of Directors.

The Model, also based on the Guidelines for the Construction of Organisation, Management and Control Models pursuant to Legislative Decree no, 231 of 8 June 2001, issued by Confindustria in the June 2021 version, has been prepared taking into account the structure and activities concretely carried out by the Company, the target market, and the nature and size of its organisation. The Company carried out a preliminary analysis of its business context and then an analysis of the areas of activity that constitute potential risk situations in relation to the commission of the predicate crimes indicated by the Decree. In particular, the following were analysed: the history of the Company, the corporate context, the industry context, the company organisational chart, the existing corporate governance system, the system of proxies and powers of attorney, the existing legal relationships with third parties, including with reference to the service contracts that regulate intercompany relations, the operational reality, and the practices and procedures formalised and disseminated within the Company for the conduct of operations.

For the purpose of preparing the Model, the Company therefore proceeded with the:

▪ identification of sensitive activities, i.e., the areas in which the predicate crimes specified in the Decree may be committed, through interviews with the Heads of Business Functions, the analysis of company organisational charts and the system of separation of responsibilities;

▪ risk and control self-assessment of the commission of crimes and the internal control system suitable for identifying unlawful conduct, by the Heads of Business Functions;

▪ identification of adequate control measures, necessary for the prevention of the crimes referred to in the Decree or for mitigation of the risk of commission, already existing or to be implemented in the company's operating procedures and practices;

▪ review of its system of proxies and powers and allocation of responsibilities.

In relation to the possible commission of the crimes of manslaughter and serious or very serious injury committed in violation of accident prevention legislation (Article 25-septies of the Decree), the Company carried out an analysis of its business environment and all specific activities carried out therein, as well as an assessment of the risks associated therewith based on the results of the audits carried out in compliance with the provisions of Legislative Decree 81/2008 and related special legislation.

This document constitutes the Company's internal regulations, which are binding on the same.

7. Model of Jil Sander and companies belonging to the Jil Sander Business World and based in Italy and/or abroad

By virtue of the attention paid by the Parent Company and Jil Sander, as Headquarters of the Jil Sander Business World, to corporate governance issues and the protection of legality in the conduct of the various business activities, the Company, while respecting the autonomy inherent in any company based in Italy that becomes part of the Jil Sander Business World, promotes the adoption by the same of a Management, Organisation and Control Model pursuant to Legislative Decree 231/01.

Companies belonging to the Jil Sander Business World, based in Italy that decide to adopt an organisation, management and control model pursuant to Legislative Decree 231/01, in the definition of such a Model, must adhere to the applicable principles contained in the Model, supplementing its contents and the necessary control measures according to the specific peculiarities concerning the nature, size, type of business, internal proxy structure and powers of such subsidiaries. It is the responsibility of each individual company belonging to the Jil Sander Business World and based in Italy to adopt its own Model and appoint its own Supervisory Board.

The Model adopted by each company belonging to the Jil Sander Business World and based in Italy must be communicated to Jil Sander's Supervisory Board, which will inform the Board of Directors in the report referred to in paragraph 10.6. Any subsequent changes of a significant nature, made to its Model, must be communicated by the supervisory boards of the companies belonging to the Jil Sander Business World and based in Italy to the Jil Sander Supervisory Board.

It is the responsibility of Jil Sander's SB to inform OTB s.p.a.'s SB in a timely manner with reference to the updating of its own Model and those of the companies belonging to the Jil Sander Business World and based in Italy.

Finally, within the broader context of the corporate criminal liability legislation in force in the foreign legal systems of origin in which the Company's direct or indirect subsidiaries operate, the Company has adopted specific guidelines issued by the Parent Company for the purpose of indicating the organisational and conduct principles to which each foreign company directly or indirectly controlled by Jil Sander must adhere in order to ensure, regardless of the locally applicable legislation, a corporate governance system based on legality.

8. Relevant crimes for Jil Sander

The Model has been developed taking into account the structure and specific risks arising from the activities concretely carried out by the Company and the nature and size of its organisation.

In light of the Company's specific operations, the following predicate crimes have been identified as most relevant and therefore the subject of specific discussion in the Special Parts of the Model:

▪ crimes committed in relations with the Public Administration (Articles 24 and 25);

▪ cyber crimes and unlawful data processing (Article 24-bis);

▪ organised crime and transnational crimes (Article 24-ter and Article 10 of Law 146/2006);

▪ crimes of forgery of money, public credit cards, revenue stamps and instruments or signs of recognition (Article 25-bis);

▪ crimes against industry and trade (Article 25-bis.1);

▪ corporate crimes (Article 25-ter);

▪ manslaughter or serious or very serious injury committed in violation of occupational health and safety legislation (Article 25-septies);

▪ receiving stolen goods, money laundering and the use of money, goods or benefits of illicit origin, as well as self-laundering (Article 25-octies);

▪ crimes involving non-cash payment instruments (Article 25-octies.1);

▪ copyright infringement crimes (Article 25-novies);

▪ inducement not to make statements or to make false statements to judicial authorities (Article 25-decies);

▪ employment of third-country nationals whose stay is irregular (Article 25-duodecies) and crimes against the individual, limited to Article 603-bis of the Criminal Code (Article 25-quinquies);

▪ racism and xenophobia (Article 25-terdecies);

▪ tax crimes (Article 25-quinquiesdecies);

▪ smuggling (Article 25-sexiesdecies);

▪ environmental crimes (Article 25-undecies);

▪ crimes against the cultural heritage (Articles 25-septiesdecies and 25-duodevicies)

With regard to the remaining predicate crimes provided for by the Decree, the outcome of the risk assessment activities led to the conclusion that the concrete possibility of the commission of these crimes was of lesser relevance, by virtue i) of the main activity carried out by the Company, ii) of the socioeconomic context in which it operates, and iii) of the legal and economic relationships and relations that it usually establishes with third parties. In any case, the Group's Code of Ethics, which binds all Recipients to comply with essential values such as solidarity, respect for the individual, morality, fairness and legality, applies in relation to these crimes. More generally, as far as the broader issues of corporate governance are concerned, the Group Regulations represent an additional control and monitoring tool also aimed at business management based on legality.

The Special Part of the Model identifies the activities of the Company called sensitive due to the inherent risk of commission of the crimes listed here and provides prevention principles and protocols for each of them.

In any case, the Model is promptly supplemented or amended by the Board of Directors, also at the proposal and in any case after consultation with the Supervisory Board when there are:

▪ regulatory changes such as, for example, the introduction of new crimes and/or the amendment of current ones;

▪ changes in the way the business is conducted;

▪ any other situation illustrated in paragraph 4 above "Amending and updating the Model".

9. Recipients of the Model and the Code of Ethics

The provisions of this Model apply:

▪ to “Internal Recipients”, i.e.:

(i) members of the Board of Directors and, in any case, those who perform functions of representation, operation, administration, management or control of the Company or one of its organisational units with financial and functional autonomy;

(ii) members of the Board of Statutory Auditors (hereinafter “Statutory Auditors”);

(iii) employees and collaborators with whom contractual relations are in place, in any capacity, including of an occasional and/or only temporary nature;

(iv) personnel seconded to Jil Sander from other Group companies.

▪ “Third-party Recipients”, i.e. external parties to which the Model is addressed, who have paid or even free-of-charge relations of any kind with the Company (such as, by way of example but not limited to, consultants, suppliers, contractors for works or services, business and financial partners and third parties in general).

All Recipients are required to comply with the provisions contained in the Code of Ethics, the Model and its implementation procedures with the utmost diligence, also in fulfillment of the duties of loyalty, fairness and diligence that arise from the legal relationships established with the Company.

Third-party Recipients are required to make a commitment to comply with the Code of Ethics and the Model and a further commitment to comply with the requirements of the Decree. This provision is included in specific contractual clauses, which also provide for termination of the contractual relationship in place in case of failure to comply.

The Company condemns any conduct that deviates from the law, the provisions of the Model and the Code of Ethics, even if the conduct is carried out in the interest of the Company or with the intention of benefiting the same.

10. Supervisory Board

10.1. Function

In compliance with the Decree, the Company has appointed an autonomous, independent and competent Supervisory Board to control risks related to the specific activity carried out by the Company itself and its legal aspects.

The Supervisory Board is responsible for constant supervision:

▪ of compliance with the Model by the corporate bodies and employees of the Company;

▪ of the actual effectiveness of the Model in preventing the commission of the crimes referred to in the Decree;

▪ of implementation of the provisions of the Model in the performance of the Company's activities;

▪ of updating the Model, in the event that it is found to be necessary to align it due to changes that have occurred to the company's structure and organisation or to the regulatory framework of reference.

At the first meeting following its appointment, the Supervisory Board adopts its own operational Regulations, approving and, if necessary, updating their contents, and submitting them to the Board of Directors for their information.

10.2. Composition and appointment of members of the Supervisory Board

The Board of Directors appoints the Supervisory Board, providing reasons for the decision regarding the choice of each member, whether established in collegiate or single-member form, who must be selected exclusively on the basis of the requirements of:

▪ autonomy and independence:

the autonomy and independence of the Supervisory Board, as well as its members, are key elements for the success and credibility of the control activity.

The concepts of autonomy and independence do not have a valid definition in an absolute sense, but must be defined and contextualised in the operational complex in which they are to be applied. Since the Supervisory Board has the task of controlling the Company's operations and the procedures applied, its position within the Company must guarantee its autonomy from any form of interference and conditioning by any member of the Company and in particular the top management, especially considering that the function exercised also includes supervision regarding the activities of Senior Managers. Therefore, the Supervisory Board is included in the Company's organisational chart in the highest possible hierarchical position and is accountable, in the performance of this function, only to the Board of Directors.

Moreover, to ensure the autonomy of the Supervisory Board, the Board of Directors provides it with specifically dedicated company resources, of a number and value proportionate to the tasks entrusted to the same, and, in the context of the formation of the company budget, approves the allocation of adequate financial resources, proposed by the Supervisory Board, which the latter can dispose of for any need required for the proper performance of its tasks (e.g., specialised consulting, travel, etc.).

The autonomy and independence of the individual member or the single member of the Supervisory Board must be determined on the basis of the function performed and the tasks assigned to the same, identifying with respect to whom and what it must be autonomous and independent in order to be able to perform these tasks. Consequently, the single member or members of the Supervisory Board must not have decision-making, operational and managerial roles that would compromise the autonomy and independence of the entire SB. In any case, the requirements of autonomy and independence presuppose that members are not in a position, even potential, of personal conflict of interest with the Company. Therefore, members of the Supervisory Board must not:

- hold operational positions within Jil Sander or its subsidiaries or parent companies such as to undermine their independence of judgment;

-be linked to the Company by continuous working relationships that could reasonably compromise their independence of judgment;

-be related to senior managers of the Company or senior managers of Group companies;

-be in any other situation of current or potential conflict of interest;

▪ professionalism:

the Supervisory Board must possess technical and professional skills appropriate to the functions it is called upon to perform. Therefore, it is necessary that the Supervisory Board, whether collegial or single-member, includes individuals with appropriate professional expertise in economic and legal matters and business risk analysis, control, and management. In particular, the Supervisory Board must possess the necessary specialised technical capabilities in order to carry out inspection and advisory activities.

Once the members or single member of the Supervisory Board Have/has been identified, the Board of Directors, upon appointment, verifies the existence of these conditions based not only on CVs, but also on official and specific statements collected by the Board directly from the candidates.

In order to implement the professional skills useful or necessary for the activity of the Supervisory Board, and to ensure the professionalism of the Board (as well as, as already pointed out, its autonomy), a specific expenditure budget is allocated to the Supervisory Board at its disposal, aimed at the possibility of acquiring, when necessary, additional skills to its own from outside the entity. The Supervisory Board can thus, also by making recourse to external professionals, acquire resources with expertise in legal, business organisation, auditing, accounting, finance and workplace safety;

▪ continuity of action:

the Supervisory Board continuously carries out the activities necessary for the supervision of the Model with adequate commitment and the necessary powers of investigation.

Continuity of action must not be construed as "incessant operation", since such an interpretation would necessarily impose a Supervisory Board exclusively within the Company, when in fact this circumstance would result in a reduction of the indispensable autonomy that must characterise the Board itself. Continuity of action means that the activity of the SB should not be limited to periodic meetings of its members, but should be organised on the basis of an action plan and the conduct of monitoring and analysis activities of the entity's prevention system.

In order to facilitate the achievement of this requirement, it is necessary that at least one of the members of the Supervisory Board should also be actually employed within Group companies or otherwise permanently close to sensitive areas, so as to be able to have prompt feedback on the effectiveness of the control system adopted and expressed in the Organisational Model, as well as effectively acquire the information elements necessary for optimal performance of the tasks of the SB.

The Supervisory Board can be established, in accordance with the above parameters, in single-member form with a single member (external to the Company), or in collegiate form with a minimum of three to a maximum of five members of which:

− one internal member, identified as the Head of the Group Corporate Governance & Internal Audit Function;

− the remaining members external, i.e., not belonging to OTB Group Companies.

The Board of Directors appoints the Chairman of the Supervisory Board, selecting the same from among the external members, with the task of carrying out the formalities related to convening, setting the topics to be discussed, and conducting the board meetings. If the Board of Directors has not taken care of this, the SB elects a Chairman from among its external members.

This is without prejudice to the right of the Board of Directors to provide for a different composition in terms of characteristics and number of members of the SB in order to meet particular needs of the Company.

The SB is appointed by the Company's Board of Directors, with a justified decision acknowledging the existence of the requirements of integrity, professionalism, autonomy and independence.

To this end, external candidates are required to send their CV accompanied by a statement that they meet the requirements described above.

The Board of Directors reviews the information provided by the persons concerned or otherwise available to the Company in order to assess whether they actually meet the necessary requirements.

Upon accepting office, members of the SB, having read the Model and formally accepted the Code of Ethics, undertake to perform the functions assigned to them, guaranteeing the necessary continuity of action and to immediately notify the Board of Directors of any event likely to affect maintenance of the above requirements.

After formal acceptance of the nominees, the decision is communicated to all levels of the company via an internal communication.

The term of office of the SB is three years. The SB is understood to be extended in office until it is renewed.

10.3. Eligibility requirements

All members of the Supervisory Board, whether collegiate or single-member, are required in advance not to be in any of the following conditions of ineligibility and/or incompatibility:

▪ to have been subject to preventive measures ordered by the judicial authority pursuant to Law No. 1423 of 27 December 1956 ("Preventive measures against persons dangerous to security") or Law No. 575 of 31 May 1965 ("Provisions against the Mafia");

▪ to be under investigation or to have been convicted, including by a sentence that is not yet final or issued pursuant to Article 444 et seq. of the Code of Criminal Procedure, even if with a conditionally suspended sentence, subject to the effects of rehabilitation:

-for one or more offences among those mandatorily provided for by Legislative Decree 231/2001;

- for any non-culpable crime;

▪ to be disqualified, inhibited, in receivership or have been sentenced, even with a non-final sentence, to a penalty involving disqualification, including temporary disqualification, from public office or inability to hold executive office.

The occurrence of even one of the above conditions, according to the case, involves ineligibility for, or disqualification from, the office of member of the Supervisory Board, whether collegiate or single-member.

10.4. Revocation, replacement, forfeiture, and withdrawal

Revocation from office as a member of the Supervisory Board, whether collegiate or single-member, can take place only by resolution of the Board of Directors and only in the presence of just cause, with the favorable opinion of the Board of Statutory Auditors, where present.

The following are legitimate conditions for revocation for just cause, which are to be considered mandatory:

▪ Loss of the eligibility requirements pursuant to the previous paragraph, subject to the forfeiture mentioned above;

▪ failure to fulfil the obligations inherent in the appointment conferred;

▪ lack of good faith and diligence in the performance of his/her duties;

▪ commission of gross negligence in the performance of duties related to the appointment;

▪ violation of confidentiality obligations on information acquired in the course of carrying out supervisory activities;

▪ lack of cooperation with other members of the SB;

▪ unjustified absence from more than two consecutive SB meetings, following due convening;

▪ “omitted or insufficient supervision” by the SB - in accordance with the provisions of Article 6, paragraph 1, letter d) of Legislative Decree 231/01 – resulting from a conviction, even if not final, issued against the Company or other companies in which the person was at the time a member of the SB or from a sentence of application of the penalty on request (so-called plea bargaining);

▪ in the case of an internal member, the assignment of operational functions and responsibilities within the corporate organisation that are incompatible with the requirements of "autonomy and independence" and "continuity of action" that the SB must have;

▪ serious and ascertained grounds of incompatibility that would jeopardise independence and autonomy.

In the presence of just cause, the Board of Directors, with the favorable opinion of the Board of Statutory Auditors, where present, revokes the appointment of the member of the Supervisory Board, whether collegiate or single-member, who is no longer suitable and, after adequate justification, provides for his or her immediate replacement.

Termination of the employment relationship with the Company of the internal member of the SB, for any reason whatsoever, determines the simultaneous forfeiture of the office of member of the SB, unless otherwise resolved by the Board of Directors.

A member who becomes incapacitated or unable to hold office constitutes a cause for forfeiture from office before the expiry of the term provided for in paragraph 10.2.

Each member of the SB may resign from office at any time by giving at least one month's written and justified notice to the Board of Directors.

In the event of forfeiture or resignation by one of the members of the Supervisory Board, whether collegiate or single-member, the Board of Directors must promptly replace the forfeited member.

10.5. Conduct of activities and powers

The Supervisory Board meets at least every four months and, if collegiate, whenever one of the members makes a written request to the Chairman. In addition, if collegiate, during the course of the first meeting, it may delegate specific functions to the Chairman.

In order to carry out its assigned tasks, the Supervisory Board is vested with all powers of initiative and control over every company activity and personnel level, and reports exclusively to the Board of Directors, if collegiate, through its Chairman, or directly through the single-member.

The duties and attributions of the SB and its members may not be judged by any other corporate body or structure, it being understood that the Board of Directors may verify the consistency between what the SB itself carries out and the company's internal policies and ethical principles.

The Supervisory Board performs its functions, liaising with other existing Control Bodies or Functions in the Company. In particular, the SB liaises with the Company Functions that carry out activities at risk for all aspects related to the implementation of the operational procedures for implementing the Model.

The Supervisory Board, in supervising the effective implementation of the Model, is conferred with powers that it exercises in compliance with the law and the individual rights of workers and stakeholders, broken down as follows:

▪ carry out or arrange to have carried out, under its direct supervision and responsibility, periodic inspection activities;

▪ access all information regarding the Company's sensitive activities;

▪ acquire any documentation, without prior authorisation and without prior notice;

▪ request information or the submission of documents regarding sensitive activities from all Company employees and, where necessary, from the Directors, the Board of Statutory Auditors where present, and the persons appointed in compliance with the provisions of legislation on accident prevention and occupational health and safety;

▪ request information or the submission of documents regarding sensitive activities from collaborators, consultants, agents and external representatives of the Company and in general from all Recipients, identified in accordance with paragraph 9;

▪ request information from the Supervisory Boards, where present, of Jil Sander subsidiaries;

▪ make recourse to the help and support of employees;

▪ make recourse to the help and support of the Corporate Governance & Internal Audit function for ordinary audit activities or external consultants specialised in the field;

▪ propose to the body or function with disciplinary power the adoption of the penalties referred to in paragraph 12 below;

▪ periodically check the Model and, where necessary, propose to the Board of Directors any changes and updates in compliance with the provisions defined in paragraph 4 above;

▪ promote, monitor and evaluate the adequacy of staff training programs on topics in the area of Legislative Decree 231/2001;

▪ prepare periodically, at least annually, a written report to the Board of Directors, with the minimum contents specified in paragraph 10.6 below;

▪ in the case of the occurrence of serious and urgent facts identified in the performance of its activities, immediately inform the Board of Directors;

▪ contribute to periodically identifying, after hearing the advice of the Directors/Managers having relationships with counterparties, the types of legal relationships with parties external to the Company as well as determine the methods of communication of the Model to such parties and the procedures necessary for compliance with its provisions.

With reference to the relationship between the SB, the Board of Directors and the Board of Statutory Auditors where present:

▪ the SB may request any meetings with the Board of Directors and/or the Board of Statutory Auditors, also separately, or to attend their meetings;

▪ the Board of Directors and/or the Board of Statutory Auditors may convene the SB at any time to request information on the activities and controls carried out.

Minutes must be taken of all meetings between the SB, the Board of Directors and the Board of Statutory Auditors.

The Supervisory Board determines its annual budget and submits it to the Board of Directors for approval. In the presence of exceptional or urgent situations, which will be the subject of a subsequent report to the Board of Directors, the Supervisory Board may deviate from the budget, provided if it is insufficient for the effective performance of its duties, with the power to extend its spending autonomy at its own initiative.

10.6. Reporting by the Supervisory Board to corporate bodies

The Supervisory Board has an obligation to report to the Board of Directors, including on relevant facts of its office or any urgent critical issues of the Model that have arisen in its supervisory activities.

It is mandatory for the SB to submit to the Board of Directors, at least annually, a written report outlining the following specific information:

▪ summary of the activity and controls carried out by the SB during the year;

▪ any discrepancies between the operational procedures implementing the provisions of the Model;

▪ any new areas of commission of crimes provided for by the Decree;

▪ verification of Reports received from external or internal parties concerning possible violations of the Model and the results of verifications concerning the aforementioned Reports;

▪ possible proposal to the body or function with disciplinary power for adoption of the penalties identified by the same body or function and, therefore, possible penalties imposed by the competent body (subject to the latter informing the SB);

▪ a general assessment of the Model, with possible proposals for additions and improvements in form and content, on its effective functioning;

▪ any changes in the reference regulatory framework;

▪ summary of relevant facts and disciplinary penalties applied in Jil Sander subsidiaries;

▪ a statement of expenses incurred.

Moreover, the SB must promptly report to the Board of Directors (so-called ad hoc reporting) on:

▪ any violation of the Model that is deemed well-founded, of which it has become aware through reporting or that the Board itself has ascertained;

▪ identified organisational or procedural deficiencies capable of determining the concrete danger of commission of crimes relevant for the purposes of the Decree;

▪ lack of cooperation from corporate departments;

▪ existence of criminal proceedings against individuals acting on behalf of, or against, the Company in relation to crimes relevant under the Decree, of which it has become aware;

▪ any other information deemed useful for the Board of Directors to take urgent decisions.

10.7. information flows to the Supervisory Board

Article 6, paragraph 2, letter d), of the Decree requires provision in the Model of obligations of information towards the Supervisory Board delegated to supervise the functioning of and compliance with the Model itself.

The provision of information flows is necessary to ensure the effective and efficient supervisory activities of the SB and for the possible "a posteriori" assessment of the causes that facilitated the occurrence of the crimes provided for in the Decree.

all Recipients of the Model must inform the Board of any violation of the Model, as well as of all conduct or events potentially relevant to the Decree.

information flows to the Supervisory Board can be broken down as follows:

▪ ad hoc information flows;

▪ whistleblowing/reports.

10.7.1. Ad hoc information flows

in general, within the company's organisational documentation (e.g., processes, procedures, protocols, policies, guidelines), there is a specific section where the information flows that the competent corporate functions are required to send periodically to the SB are described (e.g., Annual Plan of the Corporate Governance & Internal Audit Function, audit reports, resolutions of the Board of Directors related to organisational and business changes, organisational communications, excerpts of the minutes of the Board of Statutory Auditors, where present, that highlight critical issues of the Internal Control System).

the Supervisory Board may determine the other types of information that Managers involved in the management of sensitive activities must transmit to said Board.

all Recipients must directly notify the Supervisory Board of any suspected violations of the Model and Code of Ethics through the specific communication channels made available by the Company and described in the following paragraph.

The Company undertakes to adopt appropriate measures to ensure the confidentiality of the identity of those who transmit information aimed at identifying conduct that is inconsistent with the provisions of the procedures of Model and the internal control system. Nevertheless, conduct aimed solely at slowing down the activity of the SB must be appropriately penalised.

the Supervisory Board undertakes to verify that the Company adopts appropriate rules to protect bona fide Reporting Persons against any form of retaliation, discrimination or penalisation and, in any case, the confidentiality of the identity of the Reporting Person is ensured, without prejudice to legal obligations and the protection of the rights of the Company or persons wrongly accused or accused in bad faith.

10.7.2. Whistleblowing– Reports

The Company has identified appropriate channels through which Senior Managers and Subordinates (specified in Article 5, paragraph 1, letters a.) and b.) of the Decree) can submit, in order to protect the integrity of the Company:

I. circumstantiated reports of suspected unlawful conduct relevant pursuant to the Decree and based on precise and concordant facts;

II. violations of the Model and/or Code of Ethics of which they have become aware by reason of their duties.

These channels ensure the confidentiality of the identity of the Reporting Person in the activities of managing the report.

Recipients intending to report a suspected violation of the Model and/or Code of Ethics therefore have a dedicated channel available to them that allows them to submit reports to the attention of the Supervisory Board. This channel can be accessed through:

• an e-mail to the dedicated address of the Supervisory Board (odv@jilsander.com)

• Registered letter: Via Mauro Macchi 54, 20124 Milan, for the attention of the Chairman of the Supervisory Board or alternatively of the Head of the Group Corporate Governance & Internal Audit Function (so-called recipients of the report) if the Supervisory Board or one of its members is potentially in conflict with the subject of the report itself.

any reports should be promptly forwarded to the Supervisory Board or the Head of the Corporate Governance & Internal Audit Function in the cases indicated above so that they can evaluate them appropriately, with the operational support, if necessary, of other Company departments.

• e-mail addressed to codeofethics@OTB.net, through which reports can be made confidentially having as recipients the Corporate Governance & Internal Audit Function, the Chief People & Organization Officer and the Corporate Legal Counsel (who will ensure timely forwarding to the Supervisory Board if the report concerns an issue related to the Model or in any case to Legislative Decree 231/2001).

The recipients of the Report are required to evaluate the Reports received, carrying out appropriate investigations in relation to the phenomena described and to scrutinise the truthfulness and relevance of the contents of the Report.

It is left to the discretion and responsibility of the recipients of the Report to make all assessments regarding the relevance of the specific cases reported and the consequent decision to activate more detailed verifications and interventions.

in the event that, as a result of the preliminary investigations, the recipients of the Report deem the reports not to be relevant and the violations to be non-existent, the decision not to proceed must be justified; on the contrary, in the event that the violation is ascertained, the recipients of the Report must immediately inform the function with disciplinary power, which will initiate the disciplinary procedure under its responsibility for the purpose of accusations and possible application of penalties.

The recipients of the Report must create a register and the corresponding file containing the information dossier related to the Report.

The Company undertakes to take appropriate measures, including disciplinary penalties, to ensure the confidentiality, at the various stages of managing the Report, of the identity of the Reporting Person.

in disciplinary proceedings, the identity of the Reporting Person may not be disclosed without the latter's consent, provided that the accusation of the disciplinary measure is based on separate and additional findings to the Report. If the accusation is based, in whole or in part, on the Report, the identity may be disclosed where knowledge of the same is absolutely essential for the defence of the accused.

The Company also undertakes to ensure the protection of the Reporting Person from the application - for reasons related to the Report - of discriminatory or retaliatory measures (e.g., penalties, demotion, dismissal, transfer or other organisational measures that have a negative effect on working conditions).

The above protections must not under any circumstances be construed as a form of impunity for the Reporting Person: therefore, this is without prejudice to the criminal and disciplinary liability of the Reporting Person employed by the Company in the event of a Report made in bad faith or with gross negligence, as well as the obligation to compensate for any damages caused by the aforementioned unlawful conduct.

11. Provision of intra-group services

For the sole purposes of this paragraph, by Group is meant the subsidiaries or direct or indirect associate companies of the Parent Company.

Where established, the SB of the company(ies) providing intra-group service(s) must, at least once a year, prepare a report concerning the performance of its functions in relation to the provision of the requested services and send it to the Board of Directors and the Board of Statutory Auditors (where present) of the company receiving the service.

11.1. Services provided by Jil Sander for the benefit of OTB Group companies

In the provision of services by the Company to other Group companies within the scope of the sensitive activities indicated in the Special Part of this Model, the Company must comply, in addition to the Code of Ethics, with the provisions of the Model, protocols and procedures established for its implementation.

The provision of services that may involve at-risk activities and operations referred to in the following Special Part must be governed by a written contract.

the contract must be communicated to the Supervisory Board of the Company.

An intra-group service contract must provide for:

▪ the obligation on the part of the company receiving the service to attest to the truthfulness and completeness of the documentation or information communicated to the Company for the purpose of performing the requested services;

▪ the power of the Supervisory Board of the Company to request information from the Supervisory Board or, in its absence, from the competent corporate functions of the company receiving the service, in order to properly perform its supervisory functions in relation to the performance of the services requested from the Company;

▪ the power of the Supervisory Board of the company receiving the service, where present, to request information from the Supervisory Board of the Company or, if necessary and after informing the latter, from the Corporate Functions of the Company, in order to properly perform its supervisory function.

11.2. Provision of services performed by OTB Group companies in favour of Jil Sander

In the provision of services by the OTB Group companies in favour of the Company within the scope of the sensitive activities indicated in the Special Part of this Model, the Company must comply, in addition to the Group Code of Ethics, with the provisions of the Model, protocols and procedures established for its implementation.

The provision of services, performed by Group companies in favour of the Company, that may involve at-risk activities and operations referred to in the following Special Part must be governed by a written contract.

the contract must be communicated to the Supervisory Board of the Company.

An intra-group service contract must provide for:

▪ the obligation on the part of the Company to attest to the truthfulness and completeness of the documentation or information provided for the purpose of receiving the requested services;

▪ the power of the Supervisory Board of the Company to request information from the Supervisory Board of the company providing the services or, in its absence, from the competent corporate functions of the company providing the services, in order to properly perform its supervisory function;

▪ the power of the Supervisory Board of the company providing the service, where present, to request information from the Supervisory Board of the Company or, if necessary and after informing the latter, from the Corporate Functions of the Company, in order to properly perform its supervisory function.

Contracts must stipulate that the Group company providing the service must have its own model or, failing that, specific control procedures suitable for preventing the commission of crimes relevant to the Company as part of the activities carried out on behalf of the Company.

12. Penalty system

The Model's penalty system is an autonomous system of penalties aimed at strengthening compliance with and effective implementation of the Model.

The penalty measures established by the Model do not replace any additional penalties of another kind (criminal, administrative, civil, and tax) that may result from the same criminal act.

The initiation of disciplinary proceedings, as well as the application of the penalties indicated below, are therefore independent of the possible initiation and/or outcome of criminal proceedings concerning the same conduct.

All Recipients of the Model and the Group Code of Ethics are recipients of the disciplinary system, within the limits indicated in paragraph 9 above.

The Company condemns any conduct that deviates from the law, the provisions of the Model and the Code of Ethics, even if the conduct is carried out in the interest of the Company or with the intention of benefiting the same.

12.1. General principles

Any alleged violation of the Model or the procedures established to implement it, committed by anyone whosoever, must be immediately reported in writing to the Supervisory Board, without prejudice to the procedures and measures under the responsibility of the function with disciplinary power.

The duty to report rests with all Recipients of the Model.

After receiving the report, the Supervisory Board must immediately put in place the necessary investigations, without prejudice to the protection of the Reporting Person as better explained above. Penalties are adopted by the competent corporate bodies by virtue of the powers conferred on them by the Company's bylaws or internal regulations. After appropriate assessments, the SB will inform the function with disciplinary power which will initiate the procedural process for the purpose of accusations and possible application of penalties.

12.2. Relevant conduct and assessment criteria

Violation (or only attempted violation) of the provisions contained in the Model, in the procedures that constitute implementation of the Model and/or in the Group Code of Ethics adopted by the Company may occur through actions or conduct, including omissions, recognised as relevant for the application of the corresponding penalty.

The following conduct constitutes disciplinary violations:

▪ conduct, including omission, solely directed at the commission of an offence provided for in the Decree;

▪ violation, including through omissive conduct and in possible concurrence with other parties, of the principles of conduct prescribed by the Model, the company operating procedures that constitute its implementation and the Group Code of Ethics;

▪ omission of controls on sensitive activities or phases of the same provided for in the Model;

▪ drafting, also in conjunction with others, of false documentation;

▪ facilitation of the preparation by others of false documentation;

▪ removal, destruction or alteration of documentation concerning a company operating procedure in order to circumvent the system of controls provided for in the Model;

▪ omission of the controls prescribed by the Model and related procedures on worker health and safety protection;

▪ omission of the controls prescribed by the Model and related procedures on environmental issues;

▪ conduct that obstructs or circumvents the supervisory activities of the SB;

▪ hindering access to information and documentation requested by those responsible for monitoring procedures and decisions;

▪ adoption of any other conduct suitable for circumventing the system of controls provided for by the Model;

▪ failure to supervise the work of one’s subordinates within the scope of the sensitive activities pursuant to the Model;

▪ failure to report violations detected to the SB;

▪ failure to assess and take timely action on reports and indications of need for intervention by the SB.

In order to identify the correct penalty based on the criteria of proportionality and appropriateness, possible violations are assessed according to their severity in light of the following assessment criteria:

▪ intentional nature of the conduct;

▪ degree of negligence, inexperience and recklessness;

▪ number and significance of disregarded Model conduct principles;

▪ employee's job description, job title and level, the managerial position held or the corporate body of which the person is a member;

▪ presence of a disciplinary record;

▪ commission of multiple violations within the same conduct;

▪ concurrence of more than one person in carrying out the unlawful conduct;

▪ existence of aggravating or mitigating circumstances;

▪ repeated offences over the past three years;

▪ extent of damage to the Company and to property and/or persons, including customers/users;

▪ severity of the damage to the prestige of the Company.

The commission of an crime provided for in the Decree and conduct obstructing the functions of the SB always constitute a severe violation that may lead to the application of the maximum disciplinary penalty established for each category of recipients in paragraph 12.3 below.

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The persistent reiteration of any of the conducts mentioned above render the violation severe and may lead to the application of the maximum disciplinary penalty established for each category of recipients in paragraph 12.3 below.

Other violations will be assessed by the company function with disciplinary power in light of the concrete circumstances and assessment criteria set forth above, for the purpose of applying a penalty that is proportionate and of sufficient deterrence.

If several violations susceptible to different penalties are committed by a single act or conduct, the most severe one shall be applied.

12.3. Penalties and disciplinary measures

The Model and the Code of Ethics constitute a set of rules with which employees must comply, also in accordance with the provisions of the applicable National Collective Bargaining Agreement on rules of conduct and disciplinary penalties. Therefore, violation of the provisions of the Model and the Code of Ethics and its implementation procedures will result in the application of the disciplinary procedure and related penalties, in accordance with the law and the applicable national collective bargaining agreement. Compliance with the provisions of the Model and the Code of Ethics applies in the context of employment contracts of any type whatsoever, including those with managers, those with increasing protection and part-time contracts, as well as those with freelancers of a so-called pseudo-employment nature.

Measures against Employees

Violation of the individual rules of conduct of the Group Code of Ethics and the Model by Employees with clerical and middle manager status constitutes a disciplinary offence, with the effects provided for by law and the applicable collective and company bargaining agreement. Applicable disciplinary measures, in ascending order of severity, consist of the following measures in accordance with the above regulations and in compliance with Articles 72, 73 and 74 of the national collective bargaining agreement for textile and allied industrial companies:

a) verbal reprimand or written warning for violating the procedures and/or protocols or principles of conduct provided for in the Model and/or the Group Code of Ethics;

b) fine of not more than 2 hours of the national pay element referred to in Article 72 point 2 of the current national collective bargaining agreement, in the case of repeated violation of the procedures and/or protocols or principles of conduct provided for in the Model and the Group Code of Ethics;

c) suspension from work and pay up to a maximum of 3 days where there is a violation of the procedures and/or protocols or principles of conduct of the Model or the Group Code of Ethics that results in a situation of danger to the integrity of company assets or causes damage to the Company;

d) dismissal. By way of example, the penalty of dismissal with notice may be applied in the event of repeated serious violation of the procedures and/or protocols or principles of conduct of the Model or the Group's Code of Ethics; on the other hand, the penalty of dismissal without notice may be applied in the event of commission - or conduct unequivocally aimed at the commission - of a crime referred to in the Decree or in any case of violations committed with such severe wilful misconduct or negligence as to make it impossible to continue, even temporarily, the employment relationship.

No disciplinary action may be taken against an employee without first having made an accusation hearing the employee's defence.

Except in the case of a verbal reprimand, the accusation must be made in writing and disciplinary measures may not be imposed until five days have elapsed, during which time the employee may submit his or her justification.

The worker may also submit his or her justification verbally, with the assistance, if necessary, of a representative of the trade union association of which he or she is a member or has mandated in this sense, or by an official of the company trade union organisation.

Imposition of the penalty must be justified and notified in writing to the employee within the ordinary period of ten days from the expiry of the period assigned to the employee to submit his or her justification.

The above disciplinary measures may be appealed against by the employee via the trade union, according to the contractual rules on disputes. Disciplinary measures are not taken into account for any purpose two years after their imposition.

Measures against Managers

Violation of the individual rules of conduct of the Code of Ethics and the Model by Managers, whose employment relationship is regulated by the current national collective bargaining agreement, determines the application of the most appropriate penalty measures, including, in the most serious cases, dismissal in compliance with the procedures provided for in Article 7 of Law 300/1970; this is without prejudice to the Company's right to assess and make any claim for compensation for damages caused as a result of said conduct, including damages caused by application by the court of the measures provided for in the Decree.

Applicable disciplinary penalties, proportioned according to the intensity and possible repeated occurrences of the conduct, may consist of:

a) written warning in the case of violations deemed to be of minor severity, having taken into consideration the assessment criteria pursuant to paragraph 12.2 above (i.e., e.g., subjective culpable element with a slight degree of negligence, absence of disciplinary record, absence of or particularly limited damage caused to the Company or third parties, existence of special mitigating circumstances);

b) fine, up to a maximum of one day's basic pay in the event of a violation involving appreciable or significant exposure to the risk of committing one of the crimes referred to in the Model;

c) Suspension from duties and salary, up to a maximum of 3 days in the case of multiple repetitions of the conduct referred to in a) or in the case of repeated actions or omissions referred to in b);

d) dismissal for just cause in the event of conduct unequivocally aimed at the commission of a crime referred to in the Decree or, in any case, violations committed with such severe wilful misconduct or negligence as to make it impossible to continue, even temporarily, the employment relationship. This penalty is also applied in the event that the application of the requirements and procedures and/or protocols and principles of conduct provided for in the Model and/or the Group's Code of Ethics is maliciously prevented in the function under the manager's responsibility.

Measures against Directors

In the event of violation of individual rules of conduct of the Group Code of Ethics and the Model by the Directors, the Supervisory Board informs the Board of Statutory Auditors, which convenes the Shareholders' Meeting for the appropriate initiatives provided for in current legislation. Any applicable penalties may consist, depending on the severity of the conduct, of:

a) written reprimand on the record in the case of minor violations;

b) suspension of remuneration in the case of violations that result in appreciable exposure to the risk of commission of crimes referred to in the Model or in the presence of multiple repetitions of the conduct referred to in point a);

c) revocation of the office if the director's violation is of such severity as to damage the Company's trust in the same, such as violations involving the commission of one of the crimes pursuant to Legislative Decree 231/2001 or that damage (financially or otherwise) the Company and/or the Shareholders.

Measures against Statutory Auditors

In the event of a violation of individual rules of conduct of the Group Code of Ethics and the Model by a member of the Board of Statutory Auditors (where present), the Supervisory Board must immediately notify the Board of Directors in a written report. The Board of Directors arranges for the hearing of the person concerned, which is also attended by the Supervisory Board, acquires any conclusions from the Supervisory Board and makes any further investigations deemed appropriate. The Board of Directors, in the event of serious violations such as to constitute just cause for termination of the relationship, convenes the Shareholders' Meeting and proposes the revocation of the member of the Board of Statutory Auditors in accordance with the law. If the conduct of the member of the Board of Statutory Auditors damages the Company's trust in the reliability of the entire Board of Statutory Auditors (where present), the Shareholders' Meeting may, in the manner prescribed by law, revoke and replace the entire Board of Statutory Auditors.

Measures against third party Recipients

In the event of violations of individual rules of conduct provided for in the Group Code of Ethics and the General Part of the Model by third-party Recipients (e.g., self-employed workers, collaborators, partners, stylists, consultants, attorneys, suppliers of goods and services, contracted or subcontracted labour), the SB informs the Chairman of the Board of Directors with a written report, who will consider how to proceed with the investigation of the violation in accordance with contractual provisions.

The Chairman informs the Board of Directors which, after hearing the Head of the Function to which the contract or relationship relates, may, according to the type of contract, proceed with:

a) a reminder for precise compliance with the provisions of the Group Code of Ethics and applicable current legislation, under penalty of application of the penalty indicated below or termination of the negotiating relationship in place with the Company;

b) application of a penalty proportionate to the economic value of the contract and the severity of the violation;

c) a claim for any damages to the Company;

d) in the event of serious or repeated violations, immediate termination of the contract or termination of existing business agreements.

The procedure described above also applies, subject to appropriate amendments, if the event of violation of the Model by the external members of the SB (the provisions in the previous paragraphs regarding measures against managers/employees will apply to the internal member). In such case, the report of the violation will be forwarded to the Chairman of the Board of Statutory Auditors, who will prepare the report and forward it to the Board of Directors.

13. Communication and training

Communication of the Model is entrusted to the Human Resources Department which, through the means deemed most appropriate, ensures its dissemination and effective knowledge to all Recipients referred to in paragraph 9.

It is the Company's duty to implement and formalise specific training plans, with the aim of ensuring effective knowledge of the Decree, the Code of Ethics and the Model on the part of all Company Departments and Functions. Training must be differentiated according to whether it is aimed at employees in general, employees operating in specific risk areas, directors, etc., based on the skills and training needs analysis prepared by the Human Resources Department.

Staff training for the purpose of implementing the Model is mandatory for all internal Recipients and is managed by the Human Resources Department; the Supervisory Board monitors that training programs are carried out in a timely manner.

The Company ensures the provision of means and methods that always ensure the traceability of training initiatives and the formalisation of participants' attendance, the possibility of assessing their level of learning, and assessment of their level of appreciation of the course, in order to develop new training initiatives and improve those currently in progress, including through comments and suggestions on content, material, lecturers, etc.

Training, which may also take place remotely or through the use of IT systems, and whose contents are screened by the Supervisory Board, is carried out by experts in the subject matter of the Decree.