Whistleblowing

Whistleblowing

Whistleblowing management policy

Whistleblowing

GENERAL TERMS AND CONDITIONS OF SALE

(WWW.JILSANDER.COM)

The present general terms and conditions of sale (hereinafter the “General T&C”) are applicable to any online sale of products bearing the trademarks “JIL SANDER” (hereinafter referred to as the “Products”), through the official e-commerce website www.jilsander.com (hereinafter the “Website”), proposed by the company JIL SANDER S.P.A, with registered seat at Foro Buonaparte 71, Milano, Italy duly registered at the Company House of Milano under the number MI - 2537077 and with VAT number IT 10513210962 (hereinafter referred to as “Jil Sander”).

The online sale of the Products on the Website is executed, according to the terms and conditions set forth by these General T&C and in compliance with all applicable laws and regulations in force, by Jil Sander S.p.A (hereinafter the « Seller »).

1. SELLER’S COMMERCIAL POLICY

1.1 The Seller offers for sale the Products available on the Website and carries out its online sales activity exclusively with respect to customers who purchase the Products through the Website, as final "consumers", i.e. any natural person who is acting for personal purposes and which do not fall within the scope of his or her commercial, industrial, artisanal, liberal or agricultural activity, thus excluding any reseller or any intermediary acting in the name of and on behalf of resellers (hereinafter referred to as the "Customers", and each one of them as a "Customer").

1.2 It is agreed that only Customers who have reached the age of majority and who have the full legal capacity to commit themselves under the terms of these General Conditions may access the online sales service offered by the Seller on the Website. Consequently, any person who does not have the characteristics of the Customer, as defined in the previous paragraph 1.1, nor the conditions referred to in this paragraph, is invited to refrain from placing any order on the Website.

1.3 The online sales service offered by the Seller on the Luxembourg Website.

1.4 With regard to its commercial policy, the Seller reserves the right not to process: (i) any order placed by any person who does not comply with the criteria referred to in paragraphs 1.1, 1.2 and 1.3 above, (ii) in any event, orders that do not comply with its commercial policy and/or that do not comply with the terms and conditions of these General T&C, and (iii) any abnormal request from a Customer in terms of the quantity of Products ordered (in this respect, by way of example, any order exceeding a quantity of 5 (five) pieces for the same Product per order may be considered abnormal), or (iv) in the event of activity reported or suspected to be fraudulent, illegal or unauthorised, including in the event of suspicion of purchases made for commercial and non-personal purposes.

1.5 Consequently, the present General T&C exclusively govern any online sales of Products by the Seller to a Customer through the Website (hereinafter the “Contract”).

1.6 The General T&C do not govern the provision of services or the sale of products by third parties other than the Seller, who may be present on the Website through links, banners or other hypertext links. Before placing any order and purchasing products and services of any kind offered by said third parties, Customers are advised to carefully check the general terms and conditions of sale of said products and services, since the Seller hereby declares that it is in no way responsible for the provision of services and/or the sale of products by said third parties and/or, in general, for the conclusion of online sales between users of the Website and said third parties.

1.7 Before placing any order for Products on the Website, the Customer will be asked to unconditionally accept, in particular (i) these General T&C, (ii) the Terms and condition of Use of the Website (hereinafter "T&C of Use"), (iii) the Seller's privacy and personal data protection policy and cookies policies (hereinafter "Privacy Policy & Cookies Policy"), as well as (iv) the information note on the right of withdrawal and return. All these documents are available and can be consulted by the Customer under the respective tabs dedicated to this purpose available on the Website, under the heading "Legal Area". The Customer is therefore invited to read these documents carefully before placing an order. In the absence of agreement and acceptance of any provision referred to in these documents, the Customer will not be authorised to place an order on the Website and is therefore invited to refrain from doing so.

2. HOW TO ENTER INTO THE AGREEMENT WITH THE SELLER

2.1 In order to complete a Contract with the Seller, the Customer must follow the instructions, which will be indicated online in the various stages leading up to the conclusion of the Contract, including: (i) selecting and including the desired Products in the shopping basket, (ii) filling in the order form provided for this purpose with the personal data required for the processing of the order (name, address, e-mail, telephone number, delivery/billing address), (iii) selecting the delivery method, and (iv) selecting the means of payment among those available.

2.2 Before placing the order, the Customer will be able to view a summary containing the following information: (i) essential information and price of each Product selected, (ii) total price of the order (including applicable taxes and charges), (iii) means of payment selected, (iv) delivery method chosen, (v) estimated delivery date (vi) transport costs if applicable (including any additional costs that the Customer is required to incur for having opted for a specific method of shipment and delivery different and/or faster than that defined by the Seller as "standard"), (vii) the conditions and procedures for exercising the right of withdrawal, as well as the procedures for any possible return of the Products purchased, (viii) the personal data provided for the purpose of processing the order, and (ix) the contacts of the Seller and of Customer Service, if necessary. The Customer may thus, before confirming the dispatch of his order and proceeding to payment, review his selection, check that his order corresponds to his purchasing intentions, modify it if necessary and/or correct any errors concerning his personal data required for the proper processing of the order by the Seller.

2.3 The placement of the order by the Customer constitutes a binding offer to purchase the Products selected from the Seller, subject to these General T&C, without prejudice to the Customer's right of withdrawal referred to in Article 7 below, as well as an obligation for the Customer to pay the price of the Products ordered.

2.4 Once an order is placed, it will be registered into the Seller's database for the time necessary to process it, in accordance with the applicable laws and the Privacy Policy. The Seller will acknowledge receipt of the order by e-mail, it being understood that any order placed by the Customer is subject to the Seller's acceptance in all cases. The Seller's e-mail acknowledging receipt of any order from the Customer does not therefore signify acceptance of the order. In fact, the Seller reserves the right, after verification, not to accept all or part of the order, without any liability on its part. By way of example and not exhaustively, an order may not be accepted, in whole or in part, by the Seller (i) in the cases referred to in paragraph 1.4 above, (ii) if a selected Product is no longer available, (iii) if the payment has not been authorised and/or (iv) if the personal data provided by the Customer and required for the processing of the order are found to be invalid, and/or (v) if the Customer fails to fulfil his obligations arising from a previous contract with the Seller. In the event that an order is not accepted, the Seller will inform the Customer by e-mail and, if applicable, will refund any corresponding amounts already paid.

2.5 The Contract between the Customer and the Seller shall be deemed to have been concluded upon receipt by the Customer of the Seller's confirmation e-mail of the delivery of the order thus accepted (hereinafter "Order Confirmation"). The Order Confirmation will be sent to the Customer at the e-mail address given in the order. In the event of unavailability of one or more Products ordered, the Seller will contact the Customer to inform him/her and the order will then be partially cancelled and the price to be paid will only be equivalent to the amount of the Products available. The Seller will refund, in the case may be, any amounts already paid, corresponding to the prices of the unavailable Products.

2.6 The Order Confirmation will contain the order number, the essential information of the Products purchased, as well as the price to be paid and the delivery method chosen and the delivery address, if applicable. Once registered, the Customer may at any time access his/her orders by consulting the " Order Details" tab directly available on the Website.

3. PRODUCT DESCRIPTION AND PRICE

3.1 The Seller represents that the Products sold through the Website are original products.

3.2 On the Website, the Seller does not offer for sale second-hand products, defective products and/or in any case products of lower quality than the standards applicable to similar products offered on the market.

3.3 The essential information and features of the Products are available on the Website by consulting the relative "Detail & care". The pictures of the Products on the Website cannot be considered contractual, as they may differ from reality, for example, the colour, fabric, textures may differ from those of the real Products, for reasons not attributable to the Seller, which may be due, among others, to the Internet browser and/or the characteristics of the devices used by the Customer. The Customer must therefore make his choice on the basis of the Product Sheet only and the Seller hereby expressly declines any liability in this respect.

3.4 The prices of the Products are indicated on the Website. The prices are indicated in Euro, it being understood that the VAT as well as any other applicable tax are considered included in the price displayed. Only the delivery costs, if any, shall be added to the price of the Products ordered and communicated to the Customer during the order summary before the validation by the latter.

3.5 The Seller reserves the right to change the prices of the Products at any time and without notice, it being understood that any change will not apply to orders which have been already confirmed by an Order Confirmation and which are still being processed at the date of the price update.

4. PAYMENTS

4.1 The Customer undertakes to pay the price of the Products as well as any shipping and delivery costs, if any, related to the Order Confirmation, as referred to in paragraph 3.4 above, being specified that the payment will be done in favour of Jil Sander S.p.a, as identified above. It is understood that the Seller will not charge any additional costs to the Customer, unless specifically indicated in the summary and in the Order Confirmation.

4.2 The Customer will pay according to the means of payment that he/she will have chosen at the time of the relevant order placement among those that the Seller makes available on the Website, namely:

Credit or debit card (for example but not limited to: Visa©, MasterCard©, American Express©, Diners©, JBC© which will be made available);
PayPal and PayPal Express
Klarna (pay over time)

4.3 In case of payment by credit card, the financial information (e.g. credit/debit card number or expiry date) will be transmitted, by means of an encrypted protocol, to the third-party organisations providing the services related to remote electronic payment, without any third-party being able to access it. Furthermore, this information will never be used by the Seller other than to carry out the procedures relating to the processing of the order and to make the corresponding refunds in the event of possible returns of Products, following the exercise of the right of withdrawal by the Customer, or in the event that it is necessary to prevent or report to the competent authorities any fraudulent activity on the Website. In any case, all personal data provided by the Customer will be processed by the Seller, in accordance with the applicable legislation on the matter and subject to the provisions set out under the "Legal Area - Privacy Policy" section available on the Website.

4.4 The amount of the order will only be debited upon shipment and after: (i) the Seller has sent the Order Confirmation to the Customer and (ii) the payment card issuer has authorised the Customer to debit the bank card indicated or has authorised the Customer's Paypal account, if applicable.

4.5 Should the payment be refused for any reasons, the order will be cancelled, and the Contract will be automatically terminated, without any liability on the part of the Seller for this. The Seller will inform the Customer without delay by e-mail.

4.6 Any charges applied by the credit card issuer, bank or other payment institution, related to the processing of the payment of the order, shall be borne exclusively by the Customer.

4.7 Once the payment has been made, upon prior acceptance by the Customer, the Seller will issue an electronic receipt containing the information that the Customer have entered at the time of his order for this purpose

4.8 Under no circumstances shall the Seller be held liable for payment errors via the third-party payment service that occur due to the Customer's lack of connection or for direct and/or indirect damage that, for whatever reason/cause, the Customer may suffer as a result of and/or as a consequence of suspensions and/or interruptions in the operation of the bank's website (including any cyber attacks).

5. SHIPMENT AND DELIVERY OF THE PRODUCTS

5.1 The Seller will deliver the products to the Customer, subject of the Order Confirmation to the address of his/her choice among the available countries listed on the Website.

5.2 the delivery will be made in accordance with the deadline agreed with the Seller during the Order Confirmation, subject to payment of the price. It is specified that the time indicated is given for information purposes only and that the Seller may refuse delivery to: i) post office boxes; ii) public facilities, airports and/or ports iii) natural and/or legal persons providing shipping services outside the country selected by the Site.

As delivery is carried out by carriers, any delivery costs are not included in the price but are indicated separately in the summary available to the Customer before validating the order and will be charged to the Customer, except in the case of a promotion put in place by the Seller, at its own discretion and duly communicated on the Website.

The Customer will receive details of the shipment and delivery by the carrier by e-mail to the address given in the order form. To the extent permitted by applicable law, the Seller assumes no liability for damages resulting from specific agreements between the Customer and the carrier.

Upon delivery, the Customer is invited to check that the package delivered is intact and undamaged in any way whatsoever and that it corresponds to what is indicated on the delivery note. The Customer is also invited to check that the Products comply with the features of the Products ordered (model, size, colour, quantity). Any damage and/or error must be reported to the carrier on the delivery note, before signing it, and to the Customer Service as soon as possible after delivery, otherwise the Seller reserves the right not to follow up on any subsequent claims, except for those concerning defects of conformity provided for by law, as referred to in the following Article 10.

5.3 In order to be better aware about the specific methods of shipment and delivery of the Products to the address indicated by the Customer, the Customer is invited to consult the "Customer Service" section available on the Website. The information contained in this section should be carefully considered as an integral and substantial part of these General T&C and, therefore, is considered to be fully known and accepted by the Customer at the time of submitting his/her order to the Seller.

5.4 Ownership of the Products remain Seller’s property until fulfilment by Customer of its payment obligations as described above and prior to shipment, the risk of loss, damage and destruction of the Products shall pass to the Customer upon delivery to the agreed address .

6. CUSTOMER SERVICE

6.1 The Customer may request to Jil Sander, as defined hereof, any information, complaint, exercise his rights such as the implementation of legal guarantees or obtain information on the conditions of sale of the Products or on the Products themselves, through the Customer Service set up by Jil Sander. For further information, please consult the "Customer Service" section available on the Site.

6.2 The Customer may, at his discretion, contact Jil Sander's Customer Service by telephone, or any other means of contact indicated by Jil Sander, and request the operator to place the Order on the Customer's behalf. In this case, the Customer shall be informed by e-mail, to the e-mail address provided by the Customer, that the purchase has been successfully completed and that the order is being processed. If the Customer does not receive the above-mentioned confirmation e-mail, it is the Customer's responsibility to report the problem to Jil Sander's Customer Service and to request that a new e-mail be sent to him/her. The Seller shall not be liable in the event that the confirmation e-mail is not received at the e-mail address indicated by the Customer (for whatever reason) or, in general, in the event that the Customer does not promptly inform the Seller of the failure to receive the confirmation e-mail. For all matters not specified in this paragraph 6.2, the provisions set out in these General T&C and, in general, on the Website apply to the process of the order, as well as to its subsequent phases.

7. RIGHT OF WITHDRAWAL

7.1 The Customer has a period of 14 (fourteen) days to exercise his or her right of withdrawal from the Contract, without having to give reasons, save if local applicable laws and regulations will provide a mandatory longer term, which will apply in the case may be. This period runs from the date of delivery of the Products to the address agreed by the Customer,. If the order is for several Products delivered separately, the period shall run from the date of receipt, as the case may be, of the last package received, which is the subject of the Order Confirmation.

7.2 The Customer must inform the Seller, within the above-mentioned term, of his/her wish to exercise this right of withdrawal, in the manner provided for in this Article. To notify this decision, the Customer may use the standard withdrawal form available on the Website in the “Customer Service” section, under “Return and Exchange” for registered Customers; for guest Customers Customer Service” section, under “Return and Exchange”.

7.3 The right of withdrawal does not apply to purchases of (i) Products made at the request of the Customer or clearly personalised, the manufacture of which requires special adaptations to meet very precise technical and aesthetic requirements (e.g. tailor-made garments, alterations), (ii) Products which have been opened and cannot be returned for reasons of hygiene or health protection and (iii) Products marked as “Final Sale”, if any, according to local laws.

7.4 The Seller will accept the exercise of the right of withdrawal by the Customer, subject to compliance with the following conditions: (i) the returned Products must not have been used, worn, washed and/or altered in any way, (ii) the identification label must still be attached to the Products, as it was affixed, (iii) the single-use seal must not have been removed from the product, (iv) the Products must be returned in their original, undamaged packaging

7.5 Subject to compliance with the conditions set out in paragraphs 7.3 and 7.4 above, the Customer shall return the Products purchased within 14 (fourteen) days from the date on which the Customer received or collected the Products concerned, in accordance with the following terms and conditions made available to him:

(i) Return by Prepaid Label: the Customer may use the prepaid return label included in the package of the carrier designated by the Seller for the shipment of the purchased Products, without filling in any online return form and without specifying any reason for the right of withdrawal; or

(ii) Return via the online form: The Customer can choose to fill in the right of withdrawal request for the Product(s) purchased directly on the Website from the Website in the “Customer Service” section, under “Return and Exchange” for registered Customers; for guest Customers Customer Service” section, under “Return and Exchange”. At the end of this procedure, the Customer will receive a confirmation e-mail, at the address given at the time of the order, containing a new pre-paid return label that he/she must print and stick on the package to send the Product(s) to be returned, replacing the one that was in the original shipping package; or

(iii) Return via customer service: The Customer can always use Jil Sander's customer service to return the purchased Product(s). At the Customer’s request, Jil Sander's customer service can formulate a return request directly in its system, indicating that the Product(s) will be returned. Upon completion of this procedure, the Customer will receive a confirmation e-mail, at the address provided at the time of ordering. The Product will then be returned directly to Jil Sander's warehouse.

7.6 the Customer will not have to pay the return costs, since the relative costs will be paid by the Seller, who will pay the service provided by the carrier. It is understood, however, that if the Customer decides to use a carrier other than the one indicated by the Seller, the Customer will have to pay the full cost of return and that this cost shall not be reimbursed by the Seller. In any event, the Customer is required to hand over the Product to a trusted courier and to keep the receipt certifying that the package has been sent. The Seller shall in no event be liable for the loss of the Product returned by this latter method.

7.7 In the event of withdrawal, the Customer will be reimbursed for all payments made, including any delivery costs, except for the modalities of 7.6, with the exception of additional costs in the event that the Customer has expressly chosen a delivery method other than the standard one offered by the Seller. The costs incurred by the Customer, if any, will remain at his expense.

Refunds will be made using the same means of payment as that used by the Customer for the initial transaction; in any event, the Customer will not incur any costs as a result of exercising his/her right of withdrawal.

Refunds will be made within 14 (fourteen) days after processing of the return by the Seller.

7.8.It is understood that the Customer will be contacted by Jil Sander's Customer Service if the right of withdrawal cannot be accepted due to non-compliance with the conditions set out in this Article. In this case, the Products will be returned to the Customer and the delivery costs will be at his expense. If the Customer refuses this delivery, the Seller reserves the right to keep the Products and the amount corresponding to the purchase price, as well as the amount relating to the delivery costs.

8. EXCHANGE

8.1 In addition to the right of withdrawal, the Seller offers the Customer the right to exchange the Products, with the exception of those made to measure or personalized and/or of those Products marked as “Final Sales”, if any, according to local laws, under the conditions set forth under this article.

8.2 The Customer may exchange the purchased Product(s) within 14 (fourteen) days following the date of receipt of the Products. To this end, the Customer may fill in the online return form to request an exchange or contact Jil Sander’s Customer Service to agree on the return of the Products concerned by the exchange or fill in the online Return and Exchange to request the exchange. The Customer may return the Products concerned according to the terms and conditions set forth under Article 7 above.

8.3 Any new delivery can only take place once the Seller has received the returned Products.

8.4 The conditions of acceptance of any exchange remain the same as those referred to for the acceptance of returns within the framework of the exercise of the right of withdrawal referred to in the previous Article 7, in particular Products returned incomplete, damaged, deteriorated, soiled or in any other condition which would reasonably suggest that they have been used or worn, shall not be exchangeable.

8.5 The exchange of Products shall have as a consequence the termination of the Contract and the payment of the new sale shall be made by offsetting the amount of the initial sale.

8.6 Within the framework of the commercial exchange policy proposed under this Article, the Seller reserves the right to refuse an exchange beyond two (2) successive requests for the same Product by the Customer.

9. EXCLUSION OF WARRANTY AND LIMITATION OF RESPONSIBILITY

9.1 These General T&C set out all the obligations and responsibilities of Jil Sander in relation to the online sale of Products via the Website. In particular, the Seller does not warrant that the Products are suitable for any particular use intended by the Customer, unless such use has been made known to the Seller at the time of the conclusion of the Contract.

9.2 To the maximum extent permitted by the law, the Website, its content and services are provided free of charge on an ‘as is’ basis and subject to availability. Jil Sander provides no warranties with respect to the Website, its content or services, including, but not limited to, any warranties of continuity and of absence of disruptions or functioning errors, of protection against harmful programs (such as viruses, bugs, malware etc.) and of adequacy for a particular purpose, and on the opposite Jil Sander expressly excludes any of the said warranties. As the services are offered free of charge, Jil Sander is committed to ensure that information made available through the Website is accurate and up to date. However, Jil Sander can in no case guarantee the accuracy of such information or that such information is free of errors or omissions, and Jil Sander expressly excludes any warranty or liability to that effect. Jil Sander reserves the right to update and/or modify the content of the Website at any time without prior notice and without incurring any responsibility, as fully set forth in Article 13 below.

10. WARRANTY

10.1 The Customer must ensure that the Products delivered to him correspond to the order. In addition to the right of withdrawal and the right of exchange, the Products are subject to the guarantee conditions provided for by law.

10.2 In accordance with the applicable laws and regulation, the legal guarantee of conformity is applicable to the sale of the Products. The Seller has the obligation to deliver the Products in accordance with the Contract. The Seller is also responsible for hidden defects in the Products sold, subject to the provisions of the applicable laws and regulations.

10.3 According to the provisions of the applicable laws and regulations, the legal guarantee of conformity applies in the event of a defect in the conformity of the Product and provided that the Product has been used in accordance with its intended purpose.

10.4 In the event of a lack of conformity of the Product, the Customer has the right to request the repair or replacement of the Products, at the Customer's choice and without charge in both cases. However, in accordance with the applicable laws and regulations, the Seller may not proceed according to the Customer's choice if this choice entails a cost that is clearly disproportionate to the other method, taking into account the value of the goods or the importance of the defect. In this case, the Seller is obliged to proceed, unless this is impossible, according to the method not chosen by the Customer.

10.5 According to the provisions of the applicable laws and regulations, if repair and replacement of the Product is impossible for the Seller, the Customer may return the good and obtain restitution of the price or keep the good and obtain partial restitution of the price. However, the Contract cannot be terminated if the lack of conformity is minor.

10.6 The legal guarantee of conformity is valid for 2 (two) years from the date of delivery of the Product, save otherwise provided by local laws, in the case may be. The legal warranty of conformity applies independently of any commercial warranty that may have been granted by the Seller.

10.7 The legal warranty against hidden defects applies if a defect in the Product makes it unfit for the use for which it is intended, or if it diminishes this use. For all that is not expressly provided for herein, please refer to the rules provided for in the matter by applicable laws and regulations in force for this effect.

10.8 The Customer should have the right to return the Product and obtain a refund of the price, or to keep the Product and obtain a partial refund of the price.

10.9 The legal guarantee against hidden defects is valid for 2 (two) years from the discovery of the hidden defect, save otherwise provided by local laws, in the case may be. If the conformity defect becomes viewable within the first 6 (six) months after delivery of the product, it is presumed - subject to proof to the contrary - that it already existed at the time of delivery.

10.10 It is understood that the Customer shall not be entitled to exercise the guarantee in the following cases

i. in the absence of proof of purchase

ii. if the Product has been damaged, used or modified or otherwise altered by the Customer or a third party;

iii. in the absence of the original labels;

iv. in any case, the period of 2 (two) months for reporting the conformity defect has elapsed.

11. APPLICABLE LAWS AND LITIGATION

11.1 The present General T&C are subject to the applicable law of subject to the applicable law and regulations of the Country of residence / domicile of the Customer.

11.2 In case of dispute and prior to any recourse to the Consumer Mediator, the Customer must contact Jil Sander’s Customer Service by post or e-mail, as below indicated: in order to try to resolve the dispute amicably:

JIL SANDER S.pA. Foro Buonaparte 71 - 20121 Milano, Italia

To kind attention of: Customer Service

e-mail: customercare@ jilsander.com

11.3 Notwithstanding the above, if no amicable solution is found (including following the mediation process described above) or if the Customer wishes to bring the claim or dispute directly before a court without following an amicable resolution process, the Court that will be territorially competent to hear any dispute, unless otherwise provided for by law, which would refer to the imperative jurisdiction of a foreign court, is the one of residence / domicile of the Customer.

12. MISCELLANEOUS

12.1 Each provision of these General T&C shall be considered separately and independently of the others. If any provision of these General T&C is held to be void, invalid or unenforceable for any reason, this shall not affect the validity and enforceability of the remaining provisions hereof.

12.2 If the Seller does not require performance of any provision of these General T&C at any time, this shall not be construed as a waiver of the right to invoke that provision at a later date.

12.3 Any event of force majeure within the meaning of the applicable laws shall result in the suspension of the obligations contained in these General T&C that are affected by the event of force majeure, and the party affected by the event of force majeure shall not be held liable for its inability to perform such obligations. It is obliged to inform the other party of such an event within 7 (seven) days of its occurrence.

12.4 All information regarding the processing of personal data is available in the Privacy Policy available on the Website.

13. AMENDMENT AND UPDATES

The General T&C are accepted by the Customer in the version published at the time of the conclusion of the Contract, also in the guarantees included therein. The Seller reserves the right to amend the General T&C from time to time, as well as to take into account changes in regulations. The updated version of the General T&C shall be effective from the date of its publication on the Website and the Customer shall comply with it and with all subsequent amendments and additions. Accordingly, it is the responsibility of the Customer to constantly monitor the Website and to be aware of any changes or additions to these General T&C, as well as any changes or additions to any other provision of the Website governing the relationship between the Customer and the Seller in any way. Any amendment and/or addition to the General T&C, any other provision on the Site governing the relationship between the Customer and the Seller, shall not apply to any order already accepted by the Seller.

Release April 2023

Whistleblowing management policy

WHISTLEBLOWING MANAGEMENT POLICY

Contents

Part I - GENERAL PRINCIPLES

1. Purpose

2. Scope of Application

3. General Principles

4. Definitions

Part II – REPORTING PROCESS

5. Roles and Responsibilities

6. Reporting

7. Whistleblower

8. Whistleblowing Channels

9. Whistleblowing Management

a. Receipt of Reports

b. Evaluation of the admissibility of the report

c. Investigation

d. Closure of the case

10. Prohibition of Retaliation

PART III – FINAL PROVISIONS

11. Confidentiality

12. Measures of support and measures for the protection of Persons Concerned

13. Continuous Improvement Process

14. Record Keeping and traceability

15. Training and Communication

16. Disciplinary Measures

17. Rules and Regulations and Privacy

Part I - GENERAL PRINCIPLES

1. Purpose

OTB SpA (hereinafter also referred to as "OTB" or "the Company") and its subsidiaries (hereinafter also referred to as the “OTB Group” or the “Group”) are committed to supporting their own values, to adhere to the ethical standards outlined in the Group's Ethical Code and to demonstrate their commitment to comply with and be in accordance with prevailing regulations. In order to pursue these principles, OTB has implemented a comprehensive system for the reporting and consistent management of potential/suspected violations (Whistleblowing Reports), defined as Whistleblowing Management System.

The purpose of the Whistleblowing Management Policy (hereinafter also referred to as “Policy”) is to outline the procedures for managing Whistleblowing Reports, including the phases related to the reception, analysis, and resolution of such reports. This procedure defines the subject of the reports, the parties authorized to make the reports and the organizational structure, the roles and responsibilities that the Whistleblowers and the Group must comply with during the reporting and management process.

The Policy has been written in compliance with the Italian Whistleblowing Law, EU Directive 2019/1937 and all applicable Whistleblowing Laws, in the countries where the Group operates. With reference to the Group's Italian Companies, the Policy is to be understood as fully referred to in the Organizational Management Models for the purposes of Italian Legislative Decree 231/01 and also includes the procedures for reporting potential Violations of the Group's Code of Ethics.

2. Scope of Application

This procedure applies to the OTB Group, including all individuals envisaged by the Directive (EU) 2019/1937 of the European Parliament and of the Council, of October 23, 2019, on the protection of persons who report breaches of Union law (hereinafter also referred to as the “EU Whistleblowing Directive”) and all other applicable Whistleblowing Laws,, i.e., those who operate in the name and on behalf of OTB Group, such as executives, managers, collaborators and contractors under fixed-term contracts, or contingent workers, temporary workers, volunteers and trainees, shareholders as well as third parties such as example self-employed workers, freelancers, consultants and candidates.

3. General Principles

The persons involved in the activities regulated by this procedure must operate in compliance with the regulatory, organizational and power system based on the following principles:

Confidentiality

The identity of the Whistleblower, as well as that of the person reported and any other parties involved, as well as the content of the report and the related documents, must not be revealed to people not directly involved in the management of the report, unless prior consent has been obtained from such parties. Disclosure may only be allowed if strictly necessary for the management of the report and must be limited to the authorized personnel responsible for the management of the report, as described in this procedure. In these cases, the Whistleblower must be promptly informed and provide his/her express consent.

Confidentiality and anonymity are also respected through the adoption of a dedicated whistleblowing tool that guarantees encryption systems.

Transparency

The activities regulated by this procedure must ensure transparency in the performance of their duties and provide complete and truthful information.

Autonomy, Impartiality, Independence and Professionalism

Whistleblowing Reports must be managed in a way that ensures respect for the principles of autonomy, impartiality, independence and professionalism.

Truthfulness and Validity

The reports must concern information that the Whistleblower reasonably believes to be true.

Prohibition of Retaliation to protect Whistleblowers and Other Parties Involved

Retaliation is strictly forbidden when the Whistleblower submits a report in good faith and on the basis of well-founded reasons. This principle is governed by Article n. 19 of the EU Whistleblowing Directive and by all other applicable Whistleblowing Laws, which not only regulate but prevent any form of Retaliation against those who report potential violations. The primary objective of these provisions is to protect all individuals involved in the report from any form of unfair or harmful treatment.

The prohibition of Retaliation is valid when the Whistleblower has submitted the Whistleblowing Report based on well-founded reasons.

4. Definitions

OTB Group:

OTB SpA and all directly and indirectly controlled Companies.

Facilitator:

The person who assists the Whistleblower in the reporting process and who can operate both within and outside the work context and whose assistance must be kept confidential. For example, it could be the Whistleblowing Manager, the direct supervisor of the Whistleblower, the Human Resources Manager, a colleague, a third party or any other figure within or outside the organization. Like the Whistleblower, the Facilitator is protected under the paragraph “11. Confidentiality” of this procedure.

Primary Whistleblowing Manager:

Whistleblowing Manager who assumes the role of Internal Channel Manager.

Deputy Whistleblowing:

Manager Whistleblowing Manager who assumes the role of Internal Channel Manager in case of conflict of interest with the Primary Whistleblowing Manager.

OTB Group Internal Audit:

The Internal Audit function of the OTB Group that acts as the Primary Whistleblowing Manager, as further detailed in paragraph “5. Roles and Responsibilities” of this procedure.

Supervisory Body:

Autonomous body responsible for supervising and monitoring unlawful behaviors under Italian Legislative Decree n. 231/2001.

President of the Supervisory Body:

The President of the Supervisory Body appointed under Art. 6 of Italian Legislative Decree n. 231/2001. For details, see the paragraph "5. Roles and Responsibilities” of this procedure.

Local Legal Offices:

Specialized legal division within the Company of the OTB Group, where it does not exist, carried out by the Finance Function, which deals with specific legal issues of a particular geographic region or operational area. For details, see the paragraph "5. Roles and Responsibilities” of this procedure.

OTB Group Legal Office:

The central legal division of the OTB Group that manages legal issues, problems and affairs on a global or international scale. For details, see the paragraph "5. Roles and Responsibilities” of this procedure.

Person Concerned:

An individual or legal entity or a corporate body referred to in the Whistleblower's Report to which the alleged violation can be attributed or as a person otherwise involved.

Retaliation:

Any conduct, act or omission, even if only attempted or threatened, committed against a person who has submitted a report and which can cause him/her, directly or indirectly, unfair damage.

Whistleblower:

Anyone who reports a suspected violation or illegal practice they have become aware of in the course of their work activities.

Whistleblowing Report:

A communication, made in written or oral form, related to a suspected violation, as better specified in paragraphs 6, 7 and 8 of this procedure.

Italian Whistleblowing Law:

Italian Legislative Decree of March 10, 2023, No. 24, which implements Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, concerning the protection of individuals reporting violations of Union law and containing provisions regarding the protection of individuals reporting violations of national legal provisions.

EU Whistleblowing Directive:

Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, concerning the protection of persons reporting breaches of Union law.

French Whistleblowing Law:

Loi n° 2022-401 du 21 mars 2022 visant à améliorer la protection des lanceurs d’alerte.

Spanish Whistleblowing Law:

Ley 2/2023, de 20 de febrero, reguladora de la protección de las personas que informen sobre infracciones normativas y de lucha contra la corrupción.

English Whistleblowing Law:

s.43K of the Employment Rights Act 1996.

German Whistleblowing Law:

Whistleblower Protection Act (Hinweisgeberschutzgesetz).

Dutch Whistleblowing Law:

Dutch Whistleblowing Protection Act.

Other Whistleblowing Laws:

All other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based.

Third Parties:

Self-employed and temporary workers, collaborators, freelancers, consultants
people whose employment relationship has yet to begin and who have acquired information about violations during the hiring process;
former employees or partners of OTB or its subsidiaries who became aware of violations during their employment relationship with the Company.

Violations under the EU Whistleblowing Directive:

Behaviors, acts or omissions that harm the company and may consist of:

illegal activities that fall within the scope of application of European Union or national acts;
violations that harm the financial interests of the European Union;
violations concerning the internal market, as referred to in Article 26(2) TFEU including violations of EU regulations on competition and state aid;
acts or behaviors that frustrate the purpose or objective of the provisions of the Union's acts in the sectors indicated in the previous points;
violations of local regulations on corporate responsibility, for example, in Italy under Legislative Decree n. 231/2001. For all violations not explicitly mentioned here, reference should be made to the local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based).

Part II – REPORTING PROCESS

5. Roles and Responsibilities

Primary and Deputy Whistleblowing Manager

The Whistleblowing Manager assumes the role of Internal Channel Manager under the EU Whistleblowing Directive.

The Whistleblowing Manager is responsible for the following activities:

a) issuing the Whistleblower the receipt of the report within seven days from the date of receipt;

b) maintaining interactions with the Whistleblower and, if necessary, asking for additional information;

c) diligently following up on the received reports;

d) providing feedback on the report within 3 months from the receipt notice or, if no notice has been sent, within 3 months from the expiration of the seven-day period from the report;

e) providing clear information on the channel, procedures and methods for making internal reports, as well as on the channel, procedures and methods for making external reports.

In particular, the Whistleblowing Manager, in carrying out his or her functions, deals with:

monitoring the whistleblowing process, ensuring periodic updates on its status and that of the reporting channels, where appropriate;
diligently following up on the received reports, coordinating all the actors involved in the whistleblowing management process;
evaluating the admissibility of the report, also with the support of external consultants, for reports under the EU Whistleblowing Directive and all other applicable Whistleblowing Laws, and for the Italian Companies, with the support of the Supervisory Body for reports under Italian Legislative Decree n. 231/2001, in order to verify that it does not have a manifest unfoundedness or a generic content;
initiating the internal investigation, in case of admissible reports, with the support of managers of other internal functions and/or external consultants, identifying the subjects in charge of conducting the investigations, assessing the correctness and reliability of the reported facts;
providing feedback to the Whistleblower as provided by EU Whistleblowing Directive and all other applicable Whistleblowing Laws.

Below are the details of the individuals designated as Whistleblowing Manager for the different types of OTB Group companies.

5.1 OTB S.p.A. and Italian Subsidiaries of the OTB Group

The OTB Group Internal Audit function (Primary Whistleblowing Manager) and the OTB Group Legal Office (Deputy Whistleblowing Manager) assume the role of Whistleblowing Manager (Internal Channel Manager) for the Italian subsidiaries of the Group. If the report is relevant for the purposes of Italian Legislative Decree n. 231/2001, the Whistleblowing Manager notifies the President of the Supervisory Body of the company concerned by the report, so that he can assist the Whistleblowing Manager in carrying out the necessary investigations.

In case of a conflict of interest, i.e. if the report concerns the Primary Whistleblowing Manager or one of his/her collaborators, the function responsible for managing the Internal Channel is represented by the other Whistleblowing Manager not in conflict (Deputy Whistleblowing Manager).

5.2 European Companies of the OTB Group

The OTB Group Internal Audit function (Primary Whistleblowing Manager) and the Local Legal Office of the company concerned by the report (Deputy Whistleblowing Manager) assume the role of Whistleblowing Manager (Internal Channel Manager) for the European companies of the Group.

In case of a conflict of interest, i.e. if the report concerns the Primary Whistleblowing Manager or one of his/her collaborators, the function responsible for managing the Internal Channel, along with the other Whistleblowing Manager not in conflict, is represented by the OTB Group Legal Office (Deputy Whistleblowing Manager).

5.3 Non-European Companies of the OTB Group (USA, APAC, JP and KOREA)

In the event of a conflict of interest, i.e. if the report concerns the Primary Whistleblowing Manager or one of his/her collaborators, the function responsible for managing the Internal Channel, together with the other Whistleblowing Manager not in conflict, is represented by the Human Resources (HR Regional Officer) manager of the interested Region (Deputy Whistleblowing Manager), with consequent reporting to the Chief People & Organization Officer of the OTB Group.

6. Reporting

The following violations can be reported in accordance with the EU Whistleblowing Directive:

1) significant illegal conduct pursuant to Italian Legislative Decree 8 June 2001, n. 231, or violations of the Organizational, Management and Control Model adopted by the company in compliance with the aforementioned legislation, which do not fall under numbers 3), 4), 5) and 6) or in the case of violations of foreign laws concerning the administrative liability of entities or the prevention of offenses, as well as violations of OTB's Organizational Model or Code of Ethics and/or internal norms/procedures, codes of conduct, and organizational models adopted by other companies within the OTB Group;

2) offences that fall within the scope of the acts of the European Union or national acts or of the national acts that constitute implementation of the acts of the European Union indicated in the annex to EU Whistleblowing Directive, relating to the following sectors: public procurement; services, products and financial markets and prevention of money laundering and terrorist financing; product safety and compliance; transport safety; environmental protection; radioprotection and nuclear safety; food and feed safety and animal health and welfare; public health; consumer protection; privacy protection and personal data protection and network and information systems security;

3) acts or omissions that harm the financial interests of the Union referred to in Article 325 of the Treaty on the Functioning of the European Union specified in the relevant derived law of the European Union; consider, by way of example, the case where a company of the OTB Group commits tax fraud in order to evade taxes;

4) acts or omissions concerning the internal market, referred to in Article 26, paragraph 2, of the Treaty on the Functioning of the European Union, including violations of European Union rules on competition and state aid, as well as violations concerning the internal market related to acts that violate the rules on corporate tax or mechanisms whose purpose is to obtain a tax advantage that undermines the object or purpose of the applicable legislation on corporate tax;

5) acts or behaviors that undermine the object or purpose of the provisions of the acts of the Union in the sectors indicated in numbers 2), 3) and 4);

6) violations of the Group's Ethical Code; in such cases, vision of the aforementioned document is recommended in order to understand in detail the areas of possible reports and their respective modalities.

For all violations not explicitly mentioned here, reference should be made to the local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based).

The information related to violations must concern behaviors, acts or omissions that the Whistleblower has become aware of in the course of his/her work activity.

Not included among the violations that must be reported through the established channels are:

complaints, disputes or requests related to a personal interest of the Whistleblower, such as matters exclusively concerning their personal employment relationship with colleagues;
information clearly lacking foundation;
information that is already available and in the public domain;
information obtained based on speculations or unreliable gossip (e.g. "rumors");
violations already regulated by other European Union or National Acts;
violations in matters of national security and contracts related to defense or national security, unless these aspects fall within the relevant derived law of the European Union.

To be admissible, the report must not only meet the aforementioned objective requirements, but must also be as precise and detailed as possible.

In particular, it must be clear:

the circumstances of time and place where the reported fact occurred;
the description of the fact;
the generalities or other elements that allow identifying the subject to whom the reported fact can be attributed.

It is also useful to attach any documentation that can provide elements of the foundation of the facts subject of the report.

7. Whistleblower

Violations referred to the EU Whistleblowing Directive and to the other applicable Whistleblowing Laws can be reported by:

all collaborators of the OTB Group, as well as temporary workers or those performing occasional services, volunteers and interns;
staff with representative, administrative or managerial functions, or who exercise the management and control of business activities;
subordinate workers, autonomous workers, outsourced workers, collaborators, freelancers, suppliers of goods and services, consultants;
individuals whose employment relationship with the Company or the Group has yet to begin and who have become aware of information on violations during the hiring process;
former collaborators or partners of the OTB Group who have become aware of violations during their previous employment relationship with the Company/Group.

Those who make a report under the EU Whistleblowing Directive and the other applicable Whistleblowing Laws, as described in this document, are granted the protection rights provided by said legislation and illustrated in Part III of this procedure.

8. Whistleblowing Channels

The OTB Group has established an internal reporting system for the submission of reports related to violations under EU Whistleblowing Directive and all other applicable Whistleblowing Laws, including violations referred to in Italian Legislative Decree n. 231/2001, where applicable. Reports can be submitted using the digital reporting platform available from a computer or mobile phone at the links listed in the table below (Table 1), 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.

Table 1- Links to the whistleblowing management platform

Company / Tool access link:

OTB SpA, BVX Srl, OTB Foundation / https://OTB.integrityline.com

Diesel SpA, Diesel Italia Srl / https://Diesel.integrityline.com

Marni Group Srl / https://Marni.integrityline.com

Jil Sander SpA / https://Jil-Sander.integrityline.com

Margiela SAS Italian branch / https://Margiela.integrityline.com

Staff International SpA, Props Vigevano Srl Frassineti Srl / https://STAFF INTERNATIONAL.integrityline.com

Brave KID Srl / https://Brave Kid.integrityline.com

With reference to the Group's foreign companies, please refer to the reporting channel provided in the Group’s Ethical Code available on the web site of OTB.

The Whistleblower may choose to submit the report either anonymously or by voluntarily providing his/her personal data. If the Whistleblower decides to proceed with the report in an anonymous form, in order to ensure his/her anonymity, the Whistleblower must remember the ID code of the report generated by the system at the time of submission and the password, as the platform does not record the login. In case of loss of credentials, it will not be possible to recover the report's flow. In such case, it will be up to the Whistleblower to regularly access the platform to view updates related to his/her report. The Whistleblowing Manager may need to obtain information about the identity of the Whistleblower to conduct appropriate investigations, in which case he/she can ask the Whistleblower to provide his/her data. If the Whistleblower decides to remain anonymous, the report will not be followed up and will not be considered by the Whistleblowing Manager. This decision will be communicated to the Whistleblower through a closure notice of the report.

With regard to reports related to violations involving OTB Group, the Whistleblower may also submit his/her report through External Reporting Channels established by Public Authorities designated by the respective Member States of the European Union. Access to External Reporting Channels is, however, allowed only for the Relevant Violations and under the conditions provided by the Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and Other Whistleblowing Laws, as described below:

the internal channel is not active or does not guarantee the confidentiality of the Whistleblower;
the report made through the internal channel has not been followed up by the Whistleblowing Manager within the prescribed terms or has not been adequately addressed;
the Whistleblower has reasonable grounds to believe that the report made through the internal channel will not be effectively followed up or will pose a risk of Retaliation;
the Whistleblower has reasonable grounds to believe that the violation may constitute an imminent or manifest danger to the public interest (e.g., health and safety or environmental danger).

Public disclosure (through the press or electronic media or otherwise by means accessible to the public that can reach a large number of people) may only be used in the following cases:

the Whistleblower has already made an internal or external report that has not been followed up within the prescribed period;
the Whistleblower has reasonable grounds to believe that the violation may constitute an imminent or manifest danger to the public interest;
the Whistleblower has reasonable grounds to believe that, in the event of an external report, there is a risk of retaliation or that the report may not be effectively followed up due to specific circumstances, such as those where evidence can be concealed or destroyed, or where the people who received the report may be colluding with the author of the violation or involved in the violation.

When the above-mentioned reporting channels are used, the Whistleblowers have the opportunity to avail themselves of the support of a designated person who assists them during the process, who assumes the role of Facilitator. In particular, the Whistleblowers have the autonomy to appoint a Facilitator, who can be chosen from internal and/or external individuals to the company, as deemed useful by the Whistleblower. By way of example, but not exhaustively, the role of Facilitator can be assigned to the Whistleblowing Manager, the direct supervisor, the Human Resources manager, a colleague, a third party, or any other internal or external individual to the company.

For all channels not explicitly mentioned here, reference should be made to the local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based).

9. Whistleblowing Management

The internal reports received through the channels described in the previous paragraph will be managed as described below.

a. Receipt of Reports

This activity is carried out and coordinated by the Whistleblowing Manager, who must communicate to the Whistleblower, within 7 days from receipt, the successful receipt of the report.

This information is accessible by the Whistleblower via an automatic notification email - sent through the digital reporting platform- which is sent at every update of the report status. The Whistleblower can access through the direct link to the digital platform received with the notification email to the report and check its progress status. This procedure is applicable if the Whistleblower voluntarily provides his/her personal data. If the Whistleblower decides to proceed with the report in an anonymous form it will be up to the Whistleblower to regularly access the platform to view updates related to his/her report. In this last case, the Whistleblower can independently access the platform at any time, by entering the ID code of the report generated by the system at the time of sending the report and the chosen password, in order to monitor the progress of the report and interact with the Whistleblowing Manager to provide further details/information. It is specified that, in case of loss of the report ID code, it will not be possible to recover it and it will be necessary to open a new report. Therefore, it is recommended to memorize and carefully keep this code.

If the report is received from a subject external to the identified and authorized reporting channels, who will be identified as Facilitator, the same must transmit it within 7 days to the competent subject through the reporting channels indicated in this document, giving simultaneous communication to the Whistleblower.

b. Evaluation of the admissibility of the report

This task is carried out by the Whistleblowing Manager, also in collaboration, where deemed appropriate, with external consultants, for reports falling within the EU Whistleblowing Directive and the other applicable Whistleblowing Laws and with the involvement of the Supervisory Body of the company concerned by the report for the reports falling within the Italian Legislative Decree n. 231/2001.

This phase aims to:

verify that the report has been submitted in accordance with the provisions of this document;
evaluate the content of the report to verify whether the requirements are met to fall into one of the cases governed by this document (violations under the EU Whistleblowing Directive and the other applicable Whistleblowing Laws, the Italian Legislative Decree n. 231/2001, etc.);
establish a dialogue with the Whistleblower and, where deemed necessary, request additional information or clarifications.

Therefore, the Whistleblowing Manager, with the support of the Supervisory Body in the case of significant reports under the Italian Legislative Decree n. 231/2001, evaluates the admissibility of the report based on its alignment with the guidelines indicated in this document, subsequently informing the Whistleblower. The Whistleblower can stay informed through automatic notifications sent by email from the digital whistleblowing platform, which provides updates on the status of the report. By accessing the link provided in the automatic response email, the Whistleblower can check the current status of the report. If the Whistleblower decides to proceed with the report in an anonymous form it will be up to theWhistleblower to regularly access the platform to view updates related to his/her report. In this case, the Whistleblower can access the platform independently and at any time, entering the ID code of the report generated by the system at the time of sending the report and the chosen password, in order to monitor the progress of the report and interact with the Whistleblowing Manager to provide additional details/information.

Following the verification of the suitability of the report, the Whistleblowing Manager identifies the subjects who must participate in the subsequent investigative phase and provides them with essential information to initiate the investigation process.

In this regard, it is specified that:

in the event that the report concerns a violation of Italian Legislative Decree n. 231/2001, the report will be managed by the Supervisory Body of the company affected by the report with the support of the OTB Group Internal Audit function (Primary Whistleblowing Manager) or the OTB Group Legal Office function (Deputy Whistleblowing Manager) in case of conflict of interest;
if the report concerns a violation under the EU Whistleblowing Directive and other applicable Whistleblowing Laws, the report will be managed by the Whistleblowing Manager (who can be identified as a different person depending on the region where the company is located, as reported in paragraph 5 of this document), in line with the provisions referred to in the paragraphs "Investigation" and Closure of the case” in this document.

c. Investigation

This phase is carried out and coordinated by various subjects, depending on the nature of the report:

in the case of reports that could concern a case governed by Italian Legislative Decree n. 231/2001, supervision of the investigation is entrusted to the Supervisory Body of the company affected by the report, while the Whistleblowing Manager has the task of activating the investigative process and ensuring compliance with the expected times;
for reports potentially falling within the scope of the EU Whistleblowing Directive and the other applicable Whistleblowing Laws, the Whistleblowing Manager, as identified in paragraph 5 "Roles and Responsibilities", supervises the investigation. It is up to the Whistleblowing Manager to start the investigation procedure and ensure its timely conclusion, involving and coordinating any collaborators and consultants for the conduct of the activity.

The subject responsible for the investigative phase is obliged to ensure the execution of inspection activities. In this phase, following the consent obtained from the Whistleblower (1), itis possible to rely on the operational and technical support of functions and/or external consultants previously identified.

The investigative process is aimed at conducting targeted investigations to identify, verify and evaluate all potential elements that may confirm the validity of the reported facts. This investigative phase must remain impartial towards the involved functions, the Whistleblower and the person subject of the report, and must be conducted without bias. In addition, the person subject of the report must have the opportunity to respond and receive assistance.

This phase must respect, among others, by way of example and not exhaustive, the following principles:

define and document clearly and completely the objective and scope;
ensure the security and confidentiality of the contents and documentation, as well as of the people involved;
handle personal data in compliance with data protection regulations (as indicated in paragraph 3 "General Principles" of this document);
maintain clear and unambiguous communication;
provide periodic updates to the Whistleblower about the progress of the report;
in addition, the involvement of Human Resources in the investigation phase is crucial to ensure the implementation of protection measures for both the Whistleblower and the reported subject, and to evaluate the implications from an employment law perspective.

(1) It is specified that the OTB Group for the purposes of managing the report, may need to make use of the operational and technical support of previously identified external functions and/or consultants in order to carry out specialized investigations about its report. It may then also be necessary to communicate to the third party company the name of the reporter and/or additional information from which the identity of that person could be inferred. In addition, under the EU Whistleblowing Directive and the other applicable Whistleblowing Laws, the consent of the whistleblower is required for the disclosure of the identity of the whistleblower, and of any other information from which such identity may be inferred, directly or indirectly, to persons other thanthose competent, according to the law, to receive or follow up on the reports. Failure to give consent will not affect the group's handling of the report, but in that case the effectiveness of investigative activity may be lessened.

d. Closure of the case

This phase is carried out and coordinated by the Whistleblowing Manager, with the support of the Supervisory Body in cases relevant under Italian Legislative Decree n. 231/2001, based on the subject of the report and the managers of the internal functions of the company and/or external consultants involved in the previous phases.

The closure phase determines the conclusion of the process.

A case is closed when no further actions are deemed necessary and it is not necessary to carry out further investigations.

In this phase, the following actions should be taken into consideration:

conclusion of the reporting process and communication of its outcome;
actions in response to any reports (for example, disciplinary actions);
communication to the personnel responsible for the support and protection of the Whistleblower and to the other parties involved;
identification of possible ongoing protection measures;
collection of suggestions from the Whistleblower and the other parties involved;
archiving of all documents collected in the previous phases.

If, during the evaluation phase, the violation is confirmed, the manager of the involved function, involved in the report, may be tasked with formulating an action plan for the areas and processes involved in the report.

Furthermore, the Whistleblowing Manager, with the assistance of the functions and/or consultants involved in the investigation, will proceed to:

formalize the necessary measures for the resolution of the violation;
identify the subject responsible for ensuring the correct implementation and monitoring of such measures;
receive continuous updates on the effectiveness of the monitoring measures;
involve the competent functions for the determination of disciplinary actions, if necessary;
involve the competent authorities, if deemed necessary.

At the end of the closing phase, the Whistleblowing Manager, in coordination with the Supervisory Body for relevant reports under the Italian Legislative Decree n. 231/2001 and depending on the nature of the report, will provide feedback on the report, assisted by the competent functions and/or consultants involved. The Whistleblower can access this information through automatic notifications sent by email from the digital reporting platform at each update of the report status. In particular, the Whistleblower can check the status of the report using the link provided by the digital platform. If the Whistleblower decides to proceed with the report in an anonymous form it will be up to the Whistleblower to regularly access the platform to view updates related to his/her report. In this case, the Whistleblower can independently access the platform at any time, by entering the ID code of the report generated by the system at the time of sending the report and the chosen password, in order to monitor the progress of the report and communicate with the Whistleblowing Manager to provide further details/information.

The feedback provided in the aforementioned communication must account for the outcome of the report and, in particular, for example, such communication can be:

filed due to lack of foundation, sufficient evidence or for other reasons;
concluded with the adoption of necessary measures to remedy the issue raised;
referred to a competent authority for further investigation.

The Whistleblowing Manager must provide an initial feedback, even if it's only provisional, to the Whistleblower within 3 months from the receipt of the report (or if no notice has been sent, within 3 months from the expiry of the seven-day period from the submission of the report).

10. Prohibition of Retaliation

The Whistleblower is protected from any Retaliation, direct or indirect, against him/her and from any form of discrimination for reasons directly or indirectly related to the report. The Retaliation can consist of any form of harmful behavior, such as, for example:

a) dismissal, suspension or equivalent measures;

b) demotion or failure to promote;

c) change of functions, change of workplace, salary reduction or change of working hours;

d) suspension of training or any restriction on access to it;

e) negative merit notes or negative references;

f) adoption of disciplinary measures or other sanction, even monetary;

g) coercion, intimidation, harassment or ostracism;

h) discrimination or otherwise unfavorable treatment;

i) failure to convert a fixed-term employment contract into a permanent employment contract, where the worker had a legitimate expectation of such conversion;

l) non-renewal or early termination of a fixed-term employment contract;

m) damages, even to the reputation of the person, in particular on social media, or economic or financial prejudices, including the loss of economic opportunities and loss of income;

n) placement on improper lists based on a formal or informal sectoral or industrial agreement, which may result in the person's inability to find employment in the sector or industry in the future;

o) early termination or cancellation of the contract for the supply of goods or services;

p) cancellation of a license or permit;

q) request for psychiatric or medical examinations.

It is specified that, under the EU Whistleblowing Directive and the other applicable Whistleblowing Laws, the protections and protective measures provided for the Whistleblower also apply to:

(a) facilitators;

b) persons in the same work environment as the Whistleblower, the person who has made a complaint to the judicial or accounting authorities, or the person who has made a public disclosure and who are related to them by a stable affective or kinship link within the fourth degree;

(c) to co-workers of the Whistleblower or the person who has made a complaint to the judicial or accounting authority or made a public disclosure, who work in the same work environment as the Whistleblower and who have a usual and current relationship with the said person;

(d) to entities owned by the Whistleblower or the person who made a complaint to the judicial or accounting authority or made a public disclosure, or for which the same persons work, as well as entities working in the same work environment as the Whistleblower.

For anything not explicitly mentioned here, reference should be made to the local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based).

PART III – FINAL PROVISIONS

11. Confidentiality

The identity of the Whistleblower and any information that could directly or indirectly reveal his/her identity will not be disclosed to persons other than those in charge of receiving and managing the reports, expressly authorized to process such data, without prior notice and consent obtained from the Whistleblower.

In particular, regarding the disclosure of the identity of the Whistleblower the following confidentiality measures are provided for:

- within the criminal proceeding, the identity of the Whistleblower is covered by secrecy, in the ways and within the limits provided for by the applicable code of criminal procedure;

- in disciplinary proceedings, the identity of the Whistleblower cannot be revealed if the contestation of the disciplinary charge is based on separate and additional findings, even if consequential to the report. If the contestation is based, in whole or in part, on the report and the knowledge of the identity of the Whistleblower is essential for the defense of the accused, the report will be usable for the purposes of the disciplinary procedure only in the presence of the express consent of the Whistleblower to the revelation of his/her own identity;

- the Whistleblower must receive a written communication explaining the reasons for the disclosure of confidential data, in the hypothesis referred to in the last sentence of the preceding paragraph , as well as in the internal and external reporting procedures referred to in this document, when the disclosure of the identity of the Whistleblower and the related information is also essential for the defense of the person involved.

With regard to the specific provisions on the disclosure of the Whistleblower's identity, please refer to local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based).

Confidentiality is also guaranteed:

- when the report is made following procedures different from those established by this procedure or is submitted to subjects other than those designated for the management of the reports;

- to the reported and to all other subjects involved in the reporting process.

In any case, it is recommended to always use the dedicated digital platform for the submission of reports, as this tool guarantees the respect and protection of the confidentiality of the reporter, the reported person and all those possibly involved in the report, thanks to the use of dedicated encryption tools.

PART III – FINAL PROVISIONS

11. Confidentiality

In particular, regarding the disclosure of the identity of the Whistleblower the following confidentiality measures are provided for:

within the criminal proceeding, the identity of the Whistleblower is covered by secrecy, in the ways and within the limits provided for by the applicable code of criminal procedure;
in disciplinary proceedings, the identity of the Whistleblower cannot be revealed if the contestation of the disciplinary charge is based on separate and additional findings, even if consequential to the report. If the contestation is based, in whole or in part, on the report and the knowledge of the identity of the Whistleblower is essential for the defense of the accused, the report will be usable for the purposes of the disciplinary procedure only in the presence of the express consent of the Whistleblower to the revelation of his/her own identity;
the Whistleblower must receive a written communication explaining the reasons for the disclosure of confidential data, in the hypothesis referred to in the last sentence of the preceding paragraph , as well as in the internal and external reporting procedures referred to in this document, when the disclosure of the identity of the Whistleblower and the related information is also essential for the defense of the person involved.

Confidentiality is also guaranteed:

when the report is made following procedures different from those established by this procedure or is submitted to subjects other than those designated for the management of the reports;
to the reported and to all other subjects involved in the reporting process.

the whistleblowing management system does not replace national legal obligations to report to competent authorities, where appropriate.

Furthermore, to enable Third Parties to be aware of this procedure, a special notice is provided on the website.

The information regarding the channels, procedures and methods for internal or external reports, or for public disclosure, must be clearly shared with

all individuals entitled to make a report.

The above information will be displayed and made clearly visible and accessible in workplaces and on the OTB website and its subsidiaries in a dedicated section.

15. Disciplinary Measures

In accordance with the applicable employment law, including collective labour contracts, as well as, for OTB Group companies that have adopted a Model 231, the sanction system provided therein, OTB reserves the right to initiate disciplinary actions if the Whistleblower is deemed criminally responsible, also, but not only, through a first instance judgement, for having presented false accusations or defamatory reports. This is particularly true in cases where the same crimes are committed in conjunction with the presentation of complaints to judicial or accounting authorities, or for civil liability resulting from the same crimes in case of malice or serious fault.

Furthermore, individuals who find themselves in the aforementioned situations do not have the right to the protections guaranteed by the same legislation.

Finally, if, as a result of the investigation and assessment process, the reported violation is ascertained, OTB reserves the right to initiate disciplinary action against the person reported or otherwise found responsible for the violation, in accordance with the provisions of the applicable labor law, including collective labour contracts, as well as, for OTB Group companies that have adopted a Model 231, the sanction system provided therein.

With regard to other specific provisions on the application of disciplinary measures, please refer to local regulations (i.e. Italian Whistleblowing Law, French Whistleblowing Law, Dutch Whistleblowing Law, English Whistleblowing Law, German Whistleblowing Law, Spanish Whistleblowing Law and all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based).

16. Rules and Regulations and Privacy

The following documents constitute the main regulatory framework and provide the relevant legal references that are the basis of this procedure and its processes:

EU Directive n. 1937/2019 regarding the protection of persons reporting breaches of Union law and related national transpositions
Italian Legislative Decree. n. 24/2023 "Implementation of the directive (EU) 2019/1937 of the European Parliament and of the Council, of 23 October 2019, regarding the protection of persons reporting breaches of Union law and containing provisions regarding the protection of persons reporting breaches of national regulatory provisions”;
Loi n° 2022-401 du 21 mars 2022 visant à améliorer la protection des lanceurs d’alerte;
Ley 2/2023, de 20 de febrero, reguladora de la protección de las personas que informen sobre infracciones normativas y de lucha contra la corrupción;
the English s.43K of the Employment Rights Act 1996;
the German Whistleblower Protection Act (Hinweisgeberschutzgesetz);
the Dutch Whistleblowing Protection Act
all other laws governing the protection of individuals making reports of violations of current laws in the countries where the OTB Group Companies are based;
other Italian laws related to the Organizational, Management and Control Model (pursuant to Italian Legislative Decree n. 231/2001 "Administrative responsibility of legal persons");
ISO 37002 International "Whistleblowing management systems";
EU Regulation n. 679/2016 "General Data Protection Regulation - GDPR" and national transpositions.

All personal data that are not useful for the management of a specific report should not be collected. If collected incidentally, such data must be deleted without delay.

The processing of personal data will be managed in compliance with EU Regulation 2016/679 (GDPR), as well as all other applicable laws and regulations.

When the report is not anonymous, the personal data of the Whistleblower will be processed together with that of the interested party/parties and/or any third parties, as well as all further information collected during the investigation, in order to evaluate and verify the validity of the report (2).

The Data Controller will be each company of the OTB Group to which the Whistleblower and/or the Person Concerned belongs, while the controlling company will act as data processor.

If the exercise of the rights granted by Section III of the GDPR could cause actual and tangible harm to the confidentiality of the Whistleblower’s identity and could compromise the ability to effectively verify the validity of the report, or to gather the necessary evidence, it may be possible to limit or delay such exercise, in accordance with applicable legal provisions. In no case can the interested party or third parties exercise the right of access to obtain information about the identity of the Whistleblower.

The OTB Group reserves the right to evaluate, on a case-by-case basis, the circumstances and specific conditions that make it appropriate to duly inform the interested party about the conclusion of the verification procedure, in order to prevent abuses and ensure the protection of the rights of the interested party.

(2) It is specified that the OTB Group for the purposes of managing the report, may need to make use of the operational and technical support of previously identified external functions and/or consultants in order to carry out specialized investigations about its report. It may then also be necessary to communicate to the third party company the name of the reporter and/or additional information from which the identity of that person could be inferred. In addition, under the EU Whistleblowing Directive and the other applicable Whistleblowing Laws, the consent of the whistleblower is required for the disclosure of the identity of the whistleblower, and of any other information from which such identity may be inferred, directly or indirectly, to persons other than those competent, according to the law, to receive or follow up on the reports. Failure to give consent will not affect the group's handling of the report, but in that case the effectiveness of investigative activity may be lessened.

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