Ethical code

1. INTRODUCTION

   This Code of Ethics, approved by the Company's Board of Directors on [*], is an integral and substantial part of the organisation, management and control model pursuant to Legislative Decree 231/01 of the Company itself, and contains the general ethical values which, together with the legal, regulatory and contractual provisions, represent the directions that must be analysed in the behavioural principles and in the control protocols to monitor the risks and offenses presented in the Special Sections of the model and replaces the Code of Ethics previously in force.

   The ethical principles of behaviour contained in this document therefore characterise the Company's activities and guide the company organisation, in the sense of giving a programmatic directions that are binding.

   In line with the provisions of the Confindustria Guidelines, the choice adopted by the Company was to combine ethical values of a broader and more general scope with a set of ethical principles that meet the specific requirements contained in the Legislative Decree and are in particular aimed at preventing committing the offenses envisaged by the same.

   The Code of Ethics is therefore structured into a first part containing the general and fundamental ethical values, followed by the ethical principles of conduct relating to the individual types of offenses considered relevant for the Company, grouped for ease of presentation in accordance with the Special Parts of the model.

2. RECIPIENTS OF THE CODE OF ETHICS

   The recipients (hereinafter the "Recipients") of the Company's Code of Ethics and commit to respect its content:

   • the directors and managers of the Company (the "top management");
   • the employees of the Company (the internal subjects under the direction of others).

   By virtue of specific acceptance or the specific contractual clauses, the following external parties (hereinafter the "External Parties") may be recipients of specific obligations for compliance with the content of the Code of Ethics:

   • collaborators, consultants and in general those who carry out self-employment activities;
   • suppliers and any partners (also in the form of a temporary association of companies, including agency and joint-venture companies);

   to the extent that they operate on behalf or in the interest of the Company in the areas of activity identified as sensitive within the organisation, management and control model.

   The External Parties thus defined must also include those who, although they have a contractual relationship with other companies of the Aeffe Group, essentially operate in a significant and/or continuous manner on behalf or in the interest of the Company.

   Compliance with the principles contained in the Code of Ethics is a moral duty of the Recipients in order to pursue the corporate objectives according to the fundamental values of integrity, transparency, legality, impartiality and prudence, in full compliance with the national and international legislation.

   In particular, the same Recipients are asked to:

   • align their behaviour to the provisions of the Code of Ethics;
   • immediately inform the Supervisory Body of any violations of the ethical principles of conduct, as soon as they become aware of them;
   • request, if necessary, interpretations or clarifications on the ethical principles of behaviour defined below.

3. GENERAL AND FUNDAMENTAL ETHICAL VALUES

   In achieving its objectives, the Company recognises the following general and fundamental ethical values that are binding for the Recipients:

   • Integrity: the activities are managed in a professional and responsible manner, in order to resolve the situations in which potential conflicts may arise, ensuring that conduct is characterised by honesty, morality and fairness and is perceived as such;
   • Transparency: the commitment to provide clear, complete, timely and truthful information is guaranteed in the Company's internal and external relations with the various stakeholders;
   • Legality: behaviour is bound, in the decision and implementation phase, to full compliance with internal procedures, all applicable national and international regulations, as well as the regulations defined by the Supervisory Authorities;
   • Impartiality: decisions and behaviours are implemented in full respect of the personal characteristics of each one, encouraging and rewarding integrity and a sense of responsibility, respecting diversity and repudiating any possible discrimination based on age, health, sex, religion, race, sexual orientation, political and cultural views, as well as personal or social status;
   • Prudence: the activities are managed with full awareness of the risks and with the aim of sound management of the same; this takes the form of prudent behaviour, especially when one's actions and decisions may result in damage to people and property.

   In no case can the pursuit of the interest or advantage of the Company justify unethical or dishonest or illegal conduct.

4. THE ETHICAL PRINCIPLES OF CONDUCT RELATING TO INDIVIDUAL OFFENSES

   In achieving its objectives, the Company recognises the following ethical principles of conduct relating to the individual types of offense ¹ , which are binding on the Recipients.

   1. OFFENSES AGAINST THE PUBLIC ADMINISTRATION

      According to their role and responsibility, each Recipient must:

      1. Respect, in every relationship established, the regularity of administrative procedures and the proper functioning of the activities of the Public Administration, with formal and substantial respect for the financial interests of the same;
      2. Ensure and promote, through its conduct, the impartiality of evaluation, procedure and judgment of the Public Administration;
      3. Observe the applicable legal provisions in compliance with the principles of transparency, honesty, and fairness in conduct, in order to guarantee maximum clarity in the context of institutional relations, avoiding compromising the integrity and reputation of the Company itself.

   2. COMPUTER OFFENSES AND UNLAWFUL PROCESSING OF DATA

      According to their role and responsibility, each Recipient must:

      1. Ensure and promote the integrity and protection of data and information stored electronically, guaranteeing individual privileges of access to data and information consistent with the role and responsibilities of each;
      2. Ensure and promote the correct recording of every action, operation or transaction performed in the company computer system, according to the criteria indicated by the law and the applicable accounting principles.

   3. ORGANISED CRIME OFFENSES

      According to their role and responsibility, each Recipient must:

      1. Ensure adequate prevention for the risk of criminal infiltration and promote the adoption of methods for assessing the reliability of the various subjects (individuals or entities) who have relations with the Company.

   4. FORGERY OF COINS, PUBLIC CREDIT CARDS, REVENUE STAMPS AND IDENTIFICATION INSTRUMENTS OR MARKS

      According to their role and responsibility, each Recipient must:

      1. Ensure adequate cooperation with the competent authorities in the prevention, countering and repression of phenomena concerning the counterfeiting and falsification of banknotes, coins and any other means of payment;
      2. Ensure adequate cooperation with the competent authorities in the prevention, countering and repression of phenomena concerning the counterfeiting and falsification of trademarks or other distinctive signs.

   5. OFFENSES AGAINST INDUSTRY AND COMMERCE

      According to their role and responsibility, each Recipient must:

      1. promote the exercise of commercial practices according to the principles of good faith, fairness and loyalty and ensure adequate information and correct product advertising, aimed at protecting the trust placed by contractual counterparties and consumers.

   6. CORPORATE OFFENSES

      According to their role and responsibility, each Recipient must:

      1. ensure the adequacy and effectiveness of the administrative-accounting system, to help prepare and communicate accurate and complete economic, equity and financial data to the market, aimed at a clear, truthful and correct representation of management events;
      2. promote the establishment and use of suitable tools to identify, prevent and manage risks relating to financial reporting, as well as fraud and misconduct;
      3. promote and ensure the legality of the acts, in carrying out corporate transactions and in relations with the Supervisory Authorities and the market;
      4. promote and ensure compliance with the principles of free competition and correct market performance in the selection of contractual counterparties, in bargaining and in the conclusion of commercial transactions and contractual agreements.

   7. OFFENSES OF TERRORISM OR SUBVERTING THE DEMOCRATIC ORDER

      According to their role and responsibility, each Recipient must:

      1. to refuse and to commit to oppose the diffusion of ideas and the carrying out of actions aimed at the spreading of terror or the subversion of the constitutional democratic order;
      2. to ensure and promote the protection of democratic values and respect for the State, the Constitution and Public Institutions as fundamental values of our legal system.

   8. FEMALE GENITAL ORGAN MUTILATION PRACTICES

      According to their role and responsibility, each Recipient must:

      1. ensure and promote the protection of people's health and physical integrity, as fundamental assets of the individual.

   9. OFFENSES AGAINST INDIVIDUAL PERSONALITY

      According to their role and responsibility, each Recipient must:

      1. ensure and promote the protection of individual freedom and human dignity, as fundamental goods through which human personality is expressed;
      2. refuse and commit to combating child labour and exploitation, including by refusing to enter into contract with third parties who make use of them;
      3. refuse and commit to combating the exploitation of labour and the use of degrading practices such as to compromise the psychophysical health of workers, including through the refusal to enter into contract with third parties who use them;
      4. refrain from any discriminatory conduct in relation to race, sex, religious beliefs, nationality, age, sexual orientation, disability, language, political and trade union opinions or other personal characteristics unrelated to work.

   10. MARKET ABUSE OFFENSES

       According to their role and responsibility, each Recipient must:

       1. ensure and promote the utmost confidentiality with reference to confidential/reserved information acquired during the performance of the assignment given by the various partners, especially if relating to listed issuers, guaranteeing its use only for the purposes for which it was legitimate to access them.

   11. OFFENSES (MANSLAUGHTER AND NEGLIGENTLY CAUSING SERIOUS OR GRIEVOUS BODILY HARM) COMMITTED BECAUSE OF VIOLATIONS OF OCCUPATIONAL HEALTH AND SAFETY REGULATIONS

       According to their role and responsibility, each Recipient must:

       1. commit to providing a healthy and safe workplace for its employees, customers, suppliers, collaborators and for anyone present in the Company offices and/or plants, with particular attention to the prevention of accidents, occupational diseases and minimising risks;
       2. seek the continuous improvement of occupational health and safety performance, establishing periodically reviewed objectives and targets, aimed in particular at the prevention of accidents and occupational diseases;
       3. commit to comply with the legislation and regulations in force, the provisions and voluntary agreements signed, cooperating with institutions, local authorities and industrial organisations.
       4. promote internal and external communication, involving, consulting and empowering workers at all levels and anyone who works in company activities, through awareness-raising, information and training programmes.

   12. OFFENSES OF RECEIVING STOLEN GOODS, MONEY LAUNDERING AND USE OF MONEY, GOODS OR UTILITIES OF ILLICIT ORIGIN

       According to their role and responsibility, each Recipient must:

       1. ensure and promote adequate traceability of financial flows, in full and diligent compliance with the legislation to prevent money laundering phenomena;
       2. ensure and promote the accurate verification of the moral integrity, reputation and good name of suppliers or any partners in business relations, before establishing relationships or signing agreements.

   13. COPYRIGHT INFRINGEMENT OFFENSES

       According to their role and responsibility, each Recipient must:

       1. respect and promote the dissemination of a corporate culture attentive to respect for intellectual property and copyright, discouraging and reporting any violations of sector legislation;
       2. promote the correct use of intellectual works of a creative nature, as well as computer programs and databases.

   14. INDUCEMENT NOT TO MAKE STATEMENTS OR TO MAKE FALSE STATEMENTS TO THE COURT

       According to their role and responsibility, each Recipient must:

       1. ensure and promote correct, transparent and collaborative behaviour in relations with the judicial police bodies and with the investigating and judging judicial authority.

   15. ENVIRONMENTAL OFFENSES

       According to their role and responsibility, each Recipient must:

       1. ensure and promote environmental protection, as a fundamental asset for the community, through continuous improvement and the continuous search for eco-sustainable operating methods.

   16. EMPLOYMENT OF THIRD-COUNTRY NATIONALS WHO ARE STAYING IN THE COUNTRY ILLEGALLY

       According to their role and responsibility, each Recipient must:

       1. counteract the phenomena of undeclared work and irregular immigration, favouring the integration and training of foreign workers in possession of a regular residence permit.

   17. TRANSNATIONAL OFFENSES

       According to their role and responsibility, each Recipient must:

       1. ensure and promote correct, transparent and collaborative behaviour in relations with the judicial police bodies and with the investigating and judging judicial authority.

5. THE DISCIPLINARY AND SANCTION SYSTEM

   Violations of the Code of Ethics are subject to the provisions set out in the disciplinary and sanction system presented in the General Part of the organisation, management and control model adopted pursuant to Legislative Decree 231/01 by the Company.

6. THE ADOPTION AND DISSEMINATION OF THE CODE OF ETHICS

   The Code of Ethics is adopted by resolution of the Company's Board of Directors.

   Each update will be adopted with a subsequent resolution of the Board of Directors, also possibly on the proposal of the Supervisory Body, which should become necessary as a result of:

   • significant violations of the provisions of the model adopted;
   • significant changes in the organisational structure of the Company, or in the methods of carrying out company activities;
   • regulatory changes, primarily following the legislative integration of the numerus clausus of the predicate offenses.

   It is the responsibility of the Board of Directors to ensure that the principles contained in the Code of Ethics are communicated to all Recipients and are understood and respected by them.

   Recipients are required to read and ensure full understanding of the content of the Code of Ethics. In particular, the directors and managers of the Company have the responsibility to create a culture that is founded on the principles contained in the Code of Ethics, promoting awareness and encouraging commitment to them.