PRADA GROUP
CODE OF ETHICSINDEX

Introduction												2
1Sphere of application and addressees								3

2.

Ethical principles											3

3.

2.1

Application of the ethical principles: obligations of the addressees			4

2.2

Value of the person and of human resources						

5

2.3Confidentiality										62.4Correctness and transparency of the accounting and internal control			7

Relations with third par ties										73.1Relations with customers								83.2Relations with suppliers and external consultants					

3.3Relations with the public sector							83.4Relations with the judiciary and other institutional authorities				9

3.5

Relations with political organisations and trade unions					

9

3.6Relations with other interlocutors							93.6.1Sponsorship										103.7		Relations with shareholders and operations with related par ties			

8

10

4.

External communications										105.

Violations and sanctionary consequences								106.

Approval of the Code of Ethics and related amendments						

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11INTRODUCTIONPRADA spa, the operating holding company of the PRADA Group (hereinafter the “PRADA Group” or simply
the “Group”), active in the luxury goods sector, and in par ticular in the creation, production, promotion anddistribution of superior bags and accessories, clothing, footwear, eyewear and cosmetics, has always based
the conduct of its activities on principles of ethical integrity. In fur therance there of, PRADA spa considers
it appropriate to provide the Company itself, and the Group, with a code (hereinafter “Code of Ethics”) that
expresses these values and establishes the principles and rules of conduct deriving from them. The corporate
bodies, the management, the employees, the external collaborators and any other individual or entity that cooperates with the PRADA Group in any manner whatsoever, are required to abide by the rules of this Code.

The Code of Ethics of PRADA spa and the companies of the Group, therefore, comprises the principles and thegeneral rules of conduct which must be observed in order to guarantee the good functioning, reliability andreputation of PRADA spa and of the companies directly or indirectly affiliated to the same.

PRADA spa, like all the companies of the Group, is par ticularly concerned to promote the application of theprinciples contained in the Code of Ethics to its activity, in the conviction that ethics in the conduct of businessis at the basis of the success of the enterprise and represents the best expression of its image, an element which
is a primary and essential value for the Group.

In drafting the Code of Ethics, PRADA spa has also taken into consideration the prevention and countering of
criminal offences to which all Italian companies are subject pursuant to Legislative Decree no 231 of 8 June 2001
of Italy governing the administrative liability of legal entities (hereinafter also the “Decree”). Hence the Code of
Ethics represents a fundamental component of suppor t for the Organisational, Management and Control Model
adopted by PRADA spa in compliance with the above-mentioned law for the prevention of offences as envisioned
in the Decree.

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1.

SPHERE OF APPLICATION AND ADDRESSEESThis Code of Ethics is addressed to all corporate bodies and the components of the same, to the management,
the employees, the external collaborators, the consultants and assistants of any kind, the agents, proxies and anyother entity that may act in the name and on behalf of PRADA spa and, in general, to all those with whom PRADA
spa and the other companies of the Group may come into contact in the course of their activity (hereinafter the“Addressees”).
The PRADA Group considers compliance with the laws and regulations applicable in all the countries in which it
operates, and correctness and transparency in the conduct of business, as an essential principle of its activity.
Consequently, the PRADA Group fosters the creation of an environment characterised by a strong sense of ethicalintegrity, in the conviction that this also makes a decisive contribution to the efficacy of the policies and thesystems of control.
More specifically, the managers of the companies of the Group are bound to take inspiration from the principlesof the Code of Ethics in establishing the corporate objectives, in proposing investments and in implementing
projects, and in any decision or action whatsoever relating to management.
Similarly, in materially implementing the management activities of the companies of the Group, the directors
and the corporate function managers must take inspiration from the same principles, both internally – thus
reinforcing cohesion and the spirit of reciprocal collaboration – and in relation to third par ties, with the explicit
prohibition on resor ting to illegitimate favouritism, collusion, corruption and/or the solicitation of personaladvantages for oneself or for others.
PRADA spa and the companies of the Group under take to ensure the maximum dissemination of this Code of
Ethics, preparing any instruments that may appear useful for fostering knowledge and per forming a process ofawareness-raising regarding its contents, as well as constantly monitoring the degree of observance within theGroup itself, and finally to take care of the updating in line with the organisational, commercial and financial
developments of the Group.
The Addressees must therefore contribute actively to the implementation of the Code of Ethics and repor t any
problems or deficiencies to PRADA spa’s Supervisory Body or to the competent controlling body of the othercompanies of the Group.
2.

ETHICAL PRINCIPLESPRADA spa considers the respect for the ethical principles set for th in the present Code of Ethics to be an
essential condition for the achievement of the primary objective of the PRADA Group, consisting of the creationof value for its shareholders, for those who work in the PRADA Group, for the customers and for the community
as a whole. This is the direction in which the industrial and financial strategy and the operational conduct isoriented, inspired by transparency and efficiency in the utilisation of resources.

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In the achievement of its objectives, PRADA spa and the companies of the Group adhere to the following ethicalprinciples (hereinafter also the “Principles”):•

compliance with the legislative and regulatory provisions in all countries in which the PRADA Group operates;•

legitimacy, loyalty, correctness, transparency;•

confidentiality;•

respect for the value of the person and the human resources;•

respect for competition, as a crucial instrument for the development of the economic system;•

respect for the environment and raising awareness regarding environmental protection.

2.1 APPLICATION OF THE ETHICAL PRINCIPLES: OBLIGATIONS OF THE ADDRESSEES
The directors, auditors, managers and heads of depar tments and/or divisions of PRADA spa and the companiesof the Group are required to comply with the present Code of Ethics and to conform their activities to values ofloyalty, honesty and good faith, correctness and integrity. They are required to abstain from any activity which
may be considered, even potentially, in conflict with the interests of PRADA spa and the companies of the Group,
making timely communication to PRADA spa’s Supervisory Body or to the competent controlling body of the othercompanies of the Group, for the necessary appraisal, of the emergence of a personal interest in the per formanceof the corporate activity.
The employees and collaborators, contributing to the achievement of the corporate purpose, must work withprofessional rigour, loyalty, honesty and good faith, correctness, commitment and reciprocal spirit of collaboration.
The relations between employees of whatever level, and between them and the third par ties with whom theycome into contact in the course of the working activities per formed, must be marked by criteria of collaboration,
loyalty and reciprocal respect.
All actions, operations, negotiations and, more generally, any activity per formed by employees and collaborators
must comply with the rules of transparency, completeness and truthfulness of the information, as well as withthe corporate procedures.
More specifically, employees and collaborators are required to:•know and comply with the internal procedures in respect of permits, holidays, expense refunds, ensuring in
the latter case to supply adequate documentation;•know and implement all the corporate provisions on regarding the security and dissemination of theinformation concerning the PRADA Group and its competitors;•

utilise the corporate assets with diligence and solely for purposes connected with the per formance of thetasks entrusted to them;•utilise the information systems with care, with an absolute prohibition on tampering with the data containedin the same;•

not utilise the name or reputation of the PRADA Group for personal ends;
4•diligently observe the provisions of the present Code of Ethics, abstaining from any conduct in violation of
the same;•

offer the utmost collaboration in the ascer tainment of possible and/or alleged violations of the present Codeof Ethics;•

inform the third par ties who enter into relations with the Group of the provisions of the Code of Ethics,
requesting them to abide by the same.

2.2 VALUE OF THE PERSON AND OF HUMAN RESOURCESPRADA spa promotes the value of the human person through the respect for physical, cultural and moral integrity,protecting its own employees and collaborators from discriminations on ground of nationality, race, ethnic group,
religious belief, political and trade union affiliation, language, age, gender and sexuality. In this sense, theAddressees must actively collaborate to maintain a climate of reciprocal respect for the dignity and competencies
of each individual.
The PRADA Group considers its own employees and collaborators a precious and indispensable resource for itsvery existence and for its future development.
It considers essential to ensure management uniformity and consistency in all the companies and countries where
the Group operates, in compliance with local culture and laws.
The PRADA Group pursues the excellence and valorisation of the spirit of innovation, in accordance with thelimits of responsibility of each individual and, at the same time, promotes people’s involvement in their own
professional growth project. Management and employees are encouraged to assume responsibilities and to work
to win challenges and achieve corporate objectives. The Group’s entrepreneurial culture recognizes, promotes
and rewards individual proactiveness and teamwork.
In order to valorise the skills and competencies of its own employees, the PRADA Group adopts criteria of meritand guarantees equal oppor tunities to all, without discrimination of any kind, such as:•

personnel selection and assessment are per formed on the basis of objective criteria founded on thecorrespondence of professional profiles and candidates’ competencies with corporate needs, ensuring
candidates equal oppor tunities;•

the information collected within the scope of the selection process is strictly related to the verification of
the professional profile being sought, respecting the private sphere of candidates and their personal opinions;•the personnel are recruited in conformity with the types of contract envisioned by the laws in force in the
countries where the Group operates and by any national labour agreements if applicable;•

the attribution of tasks is defined considering the competencies and skills of the individuals, on the basis of
the requirements of the companies of the PRADA Group and of the professional growth of its own employees;•

the Group’s management, training and development policies are aimed at suppor ting employees during theirprofessional growth path and at constantly updating their managerial and technical skills in order to allow

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individuals to best per form their roles and to achieve corporate objectives;•

the remuneration system is defined on the basis of the role of employees and of the required skills andcompetencies, as well as of the results achieved and of the continuous and systematic interaction with theexternal reference market;•

the collection of information, and the collection and production of documents during the selection andmanagement process, as well as their preservation on paper or computer suppor t are in compliance withprivacy laws in force in the various countries.

PRADA spa and the companies of the Group guarantee working conditions that respect the dignity of the person,
and in this sense censure any conduct that is damaging or discriminatory towards the person, even in relation tohis or her convictions and preferences, and expressly condemn any form whatsoever of psychological, physicaland sexual harassment.
PRADA spa and the companies of the Group exer t themselves to embed a culture of health and safety for theworkers in the workplace, fostering risk awareness and stimulating individual responsibility.
The PRADA Group acts towards its employees and collaborators in complete compliance with the provisionsof Italian laws on health and safety at work, laid down in Italian Legislative Degree no. 81 of 9 April 2008 andsubsequent amendments and additions, or with local laws and regulations applicable in the various countries.
2.3 CONFIDENTIALIT Y
In compliance with the UE Regulation 2016/679 on personal data protection and the national legislation applicablefrom time to time, the PRADA Group protects the personal data processed in the framework of its activities so as to
avoid improper or even illegal use of the same, adopting to this end specific procedures aimed at:•

adequate information for the data subjects;•

acquisition of the consent of the data subjects where necessary.

PRADA spa and the companies of the Group apply and constantly update policies and specific procedures for theprotection of the information.
Each Addressee must moreover adopt the utmost confidentiality in his or her conduct, even outside working
hours, in order to protect the technical, financial, legal, administrative, personnel management and commercial
know-how of the company.
Moreover, all those who, as a consequence of the per formance of their duties, have at their disposal confidential
and significant information, are bound to avoid any improper use or undue dissemination of such information.
More specifically, each Addressee is bound:•to process only the data and information necessary for the purposes of the area in which he or she per forms
his or her activity;6•

to communicate the data and information in compliance with corporate procedures in force;•to conserve the data and information so that the same are inaccessible to unauthorised entities.

2.4 CORRECTNESS AND TRANSPARENCY OF ACCOUNTING AND INTERNAL CONTROLIn its bookkeeping, the PRADA Group maintains strict compliance with the applicable legislation and regulations
regarding the drafting of the financial statement, and more generally, the obligatory management and accounts
documentation.
The accounting records of the management and the corporate information and data are supplied to third par ties
in compliance with criteria of transparency, correctness, accuracy and completeness.
All actions, operations and transactions must be correctly registered in the corporate accounting system inline with the criteria laid down by law and the applicable accounting principles and must, moreover, be duly
authorised, verifiable, legitimate, consistent and congruent in compliance with internal procedures.
The Addressees are bound to provide the utmost collaboration so that the management affairs are correctly andrapidly recorded in the corporate accounts, and to conserve all the appropriate suppor ting documentation so as
to render it easily available for consultation by the entities appointed to supervision and control.
The PRADA Group requires and promotes full compliance with the processes of internal control as a tool for the
improvement of corporate efficiency.
The internal control system consists of the activities of control per formed by the individual corporate functions
on their own processes in order to protect the corporate assets, effective management of corporate activities andprovide clear information on the equity, economic and financial status of the PRADA Group and of the activities
aimed at the identification and containment of corporate risks.
The Addressees are bound, to the extent of their competence, to collaborate actively in the correct and efficacious
functioning of the system of internal control.
The appointed corporate functions are guaranteed free access to the data, the documentation and any otherinformation per tinent to the per formance of the activities of control.
3.

RELATIONS WITH THIRD PARTIESThe PRADA Group is par ticularly attentive to developing a relationship of trust with all its potential interlocutors.
In the per formance of its activities, PRADA spa and the companies of the Group adhere to principles of loyalty
and correctness, requiring honest, transparent and legitimate conduct from all those operating on their behalf,
and not tolerating corruption or collusion or undue favouritism.
In the per formance of any activity connected with PRADA spa or other companies belonging to the Group,
employees and collaborators are prohibited from giving/offering and/or accepting/receiving gifts, benefits and/7

or any other utility, personal or otherwise, with the exception of gifts of modest value incident to normal cour tesy
or commercial practice.
3.1 RELATIONS WITH CUSTOMERSThe PRADA Group is par ticularly attentive to developing a relationship of trust with all its potential interlocutors.
In the per formance of its activities, PRADA spa and the companies of the Group adhere to principles of loyalty
and correctness, requiring honest, transparent and legitimate conduct from all those operating on their behalf,
and not tolerating corruption or collusion or undue favouritism.
In the per formance of any activity connected with PRADA spa or other companies belonging to the Group,
employees and collaborators are prohibited from giving/offering and/or accepting/receiving gifts, benefits and/or any other utility, personal or otherwise, with the exception of gifts of modest value incident to normal cour tesy
or commercial practice.
3.2 RELATIONS WITH SUPPLIERS AND EXTERNAL CONSULTANTS
The selection of suppliers and external consultants is per formed according to criteria of competence/
professionalism, economic expediency, correctness and transparency.
In the selection of the suppliers and external consultants, as in the determination of the purchase terms forgoods and services, or the commissioning of professional services, the Addressees must seek to obtain the
maximum competitive advantage for the Group, selecting the supplier or consultant that is in a position to supply
goods and services of the quality required on the most economic terms and conditions.
The drawing up of a contract with a supplier must always be based on relations of the utmost clarity, avoiding
where possible the adoption of contractual commitments that entail forms of dependence for the contracting
supplier or for the company of the Group involved.
Fees and sums paid to the suppliers and external consultants, under whatsoever entitlement, for supplies andprofessional assignments must be consistent with market conditions and adequately documented.
3.3 RELATIONS WITH THE PUBLIC SECTOR
Relations with the Public Sector are restricted to those: (i) instrumental to obtaining any authorisations that may
be necessary for the per formance of the corporate activity, (ii) aimed at assessing the implications of laws andregulations for the corporate activities, (iii) necessary in response to requests made to PRADA spa and/or thecompanies of the Group by the Public Sector, in the per formance of its institutional activity.
Relations with the Public Sector must always be clear, transparent and correct, and such as not to be susceptible
to ambiguous or misleading interpretations.
More specifically, the Addressees must not seek to influence improperly the decisions of the Public Sector byoffering money or other utilities, such as work or commercial oppor tunities which could benefit the public8

officials or the persons appointed by a public service, or members of their families.
PRADA spa and the companies of the Group are not permitted to make direct or indirect contributions of any
kind, nor allocate funds for the suppor t of public entities that are par t of the Public Sector, excepting what isallowed and provided for by the legislation and regulations in force, and on condition that: (i) they are regularly
approved by the competent corporate functions, (ii) they are regularly documented in terms of accounts andmanagement, (iii) they do not place any of the Addressees in a position of conflict of interests.
3.4 RELATIONS WITH THE JUDICIARY AND OTHER INSTITUTIONAL AUTHORITIESManagement of relations with the judiciary and the other institutional authorities is restricted exclusively to thecorporate functions appointed to the same.
The Addressees are bound to display the utmost helpfulness and collaboration in relation to the judicial authorities
and/or the other institutional authorities in the course of any audits or inspections ordered by the same.
Any Addressees who, for matters connected with the working relationship, are subjected, even personally,
to investigations or inspections or receive a summons, and/or those who are served notice of other judicial
proceedings, must inform the Supervisory Body of PRADA spa or the competent controlling body of the othercompanies of the Group.
3.5 RELATIONS WITH POLITICAL ORGANISATIONS AND TRADE UNIONSThe PRADA Group contributes to the economic wellbeing and growth of the community in which it operates.
To this end, in per forming its activities the PRADA Group conforms these to the respect of the local and national
specificities, encouraging dialogue with the trade unions and associations of other kinds.
The relations of PRADA spa and the companies of the Group with political par ties or their representatives orcandidates are marked by the strictest compliance with the legislation in force.
The Addressees are forbidden from promising or offering payments or benefits of any kind, in the name and on
the behalf of the PRADA Group, to political or trade union organisations or representatives of the same, excepting
what is allowed and provided for by the legislation and regulations in force.
3.6 RELATIONS WITH OTHER INTERLOCUTORSThe relations of the PRADA Group with private bodies, such as ONLUS and other non-profit organisations, must
be inspired by the strictest compliance with the applicable legal provisions, and must not, in any way, compromise
the integrity and the reputation of the PRADA Group.
The under taking of commitments and the management of relations of any kind with private bodies are restrictedexclusively to the corporate functions appointed to the same and to the personnel thus authorised, in line withthe system of mandates and corporate procedures.

93.6.1 SPONSORSHIPPRADA spa and the companies of the Group may accept requests for sponsorship for events that offer guarantees
of quality and seriousness.
Such sponsorship may relate to the social or environmental sphere, or to the world of spor t, enter tainment or ar t.
3.7 RELATIONS WITH SHAREHOLDERS AND OPERATIONS WITH RELATED PARTIES
TThe PRADA Group exer ts itself so that all shareholders are treated equally.
The advantages deriving from belonging to a Group are pursued not only in compliance with the applicablelegislation, but in respect of the interests of each company in profitability and the creation of value for theshareholders.
The operations with related par ties, including intergroup operations, comply with criteria of substantial andprocedural correctness, according to pre-established rules of conduct.
4.

EXTERNAL COMMUNICATIONSAll external communication of documents and information concerning the PRADA Group or other entities withwhich PRADA spa or the companies of the Group have relations, must be per formed in compliance with thelegislation, regulations and professional conduct practices in force.
Strictly prohibited, under all circumstances, are:•the disclosure of any confidential information acquired in the per formance of the corporate activities;•

the disclosure of false or misleading information regarding the PRADA Group or other entities with which
PRADA Spa and the companies of the Group have relations in the per formance of their activities;•

any form of pressure aimed at obtaining preferential attitudes from the organs of public communication/information.

In order to guarantee the completeness and consistency of the information, the relations of PRADA Spa and thecompanies of the Group with the organs of public information are restricted to the functions appointed to the same.
5.

VIOLATIONS AND SANCTIONARY CONSEQUENCES

Should any suspected violation of the present Code of Ethics, or behaviour not compliant with the rules ofconduct adopted by PRADA spa and the companies of the Group, come to the knowledge of any Addressee, he or
she must inform the Supervisory Body of PRADA spa or the competent controlling body of the other companiesof the Group without delay.
The Supervisory Body of PRADA spa or the controlling body of the other companies of the Group shall proceed toverify the grounds of the alleged violations, if necessary arranging for the interview of the person who has madethe notification and/or the alleged perpetrator of the violation.

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Fur thermore, information relating to official actions deriving from infringements of laws and regulations (e.g.
measures taken by the organs of the judicial police, requests for legal assistance forwarded by managers and/or
employees in the case of initiation of legal proceedings) must mandatorily be transmitted to the Supervisory Bodyof PRADA spa or to the controlling body of the other companies of the Group.
Measures considered oppor tune will be adopted in relation to the perpetrators of unlawful conduct, independentlyof eventual criminal proceedings taken up by the judiciary, and shall proceed to communicate to the competent
corporate functions the sanctionary measures imposed.
Compliance with the provisions of the present Code of Ethics is to be considered an essential par t of the contractual
obligations assumed by employees. Any infringement of the provisions of the Code of Ethics constitutes breach of
the obligations of the work contract and/or a disciplinary offence, in compliance with applicable local laws and,in par ticular for Italian companies, in accordance with the procedures laid down by ar t. 7 of the Workers’ Statuteand the applicable collective bargaining, with all the legal consequences, also in relation to the maintenance of
the working relationship, and may entail the compensation for damages deriving from the same.
Compliance with the provisions of the present Code of Ethics constitutes par t of the contractual obligations
under taken by collaborators, by consultants and by other entities in business relations with the companiesof the Group. The eventual infringement of the provisions contained in the same can constitute breach of thecontractual obligations under taken, with all the legal consequences as regards the termination of the contract or
appointment assigned and the compensation of the deriving damages.
PRADA spa and the companies of the Group under take to inser t in the contracts with suppliers, collaboratorsand external consultants, express termination clauses related to eventual infringements of the Code of Ethics.
6.

APPROVAL OF THE CODE OF ETHICS AND RELATED AMENDMENTS

The present Code of Ethics was adopted by resolution of the Board of Directors of PRADA spa on 18.12.2007,
with immediate effect.
The other companies of the Group also receive and adopt the present Code of Ethics through resolution of thecompetent management body. Any additional specific conduct rules deriving from local practices or laws may be
included in specific conduct codes to be adopted in addition to the present Code of Ethics.
The Code of Ethics does not replace current and future corporate procedures which continue to have effect tothe extent that the same are not in conflict with the Code of Ethics.

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